Xxxxxxx X. Xxxxxxxx, Esq.
0000 X. Xxxxxxx Xx.
Xxxxx XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
e-mail: xxxxxx@xxxxxxxx.xx.xxx
February 25, 2003
Stock Market Solutions, Inc.
Ft. Lauderdale, FL
Via e-mail and fax
Re: Engagement Agreement
Dear Sirs:
This letter sets forth the terms by which I shall be engaged in connection
with matters described below. I agree that the terms and conditions of the
engagement shall be as set forth in this letter.
1. Engagement. I have been engaged as special counsel for Stock Market
Solutions, Inc. ("Company").
The engagement shall be limited to assistance in the following matters for
the period 2-25-03 to 12-31-03:
- The preparation of a Forms 10K-SB, 10Q-SB, and 8-K
- The preparation of Forms 3, 4, 5, and 13D
- Availability to respond to general securities law questions
2. Fees, Costs and Expenses. My fee shall be 300,000 shares of Common
Stock of the Company, which you agree to register on Form S-8 as soon as
possible.
The fees shall include stenographic and word processing services, but shall
not include copying charges, long distance telephone expenses, delivery fees,
filing fees, computerized legal research, if any, electronic facsimile
transmission and similar charges.
I will xxxx separately for those expenses at the actual costs incurred. In the
event that I advance expenses or filing fees on your behalf, the Company will be
expected to promptly reimburse us for such advances.
Invoices will summarize the nature of the work performed during the billing
period and will itemize generally the work performed. Xxxxxxxx will not itemize
the amount of time spent on each task identified. Detailed back-up for any
invoice shall be available for any proper purpose and if legitimate questions
arise, I will provide more detailed itemized statements for your information.
If at any time you abandon a project whether or not the work is completed,
all fees and stock paid to date be retained by this firm for services rendered
to date of termination or completion.
If there are any questions concerning this agreement or the attachments
hereto, please contact the undersigned.
If it is agreed that the foregoing sets forth the conditions of my
engagement by the Company, please sign the extra copy of this letter where
indicated and return it. The shares will be issued upon filing of the S-8
registration statement.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
Stock Market Solutions, Inc.
By: /s/ Xxxxxxx Xxxxxxx
----------------------------
Xxxxxxx Xxxxxxx, Authorized Officer