Letterhead of The Otto Law Group]
EXHIBIT
10.19
[Letterhead
of The Xxxx Law Group]
Xxxxx
Xxxx
xxxxx@xxxxxxx.xxx
August
9,
2007
Xxxxx
Xxxx
000
Xxxx
Xxxxx, Xxxxx 0000
Seattle,
WA 98101
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Re:
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Engagement
of The Xxxx Law Group,
PLLC
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Dear
Mr.
Xxxx:
This
engagement agreement (“Agreement”) confirms the principal terms under which
Mogul Energy International, Inc. (“Mogul Energy”) agrees to engage The Xxxx Law
Group, PLLC (“Otto Law”). Under this Agreement, Otto Law will assist
Mogul Energy with various matters including, without limitation, the
following:
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1.
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Providing
legal advice with respect to Mogul Energy’s corporate transactions,
securities filing requirements, anticipated financing and other general
business matters;
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2.
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Providing
legal advice and assisting with certain securities issues, corporate
finance issues and investor issues;
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3.
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Providing
legal advice with respect to contemplated potential corporate
transactions, related business transactions, intellectual property
and
other general business matters; and
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4.
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Providing
any other legal advice or analysis as requested by Mogul
Energy.
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In
connection with the provision of the foregoing services, Otto Law and Mogul
Energy agree to the following compensation arrangement:
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1.
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Engagement. Mogul
Energy shall engage Otto Law for legal services required in connection
with certain corporate governance, corporate finance, regulatory
compliance, securities, contractual and other matters related to
Mogul
Energy’s operations and financing.
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2.
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Retainer. Mogul
Energy agrees to pay Otto Law a retainer equal to Ten Thousand Dollars
($10,000) (the “Retainer”). Mogul Energy further agrees to
deliver to Otto Law full payment of the Retainer within thirty (30)
days
of Mogul Energy’s execution of this Agreement. To the extent
the Retainer is expended, the amount on deposit as retainer shall
always
equal $10,000 in cash. Subject to filing of Mogul Energy’s
15c2-11 information statement and the successful establishment of
a market
for Mogul Energy stock on the Over-the-Counter Bulletin Board or
other
public exchange, and in accordance with paragraph 4 below, Mogul
Energy
may issue to Xxxx Law Common Stock of Mogul Energy registered on
SEC Form
S-8 (“S-8 Common Stock”) as payment to replenish the $10,000 retainer
amount to the extent the Retainer is
expended.
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3.
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Common
Stock. Pursuant to paragraph 2 above, Mogul Energy agrees
to issue to Otto Law the equivalent of Ten Thousand Dollars ($10,000.00)
in common stock of Mogul Energy, to be registered on Form
S-8. The value of the stock will be determined by the average
of the closing “bid” and “ask” price over the ten-day period prior to the
issuance. Otto Law shall use the S-8 Common Stock or the
proceeds thereof to replenish the Retainer for payment of Otto Law’s
services. On a monthly basis, the Xxxx Law Group shall provide
Mogul Energy with an invoice summarizing Otto Law’s services provided to
Mogul Energy and shall sell that portion of the S-8 Common Stock
(or
remaining S-8 Common Stock) sufficient to reimburse Otto Law for
its
services. Should, at any time during which this Agreement
remains in force, the cumulative value of the S-8 Common Stock fall
below
that value required to reimburse the Xxxx Law for legal services
actually
performed and/or below $10,000 and if, at the time of such deficit,
the
parties reasonably anticipate Otto Law’s performance of additional
services in excess of the cumulative value of the remaining S-8 Common
Stock, Mogul Energy agrees to issue to the Xxxx Law additional S-8
Common
Stock equivalent in value to the greater of $10,000 or the value
for
services actually performed.
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4.
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Hourly
Rates. Mogul Energy agrees to pay Otto Law and Otto Law
shall xxxx Xxxxx Energy on an hourly basis at Otto Law’s prevailing rates
and according to Otto Law’s usual and customary charges (the “Hourly
Fees”). Otto Law’s minimum billing unit for all services is one
quarter of one hour. The current hourly rates are as follows:
the rate for senior attorneys are $275.00 to $450.00 per hour, the
rate
for associates are $195.00 to $250.00 per hour, and the rate for
non-attorney members of Otto Law staff are $125.00 to $150.00 per
hour. The rates are subject to change and any such change will
be reflected on the monthly billing statements. In the event of
a change in rates, Mogul Energy consents to such change without
notice.
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5.
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Expenses
and Costs. In addition to Hourly Fees, Otto Law may incur
various costs and expenses in performance of the services under this
Agreement. Mogul Energy agrees to timely pay all such costs,
disbursements and expenses. Generally these costs include, but
are not limited to, registration entity filing fees, court filing
fees,
mailing costs, outside copy services, long distance telephone charges,
Lexis-Nexis fees (online legal research tool), travel expenses, fees
associated with litigation services, if any, and any and all other
hard
costs incurred (“Hard Costs”). The parties further agree that
these Hard Costs, when incurred, will be itemized on Mogul Energy’s
monthly billing statements and deducted from the Retainer as
needed. Upon exhaustion of the Retainer, Mogul Energy agrees to
pay all further Hard Costs that may be incurred prior to Otto Law
performing further legal services that may require the payment of
any Hard
Cost. In the event that Otto Law does not receive the payments
necessary to cover Hard Costs from Mogul Energy, Otto Law is not
obligated
to pay the Hard Costs, nor is Otto Law obligated to perform further
legal
services that may require the payment of any Hard
Costs.
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6.
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Billing
Statements. Otto Law will post to Mogul Energy monthly
billing statements for Hard Costs and Hourly Fees. Each
statement is payable within thirty (30) days. The statements
will include the amount due, including any Hard Costs, the rate and
description of services. If not paid within thirty (30) days,
late charges will be assessed at one percent (1%) of the outstanding
balance due.
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7.
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Modification. This
Agreement may only be modified by subsequent written agreement signed
by
Otto Law and Mogul Energy.
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8.
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Entire
Agreement. This Agreement represents the parties entire
agreement and supersedes any and all prior agreements, understandings
or
arrangements, whether written or oral, between Mogul Energy and Otto
Law.
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9.
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Effective
Date. This Agreement will govern all legal services
performed by Otto Law on behalf of Mogul Energy commencing with the
date
Otto Law first performed such services. The date indicated on
this Agreement is for reference
only.
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We
look forward to working together and
helping you achieve your financial and business objectives. If the
proposed terms are acceptable, please sign below and return an executed copy
of
this Agreement to Otto Law.
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Very
truly yours,
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/s/
Xxxxx X.
Xxxx
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Xxxxx
X. Xxxx, Esq.
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The
Xxxx Law Group, PLLC
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Xxxxxx
and accepted this 9th day of August 2007
/s/
Xxxx X. Xxxxxxx
By:
Xxxx
X. Xxxxxxx
Its:
General Counsel
