EXHIBIT 10.1
[G&P LETTERHEAD]
January 24, 2005
RTG Ventures, Inc.
Attention: Xxxxx Xxxxx
c/o Barrington X. Xxxxxxxx
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
RE: MODIFIED RETAINER AGREEMENT
Dear Xx. Xxxxx:
Please accept this letter as confirmation that RTG Ventures, Inc. (the
"Company"), has agreed to modify the retainer agreement dated August 3, 2004
(the "Retainer") between the Company and Gottbetter & Partners, LLP. ("G&P"),
effective January 24, 2005. The modification, which we understand was approved
by the Company's Board of Directors, is for the Company to pay part of its
outstanding bill for legal services with shares of the Company's common stock,
no par value.
We understand that part of the outstanding bill will be satisfied by
the issuance of 3,000,000 shares valued at $.01 per share or an aggregate of
$30,000. The board of directors has approved the filing of a registration on
Form S-8 for these 3,000,000 shares. The legal services for which these shares
are being registered and subsequently issued to Xxxx X. Xxxxxxxxxx, a partner in
G&P, did not include any services in connection with the offer or sale of
securities in a capital raising transaction, and did not directly or indirectly
promote or maintain a market for the Company's securities.
Please note that this letter may be filed as an exhibit to the Form
S-8. In order to effectuate the modification of the Retainer, please sign this
letter and return it to my office. If you have any questions, please call me.
Sincerely,
GOTTBETTER & PARTNERS, LLP
/s/ Xxxxxxxxxx & Partners, LLP
ACCEPTED AND AGREED:
RTG VENTURES, INC.
By: /s/ Xxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxx
Title: President
