ex4c
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
November 1, 2002
UgoMedia Interactive Corporation
0000-000 Xx. XX, Xxxxx 0000
Xxxxxxxx, Xxxxxxx, Xxxxxx
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
UgoMedia Interactive Corporation ("Company") for a six month period
commencing November 1, 2002.
The engagement shall be limited to assistance in the
following matters:
- The preparation of a Forms 10K-SB, 10Q-SB, and 8-K
for transactions not involving mergers
or change in control
- The preparation of Forms 3, 4, 5, and 13D/G
- The preparation of 144 opinions
- Availability to respond to general business law
questions
2. Fees, Costs and Expenses. My fee shall be 150,000
shares of Common Stock of the Company, which you agree to
register on Form S-8 as soon as possible.
3. Arbitration of Any Disputes. It is agreed that any
dispute arising out of this Agreement, or my representation of you, shall be
resolved by binding arbitration in Tampa Florida by the American
Arbitration Association or the Legal Fee Arbitration Committee of the
Hillsborough County Bar Association at my election. However, notwithstanding
the foregoing, I may elect to collect amounts owed for services rendered
and costs incurred through suit in any court of competent jurisdiction.
If I elect to xxx in court, any counterclaim shall still be subject to
arbitration as described above.
4. Conflicts of Interest. It is recognized that I am not
in a position to represent conflicting interests of different clients. Upon
accepting any new client or new matter, I will attempt to determine whether
the engagement would present a conflict with any other matters pending
for any other client. Based upon my review, I have no conflict. Conflicts
between the interests of various clients may be discovered after the
engagement is undertaken or may develop during the representation.
Upon the discovery of any such conflict of interest,
I will immediately inform you of the conflict and will endeavor to
work with you toward a resolution which is acceptable. However,
if the conflict can be resolved only by my withdrawing as your
counsel, my obligation to you as a result shall be limited solely
to working with you to find an acceptable replacement. In such
event, I shall be entitled to be compensated for all
services performed, including time spent working with you
to resolve the conflict, in accordance with this agreement.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
Ugomedia Interactive CORPORATION
By /s/ Xxxx Xxxxxxx, President
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Xxxx Xxxxxxx, President
