EXHIBIT 4.2
[Letterhead of Gottbetter & Partners, LLP]
March 2, 2004
Xx. Xxxxxx Xxxxxxx
Hy-Tech Technology Group, Inc.
0000 Xxx Xxxxx Xxxxx
Xxxx Xxxxx, XX 00000
RE: MODIFIED RETAINER AGREEMENT
Dear Xx. Xxxxxxx:
Please accept this letter as confirmation that Hy-Tech Technology Group,
Inc. (the "Company"), has agreed to modify the retainer agreement dated May 15,
2003 (the "Retainer") between the Company and Xxxxxx Xxxxxxxxxx & Xxxxxxxx, LLP
("KGL"), the successor firm of which is Xxxxxxxxxx & Partners, LLP. ("G&P"). The
modification is to take effect as of even date herewith. 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, $.001 par value.
We understand that part of the outstanding bill will be satisfied by the
issuance of 4,000,000 shares valued at $52,000. The board of directors has
approved the filing of a registration on Form S-8 for these 4,000,000 shares.
The legal services for which these shares are being registered and subsequently
issued to Xxxx X. Xxxxxxxxxx, a partner of 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,
/s/ Xxxxxxxxxx & Partners, LLP
GOTTBETTER & PARTNERS, LLP
ACCEPTED AND AGREED:
HY-TECH TECHNOLOGY GROUP, INC.
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxx
Title: CEO
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