Exhibit 4.1
Law Offices
of
XXXXXXX X. XXXXXXXX
City National Bank Building
0000 Xxxxxxxxx Xxxxxx
Xxxxx 000
TELEPHONE (000) 000-0000 La Jolla, CA 92037
Fax (000) 000-0000
October 9, 2003
Xx. Xxxxxxx Xxxxxxxxx
Chief Executive Officer
Redox Technology Corp.
0000 Xxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Engagement Agreement
Dear Xx. Xxxxxxxxx:
The purpose of this letter is to confirm our association as special and
limited counsel for Redox Technology Corp. a Delaware corporation (the "Client")
in connection with the securities and other legal work to be performed by The
Law Offices of Xxxxxxx X. Xxxxxxxx (the "Firm") on an ongoing basis as requested
by you. Please pardon the formality of this letter but it is intended to set out
the details of our relationship as required by the California Business and
Professions Code section 6148 and is intended to fulfill the requirements of
that section. The Firm's services will not include, among other areas of law,
any litigation of any kind, whether in court, in administrative hearings or
before government agencies or arbitration tribunals, although we will assist in
locating appropriate legal counsel and coordinate any litigation matters, at
your request. This letter agreement (the "Agreement") will set forth in writing,
which will be signed by the Firm and the Client, our understanding and agreement
regarding the scope of our representation. All agreements relating to fees and
responsibilities are contained within the provisions of this Agreement.
This Agreement will not take affect, and we will have no obligation to
provide legal services, until you return a signed copy of this Agreement and pay
the retainer, if any, called for in Paragraph 3 of this Agreement.
1. Scope and Duties of the Firm and the Client.
You have requested, and we have agreed, subject to the terms of this
Agreement, to provide legal services in connection with such matters as you
shall from time to time specifically refer to us for legal representation. We
shall provide those legal services reasonably required to represent the Client,
and shall take reasonable steps to keep the Client informed of the progress and
to respond to the inquiries of the Client. The Client agrees to be truthful with
us, cooperate with us, keep us informed of developments, abide by this
Agreement, pay our bills on time, and keep us advised of its address and
telephone number. Our engagement will be strictly limited to those matters for
which we are specifically asked to render services, and we do not undertake to,
and shall have no responsibility for, advice with respect to matters we are not
specifically asked to address. Nothing in this Agreement and nothing in the
Firm's statements to Client will be construed as a promise or guarantee about
the outcome of Client's matter, including registration of the securities. The
Firm makes no such promises or guarantees. The Firm's comments about the outcome
of Client's matter are expressions of opinion(s) only.
2. Fees and Costs.
(a) As compensation for the services to be performed by the Firm pursuant
to this Agreement, the Client agrees to pay fees to the Firm as provided in
Exhibit A to this Agreement. The Client and the Firm will agree on the scope and
cost of the services as they are requested.
(b) The Client agrees to pay the Firm, in accordance with this subparagraph
2(b) and in addition to the fees designated in subparagraph 2(a) herein, all
costs and expenses incurred in performing legal services in connection with the
representation described in this Agreement. Such costs and expenses may include,
without limitation, long distance telephone calls, messenger and other
deliveries, postage, charges for computer research and outside assisted legal
research, expenses such as parking, airfare, meals and hotel accommodations
which shall be in addition to the hourly rates for photocopying and other
reproduction charges, clerical staff overtime, word processing charges, charges
for computer time, and other similar items. Except as may be listed on Exhibit
A, all such items will be charged to the Client at the Firm's cost. The charges
for any items listed on the attached Exhibit A are subject to periodic change
upon reasonable notice by the Firm to the Client. The Client agrees to pay in
advance all costs incurred in connection with the representation described
herein, however, as a courtesy, the Firm from time to time will advance some of
these minor costs and the Client will be billed for such advances. The Firm will
attempt to obtain an estimate for any major expenses prior to incurring such an
expense so that the Firm may clear such major expense with the Client.
3. Retainer.
The Client hereby agrees to deliver, upon execution of this Agreement, a
retainer in the amount provided in Exhibit A to this Agreement. The shares of
common stock delivered as retainer shall be deposited in the Firm's account and
shall remain in the account for so long as this Agreement shall remain in
effect. Upon termination of this Agreement, as set forth below, the shares
representing the retainer shall be returned to Client or, if mutually agreed,
applied against any outstanding fees, costs or expenses. This Agreement shall
not become effective until the Firm has received such retainer.
4. Billings.
The Firm will send the Client an invoice for fees and costs incurred on a
quarterly basis. Invoices shall be payable upon receipt. The Firm's invoice
shall clearly state the basis for a charge, including the amount, rate and basis
for calculation (or other method of determination) of the Firm's costs and
expenses. The firm's invoices shall clearly show the application of any retainer
amounts to the payment for the fees and costs incurred, as well as the remaining
amount of any retainer deposited with the Firm.
5. Termination of Services.
The Client shall have the right at any time to terminate the Firm's service
upon written notice to the Firm, and the Firm shall immediately after receiving
such notice cease to render additional services. Such determination shall not,
however, relieve Client of the obligation to pay the fees due for services
rendered and costs incurred prior to such termination subject to Exhibit A
hereto. If the Client falls to meet any of its obligations under this Agreement,
the Firm shall have the right to terminate this Agreement, and the Client shall
take all steps necessary to free the Firm of any obligation to perform further,
including, without limitation, the execution of any documents necessary to
complete the Firm's discharge or withdrawal. The right of the Firm hereunder is
in addition to those created by statute or recognized by Rules of Professional
Conduct.
In the event it becomes necessary for the Firm to institute legal action to
recover any amount due pursuant to the terms of this Agreement, the prevailing
party in such action will be entitled to reasonable attorney fees and costs
incurred in such action and enforcement of any judgment.
6. Conflicts of Interest.
The parties to this letter agreement acknowledge that there may be
conflicts of interest in having the Firm represent any members of the Client. To
the extent that certain agreements and arrangements may be made among various
members of the Client, the Firm may have conflicts of interest if it represented
any such members. Therefore, the parties hereby acknowledge and agree that the
Firm represents only Redox Technology Corp. and does not represent any other
party, person or entity. Furthermore, the Client hereby acknowledges that in
connection with this engagement agreement, the Client is represented by
independent legal counsel and that the Company has had the benefit of
independent legal advice.
7. Binding Arbitration.
The parties hereto agree that any dispute under this Agreement shall be
submitted to binding arbitration by the San Diego County Bar Association
pursuant to California Business and Professions Code Section 6200 et seq. or,
should that organization decline to arbitrate the dispute, before the State Bar
of California pursuant to California Business and Professions Code Section 6200.
Subject to applicable Bar Association rules, the prevailing party in any such
arbitration shall be awarded its reasonable costs and attorneys' fees incurred
in connection with the dispute.
8. Miscellaneous.
Please be advised that the Firm: (i) is a professional corporation
established under the laws of the State of California; (ii) does not maintain
Errors and Omissions insurance or any other professional liability insurance;
and, (iii) is not affiliated with Equitilink, LLC. or any other investor
relations firm.
If you have any questions with regard to any matter set forth in this
Agreement, or if you have some different understanding of any portion of this
Agreement, please contact the undersigned immediately so that we can discuss
those items and determine if we will be able to reach an agreement by which we
will represent you.
If the foregoing correctly sets forth our understanding and agreement,
please date, sign and return this Agreement in the return envelope, indicating
that it meets with your approval. A copy of this Agreement is enclosed for your
file. We appreciate the confidence you have expressed by asking our firm to
represent you.
Sincerely,
THE LAW OFFICES OF XXXXXXX X. XXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Xxxxxxx X. Xxxxxxxx
For the Firm
THE UNDERSIGNED HAS READ THE FOREGOING LETTER, APPROVED IT, AND AGREES WITH ALL
OF ITS TERMS AND CONDITIONS.
Dated: October 28, 2003
CLIENT
REDOX TECHNOLOGY CORP.
By:/s/ Xxxxxxx Xxxxxxxxx
----------------------------------
Xxxxxxx Xxxxxxxxx, CEO
EXHIBIT A
1. Retainer: None.
2. Fees: In consideration of the Firm providing the Client
with professional services subsequent to the execution
of this Agreement, within 5 days following the execution
of this Agreement, Client agrees to register, via a
Securities Act of 1933 S-8 Registration Statement
("S-8"), at least 3,000,000 shares of the Client's
common stock.
3. Costs and Expenses Charged to Client above the Firm's Cost:
Photocopying $0.20 per copy
Facsimile (Outgoing) $0.55 per page
Other at Firm's Cost
