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 10, 2003
Megola, Inc.
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 Megola, Inc ("Company") for a twelve month
period commencing November 30, 2003.
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
250,000 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,
_________________________
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
Megola, Inc.
By:__________________________
Xxxx Xxxxxxx, President
