January 20, 2006
EXHIBIT
10.3
Xxxxx
X.
Otto
xxxxx@xxxxxxx.xxx
January
20, 2006
VIA
FIRST CLASS MAIL
Xx.
Xxxxxxx Xxxx
SinoFresh
HealthCare, Inc.
000
Xxxx
Xxxxxx Xxxxx
Xxxxxxxxx,
XX 00000
Re:
Engagement
of The Xxxx Law Group, PLLC
Dear
Xx.
Xxxx:
This
Engagement Agreement confirms the principal terms under which the undersigned
(the “Client” or the “Company”), agrees to engage The Xxxx Law Group, PLLC
(“Xxxx Law”). This Engagement Agreement supercedes any and all prior engagement
agreements. Under this Engagement Agreement, Xxxx Law will assist the Client
with advice on corporate and other legal matters as requested from time to
time
by the Company.
In
connection with the provision of the foregoing services, the Client agrees
to
the following compensation arrangement:
|
1.
|
Xxxx
Law shall receive a retainer in the amount equal to Twenty Five Thousand
Dollars ($25,000) to be paid in shares of common stock issuable to
Xxxxx
Xxxx and will be applied against billable hours. The issuance of
shares
for services will be issued pursuant to either Form S-8 or Form SB-2,
as
applicable. The Company shall pay all legal fees owed in excess of
the
retainer to Xxxx Law.
|
|
2.
|
Xxxx
Law shall xxxx the Client for fees, primarily on a hourly basis,
according
to Xxxx Law’s usual and customary charges; also, Xxxx Law may adjust its
fees for factors such as the amount of work involved in the
representation, unusual time constraints, use of prior work product,
overall value of the services, and regular periodic firm hourly rate
adjustments. Xxxx Law’s hourly rates are as follows: Xxxxx Xxxx’x hourly
rate will be $395.00 per hour; the rate for associates will be $185
to
$250.00 per hour and the rate for non-attorney members of our staff
will
be between $75.00 and $135.00 per
hour.
|
|
3.
|
All
legal fees and closing fees accrued and billed to the Client shall
be
payable to Xxxx Law on a monthly
basis.
|
-1-
We
look
forward to working together and helping the Client achieve its financial and
business objectives. If the proposed terms are acceptable to the Client, please
sign below and return the signed copy of this Engagement Agreement to
me.
If
you
have any further questions or concerns, please do not hesitate to contact
me.
Sincerely,
The
Xxxx
Law Group, PLLC
Xxxxx
X.
Xxxx
Agreed
and accepted January 20, 2006
SINOFRESH
HEALTHCARE, INC.
By:
Print:
Title:
-2-
