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
October 10, 2003
Abazias, Inc.
Via e-mail and fax
Re: Legal Services 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 Abazias, Inc.
["Company"].
The engagement shall be limited to the assistance with following matters:
o The preparation of a Forms 10K-SB, 10Q-SB, and 8-K [Item 5 only]
o The preparation of Forms 3, 4, 5, and 13D/G
o Availability to respond to general securities law questions
No other services, including but not limited to services in connection with the
offer or sale of securities in a capital-raising transaction, services that
directly or indirectly promote or maintain a market for your securities, or
services in connection with a reverse merger with a shell company shall be the
subject of or provided under this Agreement.
The term of the engagement shall be through the period ending December 31, 2003.
2. Fees, Costs and Expenses. My fee shall be 750,000 shares of your common
stock, to be registered on form S-8.
3. Sale Restrictions. My sale of the stock shall be restricted as set forth in
Schedule A attached hereto.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Esq.
EXHIBIT A
BLEED-OUT
Xxxxxxxx agrees that during the period from the date hereof 11 months hereafter
(the "Lock-Up Period"), Xxxxxxxx shall not (except as permitted below), without
the prior written consent of the Company, directly or indirectly, offer, issue,
sell, contract to sell (including, without limitation, any short sale), grant
any option for the sale of, pledge, or otherwise dispose of or transfer
("Transfer") any shares for a 3 month period after the closing of the
Hunno/Abazias merger and thereafter more than 100,000 shares of common stock in
any one month period; on a non-cumulative basis [meaning if I don't sell 100,000
shares in a month, I am still restricted to 100,000 shares the following month]
provided, however, the foregoing restrictions shall not apply to (i)
dispositions by gift, will or by the laws of descent and distribution, or
otherwise to Xxxxxxxx'x parents, siblings, spouse, children, or grandchildren,
(ii) a trust for the benefit of Xxxxxxxx'x parents, siblings, spouse, children,
or grandchildren, (iii) a partnership, the general partner of which is Xxxxxxxx
or Xxxxxxxx'x parents, siblings, spouse, children, or grandchildren, or a
corporation or limited liability company, a majority of whose outstanding equity
securities is owned of record or beneficially by Xxxxxxxx or by any of the
foregoing; provided that, in each case, such transferee agrees in writing to be
bound by the terms hereof.
