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
January 13, 2004
Winfield Financial Group, 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 Winfield Financial Group, Inc ("Company") for a
period commencing January 13, 2004 and ending December 31,
2004.
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 securities law
questions
2. Fees, Costs and Expenses. My fee shall be
325,000 shares of Common Stock of the Company, which
you agree to register on Form S-8 as soon as possible.
Sincerely,
/s/ Xxxxxxx X. Xxxxxxxx, Esq.
--------------------------
Xxxxxxx X. Xxxxxxxx, Esq.
The above is understood and agreed to:
Winfield Financial Group, Inc.
By:/s/ Xxxxxx Xxxxxx
---------------------
Xxxxxx Xxxxxx, President
