EXHIBIT 4.2
ROGER A. KIMMEL, JR. & ASSOCIATES
COUNSELLORS AT LAW
114 BARRINGTON TOWN SQUARE
SUITE 159
AURORA, OHIO 44202
FAX: (330) 562-1669 TELEPHONE: (330) 995-0051 E-Mail: KimmelLaw@aol.com
Practice Limited to Matters Involving Corporate Securities
January 17, 2003
Gregory A. Pitner, President
Terra Block International, Inc.
2637 Erie Avenue, Suite 207
Cincinnati, Ohio 45208
Re: Letter of Engagement
Dear Mr. Pitner:
This letter will confirm our engagement to provide legal services to Terra
Block International, Inc. commencing this day.
We have agreed to act as special corporate and securities counsel to
prepare all corporate and securities documents, to-wit: review of filings to
the Securities & Exchange Commission ("SEC") and comment letters, if any;
prepare and prosecute the filing of an S-8 and other SEC filing forms such as 10
Q's and 10-KSB's; and provide all legal services with respect to your general
corporate matters.
Our fees will be based primarily on the time spent by each professional,
although other factors may be taken into consideration, e.g. rendering of legal
opinions. The billing rates charged by each professional are subject to
adjustment from time to time. The current billing rate of professionals who may
work on your matters is $250 per hour.
We will bill you on a regular basis - normally, each month - for services
rendered, and out-of-pocket expenses incurred. Our statements are payable upon
receipt, but in no event later than 30 days thereafter.
We will require a retainer in the amount of $7,500 payable against services
to be rendered with respect to this matter. In the event that you prefer, we
would consider payment in the Company's common stock registered under S-8 at a
mutually agreeable price per share.
Thank you for retaining this firm.
Sincerely,
/s/ Roger A. Kimmel, Jr.
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Roger A. Kimmel, Jr.
For the Firm
Agreed To And Accepted:
TERRA BLOCK CONSOLIDATED, INC.
By: /s/ Gregory A. Pitner
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Gregory A. Pitner, President