K E N N E T H I. D E N O S, P. C.
11585 SOUTH STATE ST. SUITE #102
SALT LAKE CITY, UTAH 84 020
(801) 816-2511 FAX: (801) 816-2599
KDENOS@DENOSLAW.COM
July 14, 2004
Attn Robert Oldham
Cancer Therapeutics
210 W. Hansell St.
Thomasville, GA 31792
Re:Engagement of Cancer Therapeutics, Incorporated
Dear Bob:
Thank you for selecting Kenneth I. Denos, P.C., a Utah professional
corporation ("KIDPC"), to represent Cancer Therapeutics, Incorporated (the
"Company") in connection with the preparation of the Company's SB-2 filing. The
purpose of this letter is to set forth the terms of such representation
(hereafter, the "Engagement"). Please review this letter carefully and, if it
meets with your approval, please sign the enclosed copy of this letter and
return it to me at the above address.
1. Services and Scope of Engagement
KIDPC's Engagement is limited to the Following:
1.1 Drafting an SB-2 Registration Statement;
1.2 Answering any comments from the SEC.
KIDPC's acceptance of this Engagement does not involve an undertaking
to represent the Company or your interests in any other matter.
2. Fees for Professional Services.
2.1 $100,000 for drafting and filing the SB-2 with the SEC.
2.2 $50,000 for the successful listing of the Company as a
Bulletin Board Company.
3. Payment
$100,000 shall be paid by the Company upon filing the SB-2 with the SEC.
$50,000 shall be paid by the Company to KIDPC upon successful listing of
the Company.
4. Representations & Warranties of the Company
In connection with the Engagement, Robert Oldham, on behalf of the Company,
makes the following representations and confirms to the best of his knowledge
and belief, the following:
Cancer Therapeutics, Incorporated
Page 2
(a) The financial statements of the Company for the twenty-four (24)
months prior to this Engagement have been presented in accordance with
generally accepted accounting principles applied on a consistent
basis. There have been no significant changes in the nature or volume
of the Company's business.
(b) All shares of the Company's capital stock issued and outstanding have
been authorized by the Company's board of directors, and are fully
paid and are non-accessible shares.
(c) All shares of the Company's capital stock issued and outstanding were
issued for services rendered to the Company and without cash
consideration. Therefore, no cash has been presented to the Company
and no subscription documents have ever been submitted to the Company.
(d) The Company has made available to KIDPC all financial records and
related data and minutes of the meetings of stockholders, directors
and committees of directors, or summaries of actions of recent
meetings for which minutes have not yet been prepared.
(e) There has been no:
(i) Fraud involving management or employees, the result of which have
a material effect on the business, results of operations, or
financial condition of the Company; or
(ii) Communications from regulatory agencies concerning noncompliance
with, or deficiencies in, operational or financial reporting
practices that could have a material effect business, results of
operations, or financial condition of the Company.
(f) The Company has no plans or intentions that may materially affect the
carrying value or classification of assets.
(g) The following have been properly recorded and/or disclosed in the
Company's financial statements and in reports required to be filed
with U.S. federal and state regulatory agencies:
(i) Related party transactions and related amounts receivable or
payable including sales, purchases, loans, transfers, leasing
arrangements and guarantees, all of which have been recorded in
accordance with the economic substance of the transactions;
(ii) All material contracts and agreements affecting the Company, its
business, operations, or financial condition;
(iii)Capital stock repurchase options or agreements or capital stock
reserved for options, warrants, conversions or other
requirements; or
(iv) Concentrations of credit risk.
(h) There are no unasserted claims or assessments against the Company or
its officers or directors that are probable of assertion that have not
been disclosed in the Company's prior reports filed with the
Securities and Exchange Commission.
(i) The Company has satisfactory title to all owned assets.
(j) The Company has complied with all aspects of contractual agreements
that would have a material effect on the interim financial information
in the event of noncompliance.
Cancer Therapeutics, Incorporated
Page 3
(k) The Company has provided to KIDPC all information necessary or
relevant to the Engagement and such information does not contain any
untrue fact or omit to state a material fact necessary in order to
make the information provided, in light of the circumstances in which
such information has been provided and will be presented to the public
in the course of the Engagement, not misleading.
5. Termination & Withdrawal
(a) Termination.
The Company may terminate KIDPC's representation at any time by
notifying the undersigned. Your termination of our services will not affect
the Company's responsibility for the payment of fees as set forth herein.
If such termination occurs, the Company's papers and property will be
returned to the Company promptly upon receipt of payment for outstanding
fees and costs. Our own files, including lawyer work product, pertaining to
the matter will be retained.
(b) Withdrawal
We may withdraw from representation if you fail to fulfill your
obligations under this Engagement, or as permitted or required under any
applicable law, standard of professional conduct or rule of court, or upon
our reasonable notice to you.
6. Arbitration
Although we do not expect that any dispute between us will arise, in the
event of any dispute under this Engagement, including a dispute regarding the
amount of fees or the quality of our services, such dispute shall be determined
by binding arbitration under the Commercial Arbitration Rules of the American
Arbitration Association by one arbitrator appointed in accordance with said
rules. Any such Arbitration shall be held in Salt Lake City, Utah. The
arbitrator shall have the discretion to order that the costs of arbitration,
including fees, other costs and reasonable attorney's fees shall be borne by the
losing party. By agreeing to this provision both the Company and KIDPC waive the
right to a trial by jury or to a judge. You may wish to seek the advice of
independent counsel of your choosing before agreeing to this provision.
Once again, thank you for selecting Kenneth I. Denos, P.C. to represent the
Company in this matter. Please call me if you have any questions.
Very truly yours,
KENNETH I. DENOS, P.C.
/s/ Kenneth I. Denos
Kenneth I. Denos
President
Cancer Therapeutics, Incorporated
Page 4
Agreed and accepted:
Cancer Therapeutics, Incorporated
/s/ Robert Oldham
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Robert Oldham
President