EXHIBIT 99.3
LETTERHEAD OF JACK A. KANZ, ATTORNEY AT LAW
March 26, 2001
Mr. James D. Butcher, President
Entertainment Technologies and Programs, Inc.
16055 Space Center Blvd.
Houston, Texas 77062
Re: Engagement Agreement
Dear Mr. Butcher,
This letter is to welcome Entertainment Technologies and Programs,
Inc. as a client of and to confirm our agreement regarding
the terms and conditions under which you have retained this firm to render
legal services to you in connection with the following
matter(s): private offering of corporate debt, including preparation of a trust
indenture and private placement memorandum as Texas
Corporation Counsel. Under California law, because ETPI 2000 Trust is there,
we are required to have a written engagement letter
when it is anticipated that the cost of legal services to be performed will
exceed $1,000.00. Because this letter deals with matters
such as fees and costs, it must be somewhat formal.
With respect to the above-referenced matter, and other matters for
which you may request us to render legal services from
time to time, unless otherwise agreed in writing, we will bill on an hourly
basis at our prevailing rates for all time of any nature
whatsoever including telephone calls, consultation, court appearances, research,
travel, correspondence and other time. We have a
minimum billing charge for any service rendered of .10 per hour (six minutes).
At present, my hourly rate is $250.00 and the rates
for other attorneys within the firm range from $150.00 to $350.00, depending
upon the experience and expertise of the attorney
performing the services. In addition to the hourly rate, we will bill you for
any out-of-pocket costs incurred in connection with
your representation which includes, but is not limited to, long distance
telephone, messenger service, filing fees and other court
costs, depositions, photocopying, fax, word processing, computerized legal
research costs such as "Lexis" or "Westlaw," local
transportation and parking, and mail (other than local, 1st class delivery).
We may elect to have certain of such costs, such as
deposition transcripts, billed directly to you by the provider, and you agree
to pay such costs promptly upon receipt of bills. We
will also bill you for transportation, meals, lodging and all other costs of
necessary out-of-town travel, but we will obtain your
approval prior to incurring any such costs.
We may change our hourly rates from time to time during the course of
our representation, but you will receive advance
notification of any increase in such rates. We generally revise our rates
annually. Unless you inform us in writing after receipt
of notification of a rate increase, you will be presumed to have agreed to
accept the new rates for any legal services rendered to
you after the date of such notification.
In the event a particular matter requires the services of a specialist,
or you require legal services in an area in which we
feel that we do not have sufficient expertise to effectively counsel you, we
reserve the right to retain a specialist in the field,
to be approved in advance by you, and the charges for these services will be at
such specialist's prevailing rates and will be billed
to you as an out-of-pocket cost. Further, we reserve the right to utilize law
clerks and/or paralegals to perform services on your
behalf when we feel that it would be economically feasible. An attorney will,
of course, supervise the work of such law clerks or
paralegals.
We usually render monthly statements itemizing legal services performed
and costs expended during the preceding billing
period. We ask that all statements be paid when received and that you account
be kept current. We reserve the right to impose a
late charge on outstanding balances over thirty (30) days past due at the
highest rate permissible by law. In the absence of any
written objection to any statement so rendered within thirty (30) days after
you receipt of same, you will be deemed to have accepted
and acknowledged the statement as correct through the period covered.
We also reserve the right to require that you deposit fees and/or
costs in advance with us from time to time, which we call
a "retainer." The amount of any retainer requested by us will depend upon the
nature of the matter involved, your history of payment
and our relationship. We customarily require retainers when litigation is
involved. Any such retainer paid by you will, unless
otherwise specified, be refundable to the extent not used, and will be deposited
into our client trust account to be applied against
fees and costs when and as incurred. Our monthly statements will reflect any
sums transferred out of the trust account to pay the
current bill. No interest is paid on any such retainer, and we may request
additional retainer amounts as the amount deposited
becomes exhausted.
We have agreed to an initial retainer of 105,000 shares. The company
will issue, as designated, pursuant to a Securities
and Exchange Commission Registration statement of Form S,105,000 shares of
common stock. The company will within 60 days issue
105,000 such stock to us, but we understand that it will credit your retainer
account and we assume all market risk related to the
ownership of the stock.
Upon termination of our representation of you, all your files and
records will be returned to you, but we reserve the right
to copy such files and records, at your expense, and you agree to reimburse us
for the costs of reproduction.
In the event it ever becomes necessary for action to be filed to
collect our attorney's fees, costs or expenses, the Court
may award attorney's fees to the prevailing party. It is agreed that this
engagement letter is executed in Dallas, Texas, and that
if any action is required thereon, said action shall be brought in Dallas,
Texas.
Should there be a dispute as to fees and you wish to arbitrate the
issue, you shall be entitled to do so through the
American Arbitration Association at Dallas, Texas.
In the performance of legal services for you, we cannot and do not
warrant results or final developments. Be assured that
it is our desire to afford you conscientious and diligent service, seeking
at all times to achieve solutions which are reasonable to
you and in to your best interests. We will take reasonable steps to keep
you informed as to the status of all matters in which we
represent you.
We hereby disclose to you that we maintain errors and omissions
insurance coverage applicable to the legal services to be
rendered.
You agree to provide us, in a timely manner, with complete and accurate
information and documentation, as applicable, to
enable us to effectively represent you. You may discharge us at any time and
we may withdraw with your consent or without your
consent for good cause. Good cause includes your breach of this Agreement,
your refusal to cooperate with us or to follow our advice
on a material matter, or any fact or circumstance which would render our
continuing representation unlawful or unethical.
Under certain circumstances, if requested by you, we will direct our
billing to a corporation or other entity which you own
and/or control. However, if you have signed this engagement letter in your
individual capacity (as opposed to signing on behalf of a
corporation or other entity) you will remain personally liable for the payment
of fees and costs if the entity to whom the bills are
directed fails to do so.
If this letter correctly sets forth our understanding and agreement,
please date and sign the enclosed copy where indicated
and return the same to our office at your earliest convenience. If you have
any questions regarding anything contained herein, or at
any time have problems with the billing or otherwise, please feel free to call
me.
We look forward to a long lasting and mutually beneficial relationship.
Very truly yours,
/s/Jack A. Kanz
Accepted and agreed to this 3rd day of April, 2001.
Entertainment Technologies and Programs, Inc.
by__/s/James D. Butcher____
-------------------
James D. Butcher, President