EXHIBIT 99.4
December 1, 2000
Entertainment Technologies and Programs, Inc.
Attn: James D. Butcher
16055 Space Center Blvd., Ste. 230
Houston, Texas 77062
Doug Butcher,
This letter is to welcome Entertainment Technologies and Programs,
Inc. as a client of E. Squared Management Inc and to
confirm our agreement regarding the terms and conditions under which you have
retained us to render Financial and marketing
services to you in connection with ETPI.
With respect to the above-referenced matter, and other matters for
which you may request us to render services from time to
time, unless otherwise agreed in writing, we will bill at our prevailing rates
for all time of any nature whatsoever including
telephone calls, consultation, research, travel, correspondence and other time.
We may elect to have certain of such costs 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.
In the event that a particular matter requires the services
of a specialist, or you require 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 prevailing rates and
will be billed to you as an out-of-pocket cost.
We usually render monthly statements itemizing the services performed
and costs expended during the preceding billing
period, and itemizing the charges therefor. 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, you 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 bull. No interest is paid on any such retainer,
and we may request additional retainer amounts as the
amount deposited is exhausted.
We have agreed that an initial retainer of options @ .10 per share for
250,000 shares. The company will issue, as
designated, pursuant to a Securities and Exchange Commission Registration
statement of Form S-8, 250,000 shares of common stock.
The company will immediately initiate the issuance of 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 services to you, all of 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.
It is agreed that this engagement letter is executed in Baltimore,
Maryland and that if any action is required thereon,
that said action should be brought in Baltimore, Maryland
In the performance of financial and marketing 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 that 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.
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 you consent or 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 that would render or continuing representation
unlawful or unethical.
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.
Sincerely,
E. Squared Management
By:/s/David Epstein
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David Epstein
Accepted and agreed this 1st day of December 2000.
Entertainment Technologies and Programs, Inc.
By: /s/James D. Butcher
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James D. Butcher, President