EXHIBIT 4.1
David M. Otto
dotto@ottolaw.com
November 1, 2003
VIA EMAIL: nannaco@sbcglobal.net
Andrew DeVries, III
President & C.E.O.
NANNACO, Inc.
9739 Cobb Street
Suite 1
San Antonio, TX 78217
Re: Engagement of The Otto Law Group, PLLC
Dear Andrew:
This Engagement Agreement confirms the principal terms under which
NANNACO, Inc. (the "Company"), agrees to engage The Otto Law Group, PLLC ("Otto
Law"). Under this Engagement Agreement, Otto Law will assist the Company with
various matters including, without limitation, the following:
1. Developing and executing the Company's strategic financing and
growth plans;
2. Preparing an offering memorandum and/or prospectus and
developing other materials relevant to the Company's financing
and growth strategy;
3. Providing legal advice in connection with and assisting with
certain securities, corporate finance, blue sky and investor
issues; and
4. Providing legal advice with respect to the Company's
capitalization, corporate organization, potential corporate
transactions, corporate governance and other general business
matters.
In connection with the provision of the foregoing services, Otto Law
and the Company agree to the following compensation arrangement:
1. The Company shall engage Otto Law for legal services required
in connection with certain corporate governance, corporate
finance, securities, contractual and other matters related to
the Company's operations and financing;
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2. Otto Law shall bill the Company for fees, primarily on a
hourly basis, according to Otto Law's usual and customary
charges. Also, Otto Law may adjust its fees for factors such
as the amount of work involved in the representation, unusual
time constraints, use of prior work product, overall value of
the services, and regular periodic firm hourly rate
adjustments. Otto Law's hourly rates are as follows: David
Otto's hourly rate will be $325.00; the rate for associates
will be between $195.00 and $210.00 per hour; and the rate for
non-attorney members of our staff will be between $60.00 and
$135.00 per hour; and
3. Otto Law shall receive a retainer in the amount of Ten Million
(10,000,000) shares of common stock of the Company (the
"Shares"), the proceeds of which will be applied against
billable hours. Additionally, the Shares shall be registered
by the Company pursuant to the Securities Act of 1933 on a
Form S-8 registration statement.
We look forward to working together and helping the Company achieve its
financial and business objectives. If the proposed terms are acceptable to the
Company, please sign below and return the signed copy of this Engagement
Agreement to me.
If you have any further questions or concerns, please do not hesitate to contact
me.
Sincerely,
The Otto Law Group, PLLC
David M. Otto
Agreed and accepted this ____ day of November, 2003
NANNACO, INC.
- -----------------------------------
Name: Andrew DeVries, III
Title: President and C.E.O.
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