from SB-2/A
1 page
<page> Memorandum To: Thomas Lonergan From: Horwitz & Beam Re: Legal Fees Agreement Date: August 31, 2000 Confirming Our Agreement, Horwitz & Beam Has Agreed to Provide Legal Services to Thehealthchannel.com (The "Company") for the Primary Purpose of Processing the Proposed Sb-2 and Providing Corporate Advice and Litigation Assistance (The "Matters"). the Legal Fees Associated With the Matters Shall Be as Follows: (1) $100,000 Shall Be Paid in Cash to Horwitz & Beam. Such Amount Shall Constitute Payment in Full Through the Date of This Memorandum; (2) in Addition to the Foregoing, the Company Shall Receive a Credit in the Amount of $38,500; (3) All Legal Services Provided After September 1, 2000 (After the Foregoing Credits) and Terminating Upon the Earlier to Occur of Either: (A) the Termination of This Agreement; or (B) the Approval of the Sb-2 Shall Be Payable in Company Shares at the Rate of $.40 Per Share (The Closing Price Upon the Date of This Memorandum). These Shares Shall Have Piggy-Back Registration Rights, Commencing Upon the Approval of the Proposed Sb-2 (Specifically, These Shares Shall Not Be Included in the Proposed Sb-2, Provided, However, Horwitz & Beam Shall Have the Right to Include Such Shares in Any Subsequent Registration Statement, With the Exception of S-8 Registration)
