Engagement Agreement between HydroFlo, Inc. and Michael T. Williams, Esq.

Summary

HydroFlo, Inc. is engaging Michael T. Williams, Esq. as special counsel for a 24-month period starting May 15, 2003. Mr. Williams will assist with preparing specific SEC filings, establishing an insider stock trading monitoring program, and answering general securities law questions. He will be compensated with 125,000 shares of HydroFlo common stock, issued in 24 monthly installments and registered on Form S-8. The agreement excludes services related to capital-raising transactions or market promotion. Each party is responsible for certain filing and accounting expenses as specified.

EX-10.1 3 exhibit101.htm Exhibit 10.1

Michael T. Williams, Esq. 2503 W. Gardner Ct. Tampa FL 33611 Phone: 813 ###-###-#### Fax: 813 ###-###-#### e-mail: ***@*** May 15, 2003 HydroFlo, Inc. Raleigh NC Via e-mail and fax Re: Engagement Agreement Dear Sirs: This letter sets forth the terms by which I shall be engaged in connection with matters described below. I agree that the terms and conditions of the engagement shall be as set forth in this letter. 1. Engagement. I have been engaged as special counsel for the HydroFlo, Inc., ["Company"]. The engagement shall be limited to the assistance with following matters: o The preparation of a Forms 10K-SB, 10Q-SB, and 8-K o The preparation of Forms 3, 4, 5, and 13D/G o The establishment of an insider stock trading monitoring program o Availability to respond to general securities law questions No other services, including but not limited to services in connection with the offer or sale of securities in a capital-raising transaction, and services that directly or indirectly promote or maintain a market for your securities, shall be the subject of or provided under this Agreement. The term of the engagement shall be for the 24 months commencing May 15, 2003. 2. Fees, Costs and Expenses. My fee shall be 125,000 shares of common stock, to be registered on form S-8 as soon as the form is available and issued in 24 equal monthly installments the first day of each month of after services commence under this agreement, with the final installment due upon the expiration of this agreement. I shall prepare the S-8 and related legal opinion. I shall be responsible for expenses of filing, such as edgar and the SEC filing fee, and you shall be responsible for accounting fees. Sincerely, /s/ Michael T. Williams Michael T. Williams, Esq. The above is understood and agreed to: HydroFlo, Inc. As of May 15, 2003 By /s/ Dennis Mast, CEO Dennis Mast, CEO