ex10_19.htm


    
      

    

    EXHIBIT
      10.19

    


    [Letterhead
      of The Otto Law Group]

    


    


    David
      Otto

    dotto@ottolaw.com

    


    


    August
      9,
      2007

    


    Mogul
      Energy International, Inc.

    Naeem
      Tyab

    520
      Pike
      Tower, Suite 2210

    Seattle,
      WA 98101

    


    
      	
               

            	
              Re:

            	
              Engagement
                of The Otto Law Group,
                PLLC

            


    

    


    Dear
      Mr.
      Tyab:

    


    This
      engagement agreement (“Agreement”) confirms the principal terms under which
      Mogul Energy International, Inc. (“Mogul Energy”) agrees to engage The Otto Law
      Group, PLLC (“Otto Law”).  Under this Agreement, Otto Law will assist
      Mogul Energy with various matters including, without limitation, the
      following:

    


    
      	
               

            	
              1.

            	
              Providing
                legal advice with respect to Mogul Energy’s corporate transactions,
                securities filing requirements, anticipated financing and other general
                business matters;

            


    

    


    
      	
               

            	
              2.

            	
              Providing
                legal advice and assisting with certain securities issues, corporate
                finance issues and investor issues;

            


    

    


    
      	
               

            	
              3.

            	
              Providing
                legal advice with respect to contemplated potential corporate
                transactions, related business transactions, intellectual property
                and
                other general business matters; and

            


    

    


    
      	
               

            	
              4.

            	
              Providing
                any other legal advice or analysis as requested by Mogul
                Energy.

            


    

    


    In
      connection with the provision of the foregoing services, Otto Law and Mogul
      Energy agree to the following compensation arrangement:

    


    
      	
               

            	
              1.

            	
              Engagement.  Mogul
                Energy shall engage Otto Law for legal services required in connection
                with certain corporate governance, corporate finance, regulatory
                compliance, securities, contractual and other matters related to
                Mogul
                Energy’s operations and financing.

            


    

    


    
      	
               

            	
              2.

            	
              Retainer.  Mogul
                Energy agrees to pay Otto Law a retainer equal to Ten Thousand Dollars
                ($10,000) (the “Retainer”).  Mogul Energy further agrees to
                deliver to Otto Law full payment of the Retainer within thirty (30)
                days
                of Mogul Energy’s execution of this Agreement.  To the extent
                the Retainer is expended, the amount on deposit as retainer shall
                always
                equal $10,000 in cash.  Subject to filing of Mogul Energy’s
                15c2-11 information statement and the successful establishment of
                a market
                for Mogul Energy stock on the Over-the-Counter Bulletin Board or
                other
                public exchange, and in accordance with paragraph 4 below, Mogul
                Energy
                may issue to Otto Law Common Stock of Mogul Energy registered on
                SEC Form
                S-8 (“S-8 Common Stock”) as payment to replenish the $10,000 retainer
                amount to the extent the Retainer is
                expended.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              3.

            	
              Common
                Stock.  Pursuant to paragraph 2 above, Mogul Energy agrees
                to issue to Otto Law the equivalent of Ten Thousand Dollars ($10,000.00)
                in common stock of Mogul Energy, to be registered on Form
                S-8.  The value of the stock will be determined by the average
                of the closing “bid” and “ask” price over the ten-day period prior to the
                issuance.  Otto Law shall use the S-8 Common Stock or the
                proceeds thereof to replenish the Retainer for payment of Otto Law’s
                services.  On a monthly basis, the Otto Law Group shall provide
                Mogul Energy with an invoice summarizing Otto Law’s services provided to
                Mogul Energy and shall sell that portion of the S-8 Common Stock
                (or
                remaining S-8 Common Stock) sufficient to reimburse Otto Law for
                its
                services.  Should, at any time during which this Agreement
                remains in force, the cumulative value of the S-8 Common Stock fall
                below
                that value required to reimburse the Otto Law for legal services
                actually
                performed and/or below $10,000 and if, at the time of such deficit,
                the
                parties reasonably anticipate Otto Law’s performance of additional
                services in excess of the cumulative value of the remaining S-8 Common
                Stock, Mogul Energy agrees to issue to the Otto Law additional S-8
                Common
                Stock equivalent in value to the greater of $10,000 or the value
                for
                services actually performed.

            


    

    


    
      	
               

            	
              4.

            	
              Hourly
                Rates.  Mogul Energy agrees to pay Otto Law and Otto Law
                shall bill Mogul Energy on an hourly basis at Otto Law’s prevailing rates
                and according to Otto Law’s usual and customary charges (the “Hourly
                Fees”).  Otto Law’s minimum billing unit for all services is one
                quarter of one hour.  The current hourly rates are as follows:
                the rate for senior attorneys are $275.00 to $450.00 per hour, the
                rate
                for associates are $195.00 to $250.00 per hour, and the rate for
                non-attorney members of Otto Law staff are $125.00 to $150.00 per
                hour.  The rates are subject to change and any such change will
                be reflected on the monthly billing statements.  In the event of
                a change in rates, Mogul Energy consents to such change without
                notice.

            


    

    


    
      	
               

            	
              5.

            	
              Expenses
                and Costs.  In addition to Hourly Fees, Otto Law may incur
                various costs and expenses in performance of the services under this
                Agreement.  Mogul Energy agrees to timely pay all such costs,
                disbursements and expenses.  Generally these costs include, but
                are not limited to, registration entity filing fees, court filing
                fees,
                mailing costs, outside copy services, long distance telephone charges,
                Lexis-Nexis fees (online legal research tool), travel expenses, fees
                associated with litigation services, if any, and any and all other
                hard
                costs incurred (“Hard Costs”).  The parties further agree that
                these Hard Costs, when incurred, will be itemized on Mogul Energy’s
                monthly billing statements and deducted from the Retainer as
                needed.  Upon exhaustion of the Retainer, Mogul Energy agrees to
                pay all further Hard Costs that may be incurred prior to Otto Law
                performing further legal services that may require the payment of
                any Hard
                Cost.  In the event that Otto Law does not receive the payments
                necessary to cover Hard Costs from Mogul Energy, Otto Law is not
                obligated
                to pay the Hard Costs, nor is Otto Law obligated to perform further
                legal
                services that may require the payment of any Hard
                Costs.

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              6.

            	
              Billing
                Statements.  Otto Law will post to Mogul Energy monthly
                billing statements for Hard Costs and Hourly Fees.  Each
                statement is payable within thirty (30) days.  The statements
                will include the amount due, including any Hard Costs, the rate and
                description of services.  If not paid within thirty (30) days,
                late charges will be assessed at one percent (1%) of the outstanding
                balance due.

            


    

    


    
      	
               

            	
              7.

            	
              Modification.  This
                Agreement may only be modified by subsequent written agreement signed
                by
                Otto Law and Mogul Energy.

            


    

    


    
      	
               

            	
              8.

            	
              Entire
                Agreement.  This Agreement represents the parties entire
                agreement and supersedes any and all prior agreements, understandings
                or
                arrangements, whether written or oral, between Mogul Energy and Otto
                Law.

            


    

    


    
      	
               

            	
              9.

            	
              Effective
                Date.  This Agreement will govern all legal services
                performed by Otto Law on behalf of Mogul Energy commencing with the
                date
                Otto Law first performed such services.  The date indicated on
                this Agreement is for reference
                only.

            


    

    


    We
      look forward to working together and
      helping you achieve your financial and business objectives.  If the
      proposed terms are acceptable, please sign below and return an executed copy
      of
      this Agreement to Otto Law.

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              /s/
                David M.
                Otto           
                

            
	 	
              David
                M. Otto, Esq.

            
	 	
              The
                Otto Law Group, PLLC

            


    

    


    Agreed
      and accepted this 9th day of August 2007

    


    MOGUL
      ENERGY INTERNATIONAL, INC.

    


    


    /s/
      Sean B. Malcolm         


    By:
      Sean
      B. Malcolm

    Its:
      General Counsel