Engagement Agreement

                                                                     EXHIBIT 4.2

               [Letterhead of the Offices of Michael L. Corrigan]

                                   LAW OFFICES

                                       OF

                               MICHAEL L. CORRIGAN

                         7770 Regents Rd. Suite 113-401

TELEPHONE (858) 362-1440     San Diego, CA 92122-1967   FACSIMILE (858) 362-1441

                                 August 2, 2004

RTG Ventures Inc.

Attn: Linda Perry

                              Engagement Agreement

Dear Ms. Perry:

         The purpose of this letter is to confirm our association as special and

limited counsel for RTG Ventures Inc., a Florida corporation (the "Client") in

connection with the securities and other legal work to be performed by Michael

L. Corrigan (the "Attorney") on an ongoing basis for a period of one year as

requested by you. Please pardon the formality of this letter but it is intended

to set out the details of our relationship as required by the California

Business and Professions Code section 6148 and is intended to fulfill the

requirements of that section. The Attorney's services will not include, among

other areas of law, (i) litigation of any kind, whether in court, in

administrative hearings or before government agencies or arbitration tribunals,

(ii) any legal services relating to the raising of capital, including the

preparation of securities registration statements, other securities offering

documents or documents relating to stock promotions. I will assist in locating

appropriate legal counsel and coordinate any litigation or capital raising

matters, at your request. This letter agreement (the "Agreement") will set forth

in writing, signed by the Attorney and the Client, my understanding and

agreement regarding the scope of my representation. All agreements relating to

fees and responsibilities are contained within the provisions of this Agreement.

         This Agreement will not take affect, and I will have no obligation to

provide legal services, until you return a signed copy of this Agreement and pay

the retainer, if any, called for in Paragraph 3 of this Agreement.

         1. Scope and Duties of the Attorney and the Client.

         You have requested, and I have agreed, subject to the terms of this

Agreement, to provide legal services in connection with such matters as you

shall from time to time specifically refer to me for legal representation. I

shall provide those legal services reasonably required to represent the Client,

and shall take reasonable steps to keep the Client informed of the progress and

to respond to the inquiries of the Client. The Client agrees to be truthful with

me, cooperate with me, keep me informed of developments, abide by this

Agreement, pay the bills on time, and keep me advised of its address and

telephone number. My engagement will be strictly limited to those matters for

which I am specifically asked to render services, and I do not undertake to, and

shall have no responsibility for, advice with respect to matters I am not

specifically asked to address. Nothing in this Agreement and nothing in the

Attorney's statements to Client will be construed as a promise or guarantee

about the outcome of Client's matter, including registration of the securities.

The Attorney makes no such promises or guarantees. The Attorney's comments about

the outcome of Client's matter are expressions of opinion(s) only.

         2. Fees and Costs.

         (a) As compensation for the services to be performed by the Attorney

pursuant to this Agreement, the Client agr