This engagement letter is hereby entered into by______________ (the client) in connection with the representation by_______________ (the

lawyer) in the matter described below. This engagement letter constitutes a binding contract between client and lawyer, and defines their respective rights and obligations with respect to each other; provided, however, that this engagement letter is intended to supplement, rather than replace or detract from lawyers obligations under any applicable rules of ethics and/or professional responsibility, which are hereby incorporated herein. Obligations and warranties 1. Lawyer will be readily available to represent clients best interest. Lawyer may not refuse to represent client, or withdraw from the representation (as this term is defined below), because of clients personal beliefs, faith, color, sex, national origins, or disability. 2. Lawyer has the professional qualifications and the experience to handle the representation. Lawyer shall engage the representation with good faith intention to serve client with courtesy, zeal, loyalty and confidentiality, and will preserve clients secrets to lawyer in the course of the representation. 3. Lawyer has negotiated in good faith this engagement letter, setting forth the nature of the representation and the fee and the expenses to be paid by the client. 4. Client will receive from lawyer clarifications in writing of any terms or provisions of this engagement letter which client finds confusing, and any amendment to this engagement letter will be in writing, signed by both lawyer and client after good-faith negotiations between lawyer and client. 5. Lawyer hereby acknowledges that lawyer reviewed this engagement letter with client, and that lawyer is satisfied that client fully understands the provisions included in this engagement letter. 6. No fee, bonus, expense reimbursement, or any other payment will be required by lawyer, unless specifically agreed to in this engagement letter. 7. The representation, and all related work, will be done by lawyer personally unless the identity of other lawyers or support staff has been specified in this engagement letter, and the cost of such additional persons work has been so specified and agreed upon. 8. If this engagement letter includes a provision of budget for the cost of the representation, lawyer shall provide all the representation in accordance with such budget. 9. Client will be provided with written, itemized bills on a monthly basis, unless no additional cost has been incurred during such month.

10. The monthly bills will be reviewed by client, and client will notify the lawyer of any disputed entries. Lawyer will not charge client for time spent in discussions of such bills, related disputeresolution proceeding, or any other discussions related to this engagement letter or the relationship between lawyer and client. 11. Lawyer will inform client immediately of any developments in the representation, and of any communication or event otherwise relevant to clients affairs or to the representation. 12. Lawyer will provide client with all copies of all documents exchanged with other parties during the representation, including, but not limited to, briefs prepared by lawyer or received by other parties, correspondence, and court documents. 13. Lawyer will consult with client with any development in the representation and will not act in any manner without clients consent. Lawyer will consult with client before scheduling any meetings, conference, or a trial in the case. Client will have the opportunity to be present in any such event. 14. Lawyer will notify client of any material change in the law that is applicable in any way to the representation. 15. Client will have the sole discretion regarding any settlement. 16. Lawyer will notify client in advance of any unexpected cost or expenses in connection with the representation. 17. Client will provide lawyer with all necessary information, documents, and any other assistance required to enable lawyer to provide competent representation. 18. In case of termination of representation by either lawyer or client, outstanding fees or expenses owed to lawyer shall be paid by client promptly. If any such fees or expenses are disputed by client, such dispute shall be resolved in accordance with the relevant property or money in which client has proprietary rights, will be returned to client promptly after the termination of the representation, and will not be held pending payment of fees or expenses, 19. Lawyer will devote best efforts to achieving desired results of the representation as defined below. 20. At any time, client may report to the clerk of the court [or any other authority overseeing lawyers conduct and discipline] with respect to any suspected unethical conduct by lawyer. 21. In case of any disagreement between lawyer and client, lawyer will advise client of the availability of free arbitration procedures, as defined below, bar association ethics committee

procedure, and malpractice legal action, as the case may be. Lawyer will assist client in obtaining legal representation by another lawyer in such matters. Scope of representations and desired results. _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ _____________________________________________________________________________________ Matter/component of representation: (i) [Monthly retainer, all included]______________________________$________ (ii) ________________________________________________________$________ (iii) ________________________________________________________$________ (iv) ________________________________________________________$________ (v) ________________________________________________________$________ (vi) [Estimated Expenses and reimbursements ] ____________________$________ TOTAL__________________________________________________$________ Estimated total budget: Lawyer estimates the total cost of the representation at no more than$_____, covering all matters requiring to complete the representation. Division of fees with other lawyers No referral fee, finders fee, or other commission is paid by lawyer in connection with this engagement letter or with the representation. No person will have the right to receive or collect from lawyer any portion of the fees paid to the lawyer by client without the written consent of the client.

Payment of advance retainer. Client shall pay lawyer and advance retainer (the Advance Retainer) of $_____, payable upon the signing of this engagement letter. Such advance retainer shall constitute an advance payment on account of future fees and expenses, as accumulated periodically, and shall be credited to client through a deduction from the first amount of fee billed to client hereafter. Should the representation be terminated for any reason, lawyer shall refund promptly any portion of the advance retainer that has not been actually earned prior to such termination or been applied to specific expenses. At such time, lawyer will provide client with a final bill, as provided by this engagement letter.

Monthly Retainer

Client will pay lawyer a monthly retainer (the monthly retainer) of $_____every month on the first day of the month. Lawyer will not charge client any additional fee for legal services, except for work not included in the representation and only such additional fee as been agreed upon between lawyer and client in writing. The amount of monthly retainer will be subject to negotiation one every 12 months, and will be based on a tentative hourly rate of $_____per hour. Any amount of monthly retainer will be non-refundable, and would be considered earned as soon as it was paid.

Hourly rate Client will pay lawyer a fee which will be calculated as follows: for time spent in connection with the representation, including advice and conferences between client and lawyer, client will pay a fee at the rate of $_____per hour for services actually rendered (with credit for the advance retainer paid at the signing of this engagement letter). Under no circumstances will client be charged for time in excess of the maximum set forth in the estimated budget provision of this engagement letter.

Contingent fee in lawsuit Client will pay lawyer a fee (the contingent fee) to be calculated as a contingent of the amount recovered on clients behalf in this representation (the sum recovered). Lawyer will not demand any additional fee for any work done in connection with this representation or otherwise, unless such unrelated work and the payment of a fee therefore has been agreed to in writing. In the case of a settlement before the beginning of a trial, the contingent fee would be ___% with respect to any sum recovered; the contingent fee would be ____% during or after a trial. The contingent fee will cover all the work done by lawyer in connection with the claim against__________________________, and with this representation. The sum recovered which is subject to this contingent fee shall not include any reimbursement paid to or on behalf of client for any medical or other expense sustained by client. Lawyers expenses listed will be deducted from the sum recovered and paid to lawyer before the calculation of the above contingent fee. In the event client decides to terminate this representation for any reason prior to the final resolution of the representation, no contingent fee will be owed by client to lawyer. However, in such case, lawyer will have the right to receive a reduced contingent fee, equivalent to the portion of the legal work performed by lawyer of the total legal work required to bring resolution to a final conclusion. Such reduced contingent fee will not become due unless such final resolution of the suit has taken place in favor of the client, and the sum recovered has actually been recovered. The measure of such reduced contingent fee will be determine by agreement, between lawyer and client, at the time of such termination or, in the event of disagreement, shall be subject to the provisions of this engagement letter relating to dispute resolution.

Unauthorized actions by Lawyer: Offset against Fees

In the case of any damages caused to client as a result of lawyers failure to consult with client before taking any action on clients behalf, lawyers action outside of the scope of representation, or any other action taken by lawyer in violation of this engagement letter, or any applicable ethics rules, client may offset such damages suffered by client against any fees or expenses owed to lawyer at any time in connection with this representation. This provision does not limit clients right to pursue any available sanctions, remedies, or compensation under any applicable law or regulations.

Termination by client Client may terminate the representation at any time. In such event, lawyer shall communicate with client, or with another lawyer hired by client to represent client, and shall surrender and deliver all documents, materials, and information which came into lawyers possession n connection with the representation. Termination of representation by client will be done in writing, and may include instructions pertaining to such termination and to the transition. Lawyer may not hold any documents or information relevant to representation after such termination, and shall transfer such documents and information according to clients instructions. Within 30 days of such termination, lawyer shall send client a final bill, as provided in this engagement letter. Client shall have the right to claim and deduct from any outstanding bills, any financial damages sustained by client as a result of mistakes or negligence by lawyer. Any disputes by lawyer and client with respect to outstanding bills shall be resolved in accordance with the dispute resolution provision of this engagement letter.

Termination by Lawyer Lawyer may withdraw from the representation at any time, provided that another, qualified lawyer has been retained by client, and at clients choice and complete satisfaction, and after other such lawyer has agreed to the representation based on a review of all relevant documents and information required for other such lawyer to provide effective legal representation. Lawyers withdraw shall become effective only after client has consented to such withdraw in writing. Lawyer shall be responsible for the smooth transition of the representation. Within 30 days after such withdraw, lawyer shall send client a final bill as provided in this engagement letter. Any dispute over any item in such final bill shall be resolved in accordance with the

provision on dispute resolution provided in this engagement letter. Lawyer shall not have the right to hold any documents or information after lawyer has informed client of lawyers intention to withdraw from the representation. The Final Bill After 30 days after the completion, termination, or withdraw from the representation, lawyer shall provide client with a final bill (the final bill) setting forth all outstanding respective obligations. Any charges for fees, expenses, or reimbursements shall be accompanied by a detailed explanation. Any dispute over any charge item in such final bill shall be resolved in accordance with the dispute resolution provision provided in this engagement letter. In the event of recovery of any amounts as judgment or settlement on behalf of client, lawyer shall include the final bill a statement explaining the method by which any contingent fee (if any) is calculated, including the percentage pertaining to such settlement, judgment, or other sum recovered, and details of any expenses deducted by lawyer from such amount paid, and whether such expenses were deducted before or after calculation of such contingency. Lawyer shall also state the outcome of the representation, the amount of any recovery, the remittance to the client, and all calculations in connection with such amounts.

Restrictions on fee collection measures Should client in any way dispute a charge in the final bill or any other bill, client may refuse to pay any such charge and the provision of any dispute resolution in this engagement letter shall apply. Until such dispute resolution has been resolve amicably, through binding arbitration, or by a final judgment of a court of appropriate jurisdiction. Lawyer may not place a lien of any type, or otherwise use any mortgage, summary proceedings, or any other collection measures against client. Under no circumstances will lawyer have the right (which is hereby expressively waived) to retain clients property, documents, or money pending any dispute resolution between lawyer and client.