HENTOFF LAW OFFICE, P.C.

NICHOLAS S. HENTOFF
ATTORNEY AT LAW*
________________________________
*Admitted to practice in Arizona and New York

MEMORANDUM

Date:

To:

From: Hentoff Law Office, P.C.

Re: Client Service Policies; Questions and Answers

This memo confirms our understanding of the terms of the representation letter Hentoff Law Office, P.C. will undertake on behalf of you, our client. These terms will apply to any matters we agree to undertake on your behalf unless we both agree in writing to a different arrangement. Because this memo is intended to cover any kind of assignment you may give us, it mentions certain aspects of legal representation generally that may not apply to the initial assignment.

1. Where is the scope of engagement defined, and why is it important to define the scope of each engagement? By separate letter we will agree on the exact scope of each engagement. This serves to confirm the specific tasks for which we have been hired, and obligates us to decline any other engagements which conflict directly with this representation. Since we will not be precluded from accepting a future representation of another client having interests that differ form yours except where a legal conflict of interest exists, please tell us if you wish to expand the scope of our legal representation.
   
   
2. Will my lawyers be conscientious about communication, costs and deadlines? We understand that your goals in seeking legal services include compliance with applicable laws, timely and efficient problem resolution, and reasonable avoidance of risk. You expect your lawyers, through teamwork with you, to timely identify and resolve issues in your best interests using the most cost-effective methods in view of applicable compliance obligations and identifiable risks. Our relationship should be build upon the clear understanding that quality legal representation and cost containment efforts have equal priority. Creative, quality representation, which leads to cost-effective resolution, is expected. Frequent communications and close cooperation between us will improve our ability to be of assistance and to complete our task. We will want to discuss regularly the progress of this matter, and we will forward to you copies of significant correspondence and documents so you may keep track of the matter’s progress.
   
   
1. How will I be charged for legal services? We are willing to make fee arrangements that are tailored to your specific projects or needs. In the absence of special arrangements we will charge fees on the basis of the firm’s standard hourly rates for the lawyers and non-professional personnel in effect when services are rendered. These hourly rates are established on the basis of experience and skills. Staffing decisions are made with the objective of rendering services to you on the most efficient and cost-effective basis. I will have primary responsibility for your work, but we will try to use associate, paralegal and other support when possible, and we will be happy to discuss staffing with you. Changes in standard rates are made yearly. If at a future date you would like to receive a revised list of rates that takes into account any changes after the date of this letter, we will be pleased to provide you with an updated schedule upon request.


The time devoted to your matters may include consultations with others (including others in our office), correspondence, meetings, telephone calls, (including calls with you or opposing counsel), negotiations, factual investigations and analysis, legal research and analysis, document preparation and revision, travel away from the office on your behalf, and all other work related to your matters. When more than one of our legal personnel is involved in a telephone conference, meeting, or court hearing, each person will record the time expended.

Upon termination of this agreement, if there is any disagreement concerning the fee charged hereunder, Client agrees to submit that disagreement to binding arbitration with the Fee Arbitration Committee of the State Bar of Arizona.


2. How will I be charged for costs and expenses? Our billings include costs and disbursements for outside services. It is generally easier for both of us if we advance funds on your behalf for smaller costs rather than ask you to pay a succession of small invoices. Larger items will be forwarded to you with the request that you pay them directly. It is our understanding that, in addition to our fees for legal services rendered, you authorize us to incur on your behalf, and agree to pay, the following (“Costs”):
   
   Costs for telephone calls, postage, facsimile transmissions, messengers, overnight deliveries, photocopying, computerized legal research and computerized data research, all of which are detailed on the attached schedule; fees charged by governmental agencies and by outside retained services such as process service, court and deposition reporting and transcription services, expert witnesses, and investigation services which you have not paid directly; medical records and medical records copying costs; and other reasonable costs or expenses which we would not have incurred but for our representation of you.
   
   Travel expenses of our attorneys and legal assistants will be paid in advance by the Client. Whenever possible reservations will be made on direct flights and at hotels near the location of the event which is the object of the travel. All travel, hotel accommodations, and related expenses such as meals and local transportation, incurred by us will be kept reasonable in relation to their availability and geographic location.
   
   In the event of recovery in contingency cases, Client agrees that Attorney may pay any of these unpaid bills from Client’s share of the recovery. In the event Client recovers nothing, it is understood that Client still has the responsibility to pay any costs or expenses which may have been incurred in connection with this case and some of those costs may be assessed against Client by the court.



3. May I obtain an estimate of my legal bill? We recognize the value in planning and budgeting of legal affairs. If you would like an estimate of our fees and Cost for particular task, please ask us and we will discuss one. However, in some matters we are unable to give useful estimates because there are so many uncertainties and events beyond our control. Even when we can develop estimates, we generally do not guarantee our estimates unless you have asked us to provide a fixed or capped fee arrangement.
   
   
4. When will I receive statements, and when is payment due? Our invoices are normally mailed monthly and due upon receipt and are considered past due 30 days after their due date. Payment may be sent directly to our office, may be made through Paypal using our e-mail address, may be made by credit card through our website, or may be wired directly to the firm’s bank account. Credit card and Paypal transactions will incur an additional 3% surcharge. Please contact us for wiring instructions. At the conclusion of any matter for which a retainer is exclusively applicable, we will refund to you any unused amount of the retainer.
3. How am I assured that my lawyers will not have conflicts of interest? We avoid conflicts of interest and protect the attorney-client and work product privileges. To do so, we maintain a record of past and present clients and persons or entities with an interest adverse to our clients, to determine whether a conflict of interest would be created by any new representation. By separate letter we will confirm the only names we have been given for conflicts purposes. You should tell us now and in the future whether any other individuals or business entities are or become involved in our representation of you. Otherwise, we will assume that our listing is complete.

Under what circumstances might my lawyer represent others whose interests are adverse to mine? As a firm we represent many other companies and individuals. It is possible that, during the time we are representing you, some of our present or future clients will have transactions or disputes with you that are unrelated to work we are handling for you. Obviously, if the work involved in our representation of you is related to a transaction or dispute with another person, we have a conflict of interest that precludes our representation of the other person in this matter. In addition, if, as a result of our representation of you, we have obtained sensitive, proprietary or other confidential information of a non-public nature, we must not allow that information to be used by any other client to your material disadvantage. Subject to that limitation, we may continue to represent existing or new clients in any matter that is not substantially related to our work for you, even if the interests of such clients in those other matters maybe adverse to yours.


1. Does protections against conflicts of interest extend to affiliates? We ask that you provide the names of all affiliates so that we may enter them into our conflict system to be alert to potential conflicts. However, unless we agree to the contrary, this representation is only of the client named in our separate engagement letter, not any parent, subsidiary, sister corporation or LLC, officer, director, manager, member, shareholder, partner, joint venturer or other affiliate, and therefore we are not precluded from undertaking or continuing representation of present or future clients on matters in which their interests may be adverse to those of any of your affiliates, as distinct from you.
   
   We occasionally represent, or are represented by, other law firms. Those law firms may represent clients whose interests are adverse to yours. We do not believe such relationships create any conflicts. Our agreement is that we may represent you and also represent (or be represented by) law firms whose clients have interest adverse to yours.
5. What are the expectations my lawyers have? We understand that you will be candid and cooperative with us, provide us with factual information and documentation relating to the matters we are handling for you, keep us informed of developments, be available to confer with us, and make decisions as required to assist us in the progress of our representation. If you have questions or concerns about our work or our bills, please bring them up promptly so that they may be addressed right away. We do not charge for time spent answering questions about your bills. In order to ensure that questions you might have are brought to our attention quickly, and to minimize carrying costs that affect the hourly rates paid by all our clients, we charge interest at the rate of 1.5% per month on any invoiced amount not paid within 40 days form the date of the statement. We may stop work on matters we are handling for a client if any amount invoiced is 60 days or more past due or if a client has agreed to provide retainer funds or advances against costs and fails to do so. We are confident that the policy will not become an issue with respect to this matter.
   
   Our ethical obligation to you requires us to explain that there are certain limits on our duty to keep confidential all information you disclose to us in connection with this representation. We may disclose information needed to defend ourselves against wrongful accusations that we have participated in fraud, crime, unethical conduct or malpractice. We do not expect any of these ethical obligations to arise in the course of this representation, but we owe it to you to honestly explain these limits to the otherwise strict duty of client confidentiality.
   
   
   
6. How can this representation be terminated? What happens after termination? You have the right to terminate our representation of you at any time. Similarly, subject to our ethical obligations to give you reasonable notice to arrange for alternate representation, we have the right to terminate our representation of you at any time (although, of course, we value our relationship and hope to develop it). Should either of us exercise our right to terminate our representation, we understand that you will sign a Substitution of Counsel authorizing our withdrawal as counsel of record in any proceeding in which we have appeared on your behalf. Termination or our services does not affect payment for legal services rendered and Costs incurred up to the date of termination, and for any reasonable further work required of us in order to facilitate an orderly turnover of matters in process at the time of termination. In some case, our legal advice may involve interpretation of laws, which provide for criminal sanctions. As to the latter, if any attorney’s advice is not followed, the attorney may have an ethical obligation to withdraw as counsel. We does not anticipate that we will ever be so required to withdraw.



7. Might there be insurance coverage for any of the legal matters my lawyers will be handling? You may have insurance policies relating to a matter for which you request our assistance. If coverage may be available, notify the insurance company as soon as possible or, if you provide us with copies of your policies sand expressly request our advice on potential coverage, we will advise you on the availability of insurance coverage under those policies, for any of the matters to be handled by us. If an insurance company undertakes the payment of any portion of our statements, you will remain responsible only for any amounts not paid by the insurance company.



8. What is Hentoff Law Office, PC’s policy on non-public personal and financial information (“Private Information”)? We at Hentoff Law Office PC are required to preserve the confidences of our clients under the Model Rules of Professional Conduct as adopted and amended by the Supreme Court of Arizona and the other states in which our lawyers are admitted to practice law. Private Information that we obtain from you or in connection with our representation of you is protected under these rules. A lawyer who discloses Private Information may be subject to disciplinary proceedings and sanctions including public censure, suspension or disbarment.
   
   We use Private Information only to provide the legal and related service that you request from us. We restrict access to Private Information to attorneys and staff members on a “need to know” basis, and we do not disclose Private Information to anyone outside of our firm, except as authorized by you or required by law. We maintain physical, electronic, and procedural safeguards that comply with our professional responsibilities and we will never disclose Private Information in violation of our professional responsibilities.
   
   If you have questions or would like additional information about our firm’s policy and procedures regarding Private Information, please call.
   
   We look forward to representing you. If you have any questions concerning these matters that arise at any time, or if you ever wish to discuss any matter relating to our legal representation, please do not hesitate to call us.
   
   This memo does not constitute an engagement unless accompanied by a letter describing a specific matter.

---

HENTOFF LAW OFFICES P.C

SCHEDULE OF COSTS 2004
(Schedule to periodic change)

Category	Charge
Delivery – overnight other Based on standard vendor charges third party messenger	Based on standard vendor charges
Duplicating	$0.20 per page for in-house copies or actual costs of vendor charges incurred for large copy jobs commissioned at the firm’s sole discretion.
Facsimile	$1.00 per outgoing page plus telephone charge (see below); no charge for in- coming fax.
Other computerized legal database research – third party (Lexis, Westlaw, Dialog, Dow Jones, etc.)	Based on standard vendor charges
Legal research – in house (CD-ROM, Library)	No charge for in-house databases; legalresearch by based on hourly rate (normally $95 - $150) and actual time spent on research.
Postage	Actual cost of mailings if over $3.00
Secretarial overtime (if necessitated by client demands and beyond the control of the responsible attorney)	Actual direct salary costs, normally $18-$37 per hour (1/4 hour increments)
Telephone	Based on standard vendor charges for long distance calls and actual direct cost cellular calls.
Travel	Actual cost (no first class charges)