Exhibit 10.5
Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx LLP
0000 XXXXXX XX XXX XXXXXXXX XXX XXXX XX 00000
TEL 000 000 0000 FAX 000 000 0000 EMAIL: XXXX@XXXXXX.XXX
July 17, 2002
Norstar Group, Inc.
Xx. Xxxxx XxXxxxxxxxx
0000 Xxxxxx Xxxx Xx. Suite 128
Ft. Lauderdale Florida 33312
Re: Retainer for Legal Representation
Dear XxXxxxxxxxx:
This letter sets forth our understanding whereby Norstar Group, Inc.,
("Norstar") has agreed to engage this firm to represent it with respect to
general securities and regulatory matters and specifically the preparation of a
Form S-8 (and resale prospectus) for approximately eight shareholders and
corresponding consulting agreements. Such representation shall cover
conferences, correspondence and telephone conversations with the SEC if
required, corporate officers, shareholders and consultants, as well as review,
preparation and drafting of the Form S-8 (hereinafter referred to as the
"Matters"). This engagement does not, however, cover any work required in
connection with other matters that in our sole discretion are not part of the
Matters. You will be advised of the need for such additional work before it is
commenced by us. Such additional work will be billed to you at our hourly rate
or at a project rate to be agreed upon between us. In connection therewith, our
understanding and agreement is as follows:
1. We will undertake to advise you in connection with the Matters. For
the services described above, we require an initial retainer of $2,500, payable
upon execution and delivery of this retainer letter to us. In addition NorStar
will deliver to Xxxxxxx Xxxxxxxxx (a partner of Xxxxxxxxx Xxxx Xxxxxxxx Xxxxxxx
LLP) 250,000 shares of Common Stock of NorStar Group, Inc. which will also be
registered on the Form S-8 and delivered upon the filing of the Form S-8 without
restriction to resale.
2. Alternatively, we can bill you on an hourly basis. If you desire
this method, we assign hourly rates for each member of our legal staff based
upon years of experience, specialization and level of professional attainment.
The rates per hour of those persons who are expected to work on your matters are
$100.00 per hour for paralegals, $200.00 to $250.00 per hour for associates and
$300.00-$350.00 for partners.
3. The fees set forth above do not include out-of-pocket and incidental
costs and expenses such as photocopying, filing fees, travel, long-distance
telephone calls, computer research fees, messenger charges, court costs,
facsimile charges and the like
4. We will consult with officers of NorStar on all major decisions and
will attempt to keep you fully informed of the status of the preparation of
documents and responses to filings, if any, as well as our recommended
strategies. You should feel free to call at any time if any employees of the
company have any questions or wish to discuss any aspect of this matter.
5. This Agreement shall be governed by the laws of the State of New
York and venue for any action hereunder shall be in New York County, New York.
If this arrangement meets with the Company's approval, please sign the
enclosed copy of this letter and return it to us along with the retainer check
in the amount of $2,500. Naturally, if you have any questions, please feel free
to contact us at any time.
Very truly yours,
SICHENZIA XXXX XXXXXXXX XXXXXXX LLP
/s/Xxxxxxx Xxxxxxxxx
Partner
Agreed and Accepted this
____ day of July, 2002
NorStar Group, Inc.
