Xxxx X. Xxxxxx Attorney at Law Telephone: 000-000-0000
Facsimile: 000-000-0000
E-mail: xxxxxx@xxx.xxx
00000 Xxxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
September 10, 2003
Xxx Xxxxxxx, CEO
LIVESTAR Entertainment Group, Inc.
4th floor 00 X. 0xx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
RE: Representation Agreement
Dear Xxx:
This letter will constitute my Representation Agreement ("Agreement") confirming
the standard terms upon which my services are provided. Upon execution of this
Agreement, you have retained the law firm of Xxxx X. Xxxxxx ("Firm") in
connection with the matters set forth below.
Scope of Engagement
LIVESTAR Entertainment Group, Inc. ("Client") hereby retains the firm of Xxxx X.
Xxxxxx to perform legal services related to compliance with U.S. federal
securities laws and related corporate matters (the "Scope of Engagement"). My
representation of you is limited to the Scope of Engagement and other matters
for which I agree to perform services after consultation with you.
To assist us in the course of this engagement, I will expect your full
cooperation with my office in providing me with the requested documents and
information, keeping me apprised of any changes in facts and circumstances that
affect my services, and the payment of my bills in a current and timely manner.
Legal Fees and Expenses
With respect to my charges for legal services, many factors are taken into
account in quoting the legal fees, including the time expended, nature, and
complexity of the work performed, the time required by the client, and the
results achieved for the client by the firm.
Client agrees to compensate the Firm based upon the Firm's engagement standard
hourly rates for Xxxx X. Xxxxxx of $225.00 per hour. Other charges will include
preparation of documents to be filed with the Securities and Exchange Commission
("SEC") into the electronic format for filing and the filing of the same with
the SEC at the rate of $5.00 per page.
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In addition to the legal fees described above, you will be responsible for the
current and timely payment of all out-of-pocket disbursements, costs, and
expenses, which will be separately itemized on our statement to you. These may
include travel, filing fees, and other expenses as reasonably requested by the
Firm and as pre-approved by the Client.
Terms of Payment
It is my practice to send a monthly statement for services rendered during the
previous month and for disbursements incurred on Client's account. The detail in
the monthly statement will inform you of both the nature and process of the work
and fees and disbursements incurred. I will do my best to ensure that our
Clients are fully satisfied not only with my services, but also with the
reasonableness of the fees and disbursements charged for those services.
Payment may be made in cash or in other consideration as approved by me from
time to time such as shares of common stock of LIVESTAR Entertainment Group,
Inc. registered on Form S-8 during a time that an active public market exists
for such stock. Payment in such stock may be used for services rendered by me
prior to the date of this Agreement. The parties agree that a registration
statement on Form S-8 for 1.5 million shares of common stock will be made
immediately for payment of past and future services.
Termination
This Agreement may be prospectively terminated at any time upon reasonable
advance written notice given by either party. Client also agrees that the Firm
shall be under no obligation to undertake or continue services on any matter if
the Firm deems such services to be in conflict with legal ethics; or if the
Client fails to make any payment to the Firm when due.
Conflict of Interest
I have performed a conflict of interest check and have determined that I do not
have a conflict with representing you in this matter. However, should you
believe that there are or will be other parties with a direct economic or
personal interest relating to my representation, which have not been previously
disclosed to us, you agree to immediately contact the Firm with such
information. I may not represent multiple clients who have directly adverse
interests without first explaining the facts and circumstances that give rise or
may give rise to the conflict and obtaining their informed written consent.
Results
The Client understands that the Firm has not and cannot guarantee results, and
that the Firm's services shall be to give Client legal advice and advocate
Client's position with regard to the Scope of Engagement.
No Continuing Obligation
Once the legal work is complete, the Firm has no obligation to inform client of
future developments relative to legal work performed hereunder. It is advised
that client periodically consult with an attorney with regard to any such future
developments. In addition, it is advisable for client to consult with the
attorney if there is a significant change in client's circumstances.
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Severability
Every provision of this Agreement is severable. If any provision hereof is held
to be illegal or invalid for any reason whatsoever, such illegality or
invalidity shall not affect the validity of the remainder of this Agreement.
Modification
This Agreement reflects the standard terms upon which the Firm currently makes
its services available to clients. In the event that such standard terms are
modified in the future, this Agreement may be amended by the Firm and the Client
to reflect such modified standard terms.
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Esq.
WE AGREE TO THE TERMS OF REPRESENTATION AND ENGAGEMENT AS OUTLINED ABOVE.
LIVESTAR Entertainment Group, Inc.
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, CEO
