ATTORNEY-CLIENT FEE AGREEMENT
1. PARTIES AND EFFECTIVE DATE.
THIS ATTORNEY-CLIENT FEE AGREEMENT (the "Agreement") is entered into by and
between MarketShare Recovery, Inc. ("Client") Xxxx X. Xxxxxx, Esq.
("Attorneys") and takes effect on the date executed by the final party.
2. SCOPE AND DUTIES. Client retains Attorneys to provide legal
services in connection with certain securities filings and general corporate
representation of, and for the benefit of MarketShare Recovery, Inc.
3. RETAINER. Client will deposit with Attorneys the sum of n/a ($0) as a
retainer.
4. LEGAL FEES. The fee shall be capped at securities valued at fifteen
thousand dollars ($15,000). Specifically, Client agrees to issue to Attorneys,
within thirty (30) days of Company's execution of this Agreementor as soon as
practicable, seven hundred and sixty-four thousand, three hundred and fifty
(764,350) fully-paid, non- assessable shares of Company's restricted common
stock (the "Shares") (OTCBB symbol: HLLS). Said issuance of the Company's
restricted common stock is calculated and is to be issued based on the
anticipated corporate structure post reverse stock split not subject to
dilution or any other subsequent reclassifications of the Company's common
stock which may occur as a result of the recently executed business
combination.
5. COSTS AND EXPENSES. In addition to paying legal fees, Client agrees
to pay all costs and expenses incurred by Attorneys including, but not limited
to, the following: process server, facsimile transmission, express mail and
messenger fees; court reporter fees; postage and photocopying; long-distance
telephone charges; filing fees; any travel meals or lodging; any computerized
legal database service; and other incidental expenses incurred on Client's
behalf. Attorneys shall obtain Client's consent before retaining an outside
investigator, consultant or expert witness or incurring any extraordinary
expense over one hundred dollars ($100). Photocopying and facsimiles will
be charged to Client at cost/page ($.10 and $1.00 per page, respectively).
If Client so directs, Attorneys will charge, to the extent possible, all such
expenses directly to Client's already established commercial account.
6. MONTHLY STATEMENT. Attorneys shall send to Client periodic
statements, at intervals of approximately 30-days, for any month in
which services are rendered and/or costs incurred, describing all
legal services rendered and costs and expenses incurred by Attorneys
in connection with this matter, and showing the balance of the
retainer, less cost of legal services performed. Client may request
such statements at shorter intervals.
7. CONCLUSION OF SERVICES. When Attorneys' services conclude, all unpaid
charges, if any, shall become payable. After Attorneys' services
conclude, Attorneys will, upon Client's request, deliver Client's file
to Client, together with any Client funds or property in Attorney's
possession.
8. DISCHARGE AND WITHDRAWAL. Client may discharge Attorneys at any time.
Attorneys may withdraw with Client's consent or for good cause. Good cause
includes Client's breach of the Agreement, Client's refusal to cooperate with
Attorneys or any other fact or circumstance that renders Attorneys' continuing
representation unethical or unlawful.
9. GOVERNING LAW. The laws of Florida govern construction and
interpretation of the Agreement.
10. COLLECTION COSTS. Xxxxxxxx not paid one month from the date of the
invoice will be subject to a late payment charge equal to one percent (1%)
per month of the outstanding balance. Should it become necessary for Attorneys
to enforce the terms and provisions of this Agreement, Client hereby agrees to
pay all costs of collection, including the costs of any collection agency and
reasonable attorneys' fees incurred.
11. DISCLAIMER OF GUARANTEE. Nothing in this Agreement will be construed
as a guarantee or promise about the outcome of this matter. No one can make
such a guarantee.
Xxxx X. Xxxxxx
Dated: July 1, 2003 By:
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Xxxx X. Xxxxxx, Attorney at Law
Dated: MarketShare Recovery, Inc.
By:
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Xxx Xxxxxxx, Secretary, CFO and
Director
By:___________________________________
Xxx Xxxxxx, CEO, President and
Chairman of the Board of Directors
