HEIMERL LAW FIRM
75 Claremont Road, Suite 311 New York Office:
Bernardsville, New Jersey 07924 67 Wall Street
Wolfgang Heimerl ------- Suite 2211, PMB-8370
Admitted in NJ & NY New York, New York 10005
Tel: (908) 766-3385 Tel.: (212)323-7970
Fax: (908) 766-4821
May 1, 2003
James Farinella
T&G2, Inc.
65 LaGrand Avenue
Berkeley Heights, NJ 07922
Dear Mr. Farinella:
As you know, my statements to T&G2, Inc. through December 31, 2002 remain
unpaid as of this date. As we agreed, T&G2, Inc. will pay those statements in
cash and for the period beginning January 1, 2003, I will agree to a flat fee
retainer of $5,000.00 per month to cover all eligible work under Form S-8 (i.e.
litigation and corporate work) for which I will agree to take stock as
compensation. For all work not permitted under Form S-8 (i.e. negotiating
agreements to raise capital and the like) I will be separately compensated in
cash.
My fees in general will be based upon the number of hours I devote at my
hourly rate of $175. That rate is subject to change annually on the first day of
January each year commencing in 2004. It is further understood that you will
reimburse me for all disbursements incurred in connection with my engagement. I,
however, agree to obtain your prior approval for any disbursement in excess of
$250 or, in the aggregate, of $350.00 per month.
As is my customary practice, I will bill you each month for the fees and
disbursements incurred on your behalf and indicate the hours spent on each
particular matter on which you may request my services. To the extend T&G2, Inc.
does not use the entire retainer balance of eligible services per month, a
credit will be carried forward to the next month. Under no circumstances may
that credit balance be applied to payment of non-eligible services. My monthly
statements will be due within twenty days of presentation. Statements not paid
when due will incur a late fee of 1% per month. I also reserve the right to
cease rendering services should your account become in arrears.
James M. Farinella
T&G2, Inc.
May 1, 2003
If you are in agreement with the above terms, please countersign this
letter below and return it to me so that my services to T&G2, Inc. will remain
uninterrupted.
I look forward to continuing to provide legal services to T&G2, Inc.
Of course, should you have any questions, do not hesitate to contact me.
Yours sincerely,
/s/
Wolfgang Heimerl
Date: May __, 2003
AGREED AND ACCEPTED:
T&G2, Inc.
By:
-----------------------------------
James M. Farinella / President