Client Fee Agreement

CLIENT FEE AGREEMENT

THIS AGREEMENT (hereinafter the “Agreement”), made and entered into this day of by and between , an Illinois resident, as well as any business entity formed hereafter in which he is a principal, partner, director, officer or shareholder (hereinafter collectively the “CLIENT”), and (hereinafter the “ATTORNEY”),

WITNESSETH AS FOLLOWS:

WHEREAS, CLIENT wishes to engaged ATTORNEY to render advice and counsel in connection with obtaining a loan (hereinafter the "Loan"), construction of a building (hereinafter the "Building") and subsequent leasing of space therein to various tenants (hereinafter "Leasing"); and

WHEREAS, ATTORNEY wishes to accept such engagement; and

WHEREAS, the parties hereto seek to set forth their respective rights and responsibilities;

NOW THEREFORE, in consideration for the performance of the mutual covenants contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, IT IS AGREED by and between the parties as follows:

RETENTION OF ATTORNEY

The parties to this Agreement shall be affiliated as set forth below commencing from the date specified in the first paragraph above. Said affiliation shall continue until written notice is given by any of the parties to this Agreement that they wish to end their working relationship.

Not later than fifteen (15) days after such written notice, CLIENT shall pay ATTORNEY any and all sums due and owing at the date of the writing of said notice and ATTORNEY shall thereafter return to CLIENT upon request all work product produced for CLIENT.

CONSULTING ATTORNEY

With respect to the tasks contemplated by this Agreement, the consulting attorney shall be (hereinafter collectively the "Consulting Attorney"). The Consulting Attorney shall be available to the CLIENT for advice and counsel on the same basis as the ATTORNEY. All time spent by the CLIENT with or through the Consulting Attorney shall be encompassed by the terms hereof and shall not engender extra or additional charges except as herein set forth.

SCOPE OF WORK

Included Tasks

The Attorney will complete the tasks set forth on Exhibit "A" hereto (hereinafter the "Included Tasks") pursuant to the terms of this Agreement:

Extras

The Attorney will complete all other tasks for the Client, including but not limited to those listed below (hereinafter collectively the "Extras") for an extra and additional sum calculated at the rate of Dollars ($) per hour, plus costs, as set forth in this Agreement:

(a)

(b)

(c)

(d)

and

(e)

COMPENSATION

Tasks Undertaken Prior to Receipt of Loan Proceeds

Included Tasks undertaken by the ATTORNEY prior to the receipt of the Loan proceeds shall be compensated at the rate of Dollars ($) per hour, plus costs, as set forth in this Agreement, provided however, that the total fees charged by the ATTORNEY for the performance of the Included Tasks shall be capped at Dollars ($), exclusive of costs.

Tasks Undertaken Following Receipt of Loan Proceeds

Following the receipt of the Loan proceeds, the ATTORNEY shall receive a sum from the Client (or disbursed directly from the proceeds of the Loan at the Attorney's direction) equal to Dollars ($) less the sums paid to the ATTORNEY for fees incurred in the performance of Included Tasks and Extras performed to date.

Costs

Under any circumstances, ATTORNEY's Compensation shall also consist of full reimbursement for all reasonable Costs, including but not limited to: (a) postage on items sent to, or for the benefit of CLIENT, including any insurance purchased thereon; (b) Federal Express; (c) messenger services; (d) court costs such as filing fees and process servers; (e) copies of documents made at the rate of Ten Cents ($.10) per page; (f) facsimile transmissions on behalf of Client to third parties at the rate of One Dollar ($1.00) per page; and (g) costs of transportation such as train, air, sea or rental-vehicle required in ATTORNEY's judgment to perform tasks for CLIENT, along with all expenses incident thereto, including taxes, title, insurance, fuel and tolls.

BILLING AND PAYMENT

Advance Fee

Cash or Certified Funds

Prior to commencement of work by ATTORNEY, CLIENT shall deposit with ATTORNEY the sum of Dollars ($) in lawful currency of the United States or by Certified or Cashier's Funds. Said deposit of funds shall be a requirement for the validity hereof and, or the performance of any work hereunder specified.

CLIENT acknowledges that failure to deposit said fees prior to ATTORNEY's initiation of work would result in harm to ATTORNEY and agree to indemnify ATTORNEY for all fees and costs incurred in the collection of all compensation due and owing ATTORNEY, including all attorney's fees and court costs incurred therein.

Credit Card

In the alternative, the CLIENT shall provide the ATTORNEY with sufficient information by which to draw down on a CLIENT credit-card account and, furthermore, hereby authorizes all charges against that account consistent herewith at the ATTORNEY'S discretion.

Invoices

ATTORNEY shall enclose an invoice to CLIENT no less frequently than once per month (hereinafter the "Invoice"). Each Invoice shall inform the Client of the tasks performed by the ATTORNEY during the period covered by said Invoice, shall list the costs incurred during that period, and shall specify whether an amount is due from the CLIENT in payment thereof.

All sums specified as due on the Invoice shall be payable immediately, and in any case within fourteen (14) days of the enclosure thereof by the ATTORNEY.

Unpaid sums set forth on the Invoice shall accrue interest at the rate of two percent (2%) per month until said balance is paid.

HONESTY IN FACT

CLIENT shall at all times be honest in conduct with ATTORNEY and shall promptly and completely provide ATTORNEY with all oral and written information, documents, objects and other tangible things requested by ATTORNEY in the course of any representation or action undertaken on behalf of CLIENT. Furthermore, CLIENT shall not affirmatively misstate any material fact or fail to disclose any fact necessary to make any of CLIENT's statements to ATTORNEY not misleading. CLIENT hereby acknowledges that failure to comply with this paragraph shall cause immediate and irreparable harm to ATTORNEY and shall give rise to an immediate right on the part of ATTORNEY to withdraw from any and all representation undertaken and to seek all remedies against CLIENT available at law and equity, in addition to those provided hereunder.

ENTIRE AGREEMENT

This writing contains the entire agreement between the parties. No representations are made or reasonably relied upon by either party other than those expressly set forth herein. No term or condition of this Agreement can be changed, modified, deleted or varied except by subsequent written agreement between the parties hereto.

GOVERNING LAW

The validity, interpretation, construction and performance of this Agreement shall be controlled by and construed under the laws of the State of Illinois.

RIGHT TO INDEPENDENT REVIEW OF THIS FEE AGREEMENT

ATTORNEY HAS INFORMED THE UNDERSIGNED THAT THE UNDERSIGNED HAS THE RIGHT TO SEEK INDEPENDENT LEGAL REVIEW OF THIS FEE AGREEMENT. THE UNDERSIGNED HAS READ THIS PARAGRAPH AND UNDERSTANDS THAT THE SIGNING OF THIS AGREEMENT SHALL BIND THE SIGNATORIES TO THE TERMS AND CONDITIONS HEREOF.

IN WITNESS WHEREOF, the parties have agreed and signed on the day and year first above written.

EXHIBIT "A"
INCLUDED TASKS