“meeting the expectations of the client” transactional law

“Meeting the Expectations of the Client” Transactional Law Mid-sized Client

Click on any item to view associated materials Biographies of Speakers

Shannon S. Frazier, Esquire, Morris James LLP Jonathan G. Strauss, Esquire, Morris James LLP

Program Materials *

Outline of Presentation Client Intake Sheet Engagement Letter Hourly Fee Agreement Initial Interview Checklist Marketing Plan New Client Information Conflict of Interest Search Quickbook Invoice Sample Invoice Termination Letter Last Will and Testament Worksheet

* The forms included herein are samples only and may not be appropriate for any particular matter.

1

w w w. m o r r i s j a m e s . c o m

Shannon S. FrazierPartner T: 302.888.6916 F: 302.888.6989

[email protected]

500 Delaware Avenue, Suite 1500PO Box 2306Wilmington, DE 19899-2306

Shannon advised aninternational corporate clienton an $800 million internalrestructuring.

Practice Areas

Business Transactions, StrategicPlanning and Counseling

Commercial Transactions

Corporate Advice

Corporate GovernanceCounseling

Corporate Trust and FiduciaryServices

Legal Opinions

Special CommitteeRepresentation

Structured Finance Transactions

Honors

Phi Delta Phi International LegalFraternity

Clerkships

Extern for The Honorable JosephC. Wilkinson, Jr., United StatesDistrict Court, Eastern District ofLouisiana

Admissions

Delaware, 2001

United States District Court,District of Delaware

Shannon S. Frazier is a member of Morris James’ BusinessTransactions, Strategic Planning and Counseling Practice, a group thathas been involved in over $50 billion in financings for a wide range ofclients.

In her personal practice, Shannon renders legal advice to Delawarebusiness entities in the areas of formation, operation, and governanceof statutory and common law trusts, limited liability companies, seriesentities, partnerships, and corporations.

She also represents banks, trustees, financial institutions, and otherparties in securitization, private equity, structured finance, and securedtransactions, and offers third-party legal opinions in these matters. Inher work with financial clients, Shannon has served as counsel to stateand national banking institutions, advising them in a range oftransactions. These include asset-backed securitization, structuredfinance, project finance, equipment finance, traditional leveraged lease,trust preferred, and cross-border financial transactions.

Experience● Securitizations

● Escrow, Pledge and Custody Arrangements

● Aircraft, Rail, Ship and Infrastructure Financing

● Corporate, LLC, Trust and Partnership Formation andGovernance

● Mergers and Acquisitions

● Conversions

● Dissolutions

● Secured Transactions pursuant to Articles 8 and 9 of theDelaware UCC


Education

Tulane University Law School,J.D., cum laude, 2000

University of Florida, B.S., 1997

● Stock Issuances

● Asset Sales

● Corporate restructurings

● Real estate financing transactions utilizing Delaware specialpurpose entities

● Third-party opinion letters under the Delaware GeneralCorporation Law, the Delaware Limited Liability Company Act, theDelaware Statutory Trust Act, and Article 9 of the DelawareUniform Commercial Code

Professional AffiliationsDelaware State Bar Association

● Corporate Counsel Section, Past Secretary

● Uniform Commercial Code Drafting Committee

● Corporation Law Section

● Commercial Law Section

● Women and the Law Section

National Association of Women LawyersDuPont Women Lawyers Network, Planning CommitteeAmerican Bar Association, Business Law Section

Community AffiliationsSt. Thomas More Society, Past PresidentAnnual Dinner Committee, Past ChairRed Mass Committee, Past Chair

Representative MattersAdvised international corporate client on $800 million internalrestructuring

Represented national bank as owner trustee in $500 million loanreceivable securitization transaction

Rendered third-party reasoned opinion letter pursuant to Section 271of the Delaware General Corporation Law

Advised Delaware-based manufacturing company in connection withits acquisition of North Carolina and Tennessee-based companies

Shannon S. Frazier (Continued)


Represented Delaware trust company as owner trustee in aircraft financing transaction

Acted as Delaware counsel for purposes of forming and delivering third-party opinion letters on special purposeentities in connection with a $130 million real estate loan transaction

Articles & PublicationsAviation Orphan Trust Structure

An Overview of the Delaware Limited Liability Company Act

An Overview of the Delaware Statutory Trust Act in Structured Finance Transactions

Delaware – The Right Choice for Business

Uses and Advantages of Delaware Statutory Trusts and Delaware Limited Liability Companies in Structured FinanceTransactions

Shannon S. Frazier (Continued)


Jonathan G. StraussAssociate

500 Delaware AvenueSuite 1500Wilmington, DE 19801-1494T: 302.888.6848F: 302.571.1750

Practice Areas

Business Transactions, StrategicPlanning and Counseling

Commercial Transactions

Corporate Advice

Corporate GovernanceCounseling

Corporate Trust and FiduciaryServices

Legal Opinions

Special CommitteeRepresentation

Structured Finance Transactions

Honors

Delaware Volunteer LegalServices Pro Bono Honor Roll,2009

Comparative and InternationalLaw Institute (a specializedprogram of study)

Admissions

Delaware, 2004

New Jersey, 2002

Pennsylvania, 2002

United States District Court,District of Delaware

United States District Court,District of New Jersey

United States District Court,Eastern District of Pennsylvania

Jonathan G. Strauss is a member of Morris James’ BusinessTransactions, Strategic Planning and Counseling Practice, a group thathas been involved in over $50 billion in financings for a wide range ofclients.

In his personal practice, Jonathan counsels clients on the use of limitedliability companies, statutory and common law trusts, partnerships,and other entities in complex financing transactions, and providesthird-party legal opinions regarding Delaware law. He acts as Delawarecounsel to local and national financial institutions, trustees, and otherparties, and advises and guides them in a range of domestic andinternational transactions, including asset-backed securitization,structured finance, project finance, equipment finance, traditionalleveraged lease, trust preferred, and cross-border transactions.

Experience● Leveraged leases

● Asset securitization

● Structured finance transactions and business ventures

● Limited liability companies, trust, corporate and partnershipformation and governance

● Statutory and common law trusts

● Represented trustee, corporations and other Delaware entities incomplex financing transactions including asset backedfinancings, leveraged leases

● Represented trusts, corporations and other Delaware entities injoint ventures, special purpose acquisition companies (SPACS)


Education

The Catholic University ofAmerica, Columbus School ofLaw, J.D., cum laude, 2002

Bucknell University, B.A., 1994

Professional Background

MBNA America, N.A., now Bankof America, 5 years in severaloperational and managerial roles

Professional AffiliationsDelaware State Bar Association

● Corporation Law, Corporate Counsel

● Commercial Law Section

American Bar Association, Business Law SectionNew Jersey Bar AssociationPennsylvania Bar AssociationThe Office of the Child Advocate, Delaware, Guardian ad litem onbehalf of abused and neglected children

Community AffiliationsSt. Thomas More Society

Representative MattersDelaware counsel to a trustee in an indenture amendment andredemption of debt securities regarding a trust preferred issuance

Delaware counsel to a national trustee acting as collateral agent,custodian and trustee in an equipment refinancing transaction

Provided Delaware opinions in a real estate transaction using Delawareentities as bankruptcy remote SPVs

Delaware counsel to a national trustee for the purchase of commercialaircraft, including the issuance of Delaware legal opinions

Provide Delaware corporate governance advice to nationalmanufacturer regarding its bylaw and charter documents

Provide advice regarding the winding up and dissolution of a DelawareLLC

Articles & PublicationsAviation Orphan Trust Structure

An Overview of the Delaware Limited Liability Company Act

An Overview of the Delaware Statutory Trust Act in Structured FinanceTransactions

Delaware – The Right Choice for Business

Jonathan G. Strauss (Continued)

Uses and Advantages of Delaware Statutory Trusts and Delaware Limited Liability Companies in Structured Finance Transactions

Bridge The Gap Program“Managing Client Relationships for the Transactional Law Midsized Client”

Topics

1) Marketing* (Rules 7.2; 7.3)a) Networkingb) Phone Bookc) Websitesd) Print & Video Mediums

2) First Meeting Retentiona) Client Identificationb) Conflict Issues (Rule 1.7; 1.8)c) Evaluation of Client’s Needsd) Disclosures of Experience to Potential Client (Rule 1.1)e) Fee Agreement (Rule 1.5)f) Privacy/confidentiality of Information (Rule 1.6)

3) Communicationsa) Rule 1.4 – Keeping Client Reasonably Informed/Statusb) Communications with Opposing Counselc) Letter/E-mail Contacts/Frequency

4) Billings (Rule 1.5)a) Fee Agreement/Hourly/Contingentb) Regular & Timely Invoices (Monthly/Bi-monthly)c) Invoices Properly Discloses Time, Work Description, and Amount

5) Issues Unique to Transactional Law Clienta) Each Client’s Needs Uniqueb) Preventive Law/Counsel & Advisec) Avoid Litigationd) Balancing Business Plan with Legal Rights

6) Terminating Relationships (Rule 1.16)a) Written Communicationsb) Return of Documents/Recordsc) Reconciliation of Client Escrow Funds

*All references in the outline to rules refer to the Delaware Lawyers’ Rules of Professional Conduct.

CLIENT INTAKE SHEET

DATE:

FILE NO.: DE( ) PA( )

FEE: $ Hourly Contingent Flat

RETAINER: $ PAID: YES NO

PAYMENT TERMS:

FEE AGREEMENT: done please send

ENGAGEMENT LETTER: done please send

CLIENT ADVERSE PARTY

NAME: V.

ADDRESS:

PHONE NO.: (H) (H)

(W) (W)

Settlement Date (real estate):

Date of Death (estates):

DOI: DOB:

S/L: SS#:

ATTORNEY:

PARALEGAL:

RECOMMENDED BY:

PREVIOUS FILES OPENED: YES( ) NO( )

[FIRM LETTERHEAD]

[DATE]

[CLIENT NAME]

Re: [DESCRIPTION OF REPRESENTATION]

Dear [CLIENT]:

This will confirm that [FIRM NAME] has been retained to serve as Delaware counsel foryou in [NATURE OF ACTION] Our experience suggests that we will benefit from a clearunderstanding of our mutual obligations. This letter sets forth, therefore, the terms on which wewill undertake this representation.

I. SCOPE OF ENGAGEMENT

A. Matter Involved. You have engaged us to represent you in connection with[NATURE OF ACTION]. Our representation has initially included [DESCRIBE]. Ourrepresentation may be extended to include other matters, if you and we so determine, in whichevent this letter will also apply thereto.

B. Your Obligations. You agree:

(1) to pay us for the performance of such legal services and to pay orreimburse us for all expenses incurred and charges made in connection with the matter asspecified in Section II below. Regardless of the outcome, you are obligated to make thesepayments, and

(2) to cooperate with us and to provide all information known by or availableto you which may aid us in representing you in this matter.

II. LEGAL FEES AND EXPENSES

A. Retainer. We will require a retainer of $[AMOUNT]. Any work undertaken byus prior to our receipt of this engagement letter and the retainer shall not be regarded as ouracceptance of the representation unless we promptly receive this letter and the retainer, in whichevent such work will be covered hereby. If, after we have commenced rendering services inadvance of receiving this letter, you decide not to engage our firm, we expect to be compensatedfor the fair and reasonable value of our work on your behalf. All bills must be paid currentlywhen rendered, without recourse to the retainer unless we, in our sole discretion, elect to applythe retainer to past due amounts owed by you to us. The remaining portion of the retainer, if any,after payment of the outstanding fees, charges and expenses set forth below, will be refunded toyou.

Donald SanduskyAugust 2, 2007Page 2

B. Method of Determining Fees. You and we agree that the time expended by us toperform the legal services will be the basis for determining the total legal fees to be paid to us.The rates for attorneys in our office on matters like this presently range from $[AMOUNT] to$[AMOUNT] per hour. My current hourly rate is $[AMOUNT]. Depending on how this matterunfolds, certain tasks may also be assigned to other attorneys, for example, [OTHERATTORNEY], whose hourly rate is $[AMOUNT], after consulting with you and obtaining yourapproval. The rates for legal assistants, law clerks and law librarians in our office presentlyrange from $[AMOUNT] to $[AMOUNT] per hour. All of these rates are subject to changefrom time to time, and we agree to notify you of such changes promptly. These hourly ratesinclude our costs for such items as overtime, photocopying, faxes and telephone charges that weconsider are part of our overhead. These rates do not include other charges and expenses asdescribed in Section II C below that are billed to us by others on your behalf.

C. Fees, Charges and Expenses

(1) You authorize us to retain other persons to perform necessary servicesrelated to the matter, and you agree to pay the fees or charges of such other persons. Such otherpersons may include, by way of example and not limitation, attorneys in other jurisdictions,consultants, and subject matter experts. We will discuss with you the advisability of retainingsuch persons prior to the time that we retain them and we will not retain any such persons unlesswe have received your consent.

(2) You acknowledge that we will incur various expenses in providingservices on your behalf, and you agree to reimburse us for all out of pocket expenses paid by usor pay the charges we impose for expense items. If you are billed directly for expenses youagree to make prompt, direct payments to the originators of the bills. Expenses include, but arenot limited to, recording and certifying documents, conference calls, travel expenses, documentdelivery, deposition transcripts and court filing fees.

D. Delivery of Statements. We will provide our statements to you.

E. Schedule of Billing and Payment. We will submit to you bills for servicesrendered and other charges and expenses incurred. Typically, the bills will be submittedmonthly, but we reserve the option to submit them to you at intervals of our sole discretion.

F. You agree to pay in full the amount of each statement within 20 days of thebilling date (the "due date").


G. Interest Charges to Aged Accounts. Any outstanding balances not paid by the duedate will accrue interest at the rate of 1 1/2% per month, compounded monthly, from the duedate until paid.

H. Collection of Fees and Expenses. In the event that a bill is not paid by the duedate and we determine to commence collection proceedings against you, you shall reimburse usfor all costs of such collection including but not limited to attorneys’ fees and expenses. If weprosecute the collection proceedings ourselves, you agree to reimburse us at our hourly rateotherwise applicable to this engagement.

III. GENERAL MATTERS

A. Information to be Made Available to You. We agree to make a diligent effort toassure that you are informed at all times as to the status of the matters we are handling and as tothe course of action which is being followed, or is being recommended by us. We agree to makereasonably available to you for reading all written materials sent or received by us pertaining toyour representation. Copies of all such materials will be provided to you at your request. All ofour work product will be owned by us.

B. Conflicting Engagement. We agree not to accept, without your prior approval,any engagement known by us to be in direct conflict with your interests.

C. Termination of Representation. The relationship established by this Agreement issubject to termination as follows:

(1) We reserve the right to withdraw from this matter (a) if you fail to honorthis Agreement, (b) if we, in our sole discretion, determine there is a likelihood that you will notor will not be able to pay us for legal services, (c) if any just reason for withdrawal as permittedor required under the Delaware Lawyers' Rules of Professional Conduct exists, or (d) ifpermitted by applicable rules of court. Notification of withdrawal shall be made in writing toyou. In the event of such withdrawal, you agree to pay us promptly for all services rendered byus and all other fees, charges, and expenses incurred pursuant to Section II of this Agreementprior to the date of such withdrawal.

(2) You reserve the right to terminate our representation of us at any time atyour sole discretion and shall notify us in writing of any such termination. In the event of anysuch termination, you agree to pay us promptly for all services rendered by us and all other fees,charges and expenses incurred pursuant to Section II of this Agreement prior to the date of ourreceipt of written notice of such termination.


(3) Upon any termination by you or by us of this representation, we agree tocooperate with any successor attorney to accommodate a smooth transition of the representation.

D. Effort and Outcome. We agree to use our best efforts in representing you;however, you acknowledge that we have given no assurance regarding the outcome.

E. Effective Date of Representation. The effective date of our agreement to provideservices is the date on which we first performed services. The date at the beginning of this letteris for reference only. If this letter is not signed and returned for any reason, we will expect youto pay us the reasonable value of any services we may have performed for your benefit.

F. Conclusion of Representation. We expect to maintain a file in the course of ourrepresentation. We may include in that file various items relating to the representation. Exceptfor items containing our attorney work product, mental impressions, or notes, which will be ourproperty (“work product”), the file will be your property (“client file”). At the conclusion of ourrepresentation, you will be entitled to take possession, and we will be entitled to make copies, ofthe client file, and you will assume sole responsibility for any and all contracts and other originaldocuments or instruments that may be in the client file. If you do not take possession of theclient file at the conclusion of the representation, we expect that, without further notice to you,we will retain and dispose of the client file in accordance with our standard policy and/orpractice as in effect from time to time. You may take possession of the client file at any timethroughout any such period during which we may retain the client file.

G. Complete Agreement. This Agreement contains the entire agreement betweenyou and us regarding the Actions and the fees, charges and expenses payable by you inconnection with the Actions. This Agreement shall not be modified except by written agreementsigned by you and us.

My colleagues and I look forward to working with you. Please feel free to contact uswith any questions you may have.

Sincerely,

[NAME]

1605404/1

HOURLY RATE FEE AGREEMENT

1. Name of Attorney: John E. Lawyer, LLC5305 Limestone Road, Suite 200Wilmington, DE 19808

2. Name of Client:Address of Client:

3. I, , hereby agree to retain John E. Sullivan, Esq., for representation with respect to allclaims against N/A and/or concerning .

4. All parties to this agreement acknowledge that the client will pay a retainer of $ 0.00 and that theclient will be billed against that retainer at the rate of $ per hour for attorney services rendered,$______ per hour for law clerk services rendered and $ per hour for paralegal servicesrendered.

5. If the client has paid a retainer, we will bill monthly against the balance of the retainer(client will receive monthly statements showing the balance remaining on the retainer). Oncethe retainer is exhausted, the client will be billed monthly. Any unpaid balance of more thanthirty (30) days will incur interest at the rate of 1 1/2% per month. A timely payment of yourmonthly statement is agreed upon as evidenced by your signature to this Fee Agreement. Theretainer fee is refundable if not earned

6. Monthly billing for legal services will include, but is not limited to, time for phone calls,teleconferences, correspondence, preparation of documents, etc. Our office reserves the right towithdraw our legal services if the monthly billing statement for legal services is not kept current.

7. The client shall advance all costs, including investigation expenses, filing fees, service fees,expenses for expert or other testimony or evidence, the cost of briefs and transcripts on appeal,copying costs, postage, and all other out-of-pocket expenses.

8. Once a client’s file is closed, if the client misplaces documents and needs to be provided with copiesof same from the office file, there will be a $25.00 administrative fee to retrieve the file from ourarchives.

9. All personal checks will require three business days to clear before the firm will be able to disbursefunds from an escrow account.

The fee shall not include legal services rendered on any appeal, review proceeding or trial unlessexpressly stated. The attorney retains the right to refuse to pursue an appeal at any time.

DATE CLIENT -

DATE JOHN E. LAWYER, ESQ.

INITIAL INTERVIEW CHECKLIST

General Information on Decedent:

Full Name and Address of Decedent

Date and Place of Birth

Social Security No.

Date, Time and Place of Death*

Cause of Death* Physician

Domicile When Established

Occupation If Retired

Employer and Business Address

Marital Status

Spouse’s Name

Length of Last Illness

If Divorced, Date and Place

If Widowed, Date of Death of Spouse

Safe Deposit Box (location and who has possession of key)

Social Security and Veterans Benefits (Benefits which decedent was receiving prior to death anddeath benefits)

* Or attach a copy of death certificate

Information on Others:

Personal RepresentativeName and Address

Home Phone Business Phone

Would you like us to contact the heirs re their inheritance?

Close Relatives of Decedent – Immediate Family:

Name Address Birth date Relationship

1.

2.

3.

4.

Beneficiaries:

Name Address Birth date Relationship

1.

2.

3.

4.

AssetsBank Accounts

Name of Bank Type of Account In the Name of: Account No. Balance

Automobiles

Make of Car Year In the Name of: Significant “Extras” on Car

Stocks

Name of Company No. of Shares In the Name of: Type-Common or Pf’d

Name of Preferred Stock Broker

Are Any Stocks in Reinvestment Plans? (List)

Bonds

Name of Company Int. Rate Maturity Date Face Value In the Name of:

(For U.S. Bonds – Series E, be sure to list issue dates)

Life Insurance

(Insurance on Decedent’s Life or Insurance Owned by Decedent on life of another.)

Name of Company Policy Name of Owner of Named FaceNo. Insured Policy Beneficiary Value

Real Estate

Location In the Name of: Approximate Mortgages Balance DueValue

Tangible Personalty

List household goods, personal effects (including jewelry and furs) and any valuable collection(books, stamps, coins, antiques, etc.)

Promissory Notes, Mortgages & Cash Due Decedent

Payment From Whom For What Amount

Refunds Due Decedent

Payment From Whom For What Amount

Employer Benefits

Give details of any benefits decedent’s estate or any other person receives as a result ofdecedent’s death – retirement benefits, group life insurance, salary and vacation pay, thrift plan,annuities, bonuses, or awards.

Annuities, KEOGH’s, or IRA’s

Miscellaneous Assets

1. Powers of appointment.

Yes No

2. Interest in a trust.

Yes No

3. Interest in another estate.

Yes No

4. Interest in a partnership or business.

Yes No

Miscellaneous Questions

1. Gifts

a) Any gifts made by decedent after December 31, 1976?

Yes No

b) Any gifts made by decedent between 9/8/76 and 12/31/76?

Yes No

(Obtain copies of gift tax returns)

2. Credit for Prior Transfers

Did decedent receive property as a beneficiary of the estate of any person who died:

a) Within two years prior to decedent’s death?

Yes No

b) Within ten years prior to decedent’s death?

Yes No

3. Individual Income Taxes

Would you like us to prepare final lifetime income tax returns?

Yes No

(obtain copies of returns)

Debts of DecedentFuneral Expenses

(List all expenses regarding funeral – burial)

To Whom Paid For What Services How Much Date

Utility Expenses

(Telephone, gas, oil, electricity, garbage, insurance, etc. Allowable for 3 months after death)


Miscellaneous Expenses

(Debts owed by decedent at date of death – clothes, food, laundry, medical, etc. – anything owedby decedent prior to death)


Outstanding Loans and Mortgages

Bank or Mortgage Who Signed How Held Bal. Due Payment Int.Co. (or individual) Jtly/Solely Date Rate

Any other Debts of Liabilities of the Decedent(List and Give Details)

Thoughts on MarketingThoughts on Marketing

Develop a Plan

Create a Website (or Blog) and Make It a Good One (50.8% of searches are done on Google – quickly replacing Yellow Pages)

Produce a Mailing List and Keep It Up To Date

Send Updates or Newsletters (Top-of-Mind Awareness)

Client Satisfaction Interviews (Do not initiate a program if you do not plan on implementing suggestions)

Identify Referral Sources and Personally Thank Them

Get to Know Reporters in Local Newspapers/Publications (be a reference source or share your company’s good news)

Get Involved in the Community

NEW CLIENT INFORMATIONCONFLICT OF INTEREST SEARCH

DATE:

CLIENT’S NAME:

ADDRESS:

CLIENT’S SS# OR TAX ID:

PHONE NO. ( ) HOME NO. ( )

WORK NO. ( )

CHECK ONE:This is an additional matter for an existing client.

This is a new file.

ADVERSE PARTY NAME:

ORIGINATING ATTORNEY:

ATTORNEY ASSIGNED:

REFERRAL SOURCE:

MATTER TITLE:

CHECK APPROPRIATE DESIGNATION(S):

Workers Comp * Personal Injury Litigation *General Litigation Misc. Non-LitigatedReal Estate Domestic/Family LawCriminal MiscellaneousLabor BankruptcyBusinessOther:

* Date of Accident

Please circle and initial:JES

I HAVE A CONFLICT OF INTEREST (Initials)

STATUTE OF LIMITATIONS:

MORRIS JAMES LLP

500 DELAWARE AVENUE, SUITE 1500P.O. BOX 2306

WILMINGTON, DELAWARE 19899-2306(302) 888-6800

FACSIMILE (302) 571-1750

FEDERAL TAX I.D. 51-0023480

To ensure proper credit to your account, please return this Remittance Pagein the enclosed postage-paid envelope.

PAYMENT IS DUE UPON RECEIPT

[LAW FIRM LETTERHEAD]

John Q. Client123 Main StreetAnywhere, USA

August 10, 2007Invoice No. 12345

Matter Name: General MattersMatter Number: 111111-0001Attorney: Joseph S. Lawyer

For Professional Services through July 31, 2007

AttyService

Date Hours Rate Description Amount

JSL 07/12/07 0.60 395.00 Review material relating to new matter; e-mail toclient regarding suggested course of action forresolving dispute

237.00

JSL 07/17/07 0.60 395.00 Review e-mail from client; draft letter to opposingparty

237.00

JSL 07/31/07 0.60 395.00 Review letter from opposing party; draft responseand forward to client to review

237.00

1.80 $711.00

MORRIS JAMES LLP

500 DELAWARE AVENUE, SUITE 1500P.O. BOX 2306

WILMINGTON, DELAWARE 19899-2306(302) 888-6800

FACSIMILE (302) 571-1750

FEDERAL TAX I.D. 51-0023480

To ensure proper credit to your account, please return this Remittance Pagein the enclosed postage-paid envelope.

PAYMENT IS DUE UPON RECEIPT

Joseph S. Lawyer Partner 1.80 hrs at 395.00 /hour 711.00

Total Fees 1.80 hrs $711.00

Total Services and Disbursements this period $711.00

Apply Trust Balance (Retainer) $711.00

Balance Due $0.00

Balance of Retainer $1,299.00

[FIRM LETTERHEAD]

August 31, 2007

John Q. Client123 Main StreetAnywhere, USA

Re: Agreement with ABC Company

Dear John:

Enclosed you will find the closing binder for the above transaction, along with our finalstatement for services rendered.

This concludes our representation in this matter. If you should require any additionalservices, we would be more than happy to assist you. With the conclusion of this representation,however, we will not perform any further services in this or any other matters without yourexpress direction.

It was a pleasure to work with, and we wish you the best of luck in the future. If youshould ever need legal representation in the future, we hope to have the opportunity to work withyou again.

Sincerely,

Joseph S. Lawyer

JSL/jlo

LAST WILL AND TESTAMENT WORKSHEET

TESTATOR (RIX): ______________________________________________________

ADDRESS: _____________________________________________________________

SPOUSE: _______________________________________________________________

BENEFICIARIES: ________________________________________________________

_________________________________________________________

in equal shares yes_____ no_________ per stirpes yes ________ no ____

age for beneficiary to go into Trust: __________________

EXECUTOR (RIX): _______________________________, relation: _____________________

Resident of: _________________________

1st Alternate: _____________________________________, relation:______________________

Resident of : _________________________

2nd Alternate: _____________________________________, relation: _____________________

Resident of: _________________________

GUARADIAN: __________________________________, relation: ______________________

Resident of: _________________________


Resident of : _________________________


Resident of: _________________________

TRUSTEE: ______________________________________, relation: ______________________

Resident of : __________________________________


Resident of : _________________________


Resident of: _________________________

***SPECIAL NOTES: (i.e. ancillary letter, special needs clause, special gifts)

______________________________________________________________________________

mailto:[email protected]

______________________________________________________________________________

______________________________________________________________________________

DURABLE POWER OF ATTORNEY AND LIVING WILL WORKSHEET

Durable Power of Attorney

Long or Short Form: _____________________

Attorney in fact: ______________________________ relation: _________________________

resident of: ________________________________


Resident of : _________________________


Resident of: _________________________

Living Will

Agent: ______________________________________, relation: _____________________

Address: _____________________________________________________________________

Alternate: _____________________________________. relation: _______________________

Address: ______________________________________________________________________