Exhibit
10.12
JOEL
PENSLEY
Attorney at
Law
211
Schoolhouse Road
Norfolk,
Connecticut 06058
860-542-1122
Fax:
212-898-1266
jpensley@hughes.net
Admitted
in New York State
____________________________________________________________________________________
March 13, 2008
Physicians Remote Solutions,
Inc.
550 Chemin Du Golf, Suite
202
Ile des Soeurs, Quebec
Canada H3E 1A8
RE: Agreement for Legal
Services
Dear Mr. Arbic
I have had several discussions with you
relating to the performance of corporate and securities legal
services for Physicians Remote Solutions, Inc.
This letter will describe the basis on
which I will provide those services. In addition, it will address
specific matters that are required to be set forth in writing by
the standards of bar association pursuant to which I practice. It
is preferable to put these matters in writing so that they are
completely understood and agreed to at the commencement of our
engagement. If you have any comments or questions concerning the
terms of this engagement, or if you would like to discuss possible
modifications, please do not hesitate to phone.
1.
Client : The client is Physicians Remote Solutions, Inc., a
Florida corporation (the “Company”). You have
agreed that my representation of the Company does not give rise to
an attorney-client relationship between me and any of the
Company’s affiliates or constituents such as shareholders,
partners, officers, directors or employees.
2.
Scope of Engagement:
I will advise the Company with respect to
corporate and securities matters including but not limited to
preparing and reviewing disclosure documents, for the Securities
and Exchange Commission (SEC”), and the blue sky
commissioners of the various states in which the Company sells its
securities, preparing and reviewing press releases, interfacing
with the chief financial officer and independent accountants,
preparing employment and consulting agreements, preparing or
reviewing agreements in which the Company is a party, including
acquisition agreements and SEC filings in connection therewith, and
providing general legal advice to management on an as needed basis.
You may limit or expand the scope of my representation from time to
time, provided that you will not substantially expand the scope of
my representation without a further written agreement.
3.
Term of Engagement
: This engagement has commenced as of
March 13, 2008 and will terminate, if not mutually renewed or
earlier terminated, on March 12, 2009. As is appropriate in any
professional relationship, you may terminate our engagement at any
time upon reasonable notice, and I retain that right as well,
subject on my part to the applicable rules of professional conduct.
In the event that I terminate the engagement, I will take such
steps as are reasonably practicable to protect your interests in
the above matter. If permission for withdrawal is required by
a court, I will promptly apply for such permission, and you agree
to engage successor counsel to represent you. In the event
that I have devoted no time to this matter for any three
consecutive months, then you agree I may conclude that the
engagement has terminated as of the last date on which I
perfor
