Exhibit 10.28
AGREEMENT
Whereas, Five Star Electric Co., an electrical contractor located at ▇▇▇-▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ("Five Star") is in negotiations to manage
the completion of certain projects of High Rise Electric Inc., an electrical
contractor located at ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ("High
Rise"); and
Whereas, Five Star's commencement of managing such projects is expected to occur
on or about January 1, 2005, which would necessitate the transfer of High Rise's
manpower; and
Whereas, High Rise currently owes benefit contributions to the Joint Industry
Board of the Electrical Industry ("Joint Industry Board") for its New York
division (contractor #317) for the weeks ending November 10, 2004 through
December 15, 2004, which benefits total approximately $932,347.43, and High Rise
#317 owes contributions to the deferred salary plan for the weeks ending
November 10 through December 15, 2004 in the amount of $131,602.03; and
Whereas, High Rise currently owes benefit contributions to the Joint Industry
Board for its Westchester division (contractor #223) for the weeks ending
November 10, 2004 through December 15, 2004, which benefits total approximately
$101,037.90, and High Rise #223 owes contributions to the deferred salary plan
in an unknown amount;
It is hereby stipulated and agreed that:
Five Star shall guarantee payment for any and all obligations incurred on behalf
of the members of Local Union #3, IBEW, who worked for High Rise, contractors
#317 and #223, including all outstanding wages and benefit contributions due up
to and including the date that the transactions is consummated or abandoned (the
"End Date"); and
Payment for such outstanding wages and benefits other than the last three (3)
weeks shall be paid no later than January 3, 2005, but in no event shall High
Rise's indebtedness on behalf of the members who work for High Rise be more than
eight (8) weeks.
This guarantee is contingent upon Local #3's and the Joint Industry Board's
approval to transfer High Rise's manpower to Five Star.
High Rise hereby irrevocably consents to transfer its manpower to Five Star.
FIVE STAR ELECTRIC CORP.
/s/ ▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇ ▇▇▇▇▇
President
JOINT INDUSTRY BOARD OF
THE ELECTRICAL INDUSTRY
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Chairman
HIGH RISE ELECTRIC INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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By: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Chairman