A LAWYER'S VALENTINE (SUBJECT TO APPLICABLE LIMITATIONS CONTAINED THEREIN)

PLAINMAN, SCHNORRING & DRYE, LLP

Attorneys at Law Specializing in Mergers & Acquisitions

"We Help You Combine. Every Time."™

DATE : February 15, 2010

TO: Ms. Gabriella D. Purdy, B.A. (no relevant accolades) ("VALENTINEE")

FROM : Mr. Herbert J. Plainman, Esq., Senior Partner (Top 100, American Lawyer P.P.D. (Profit-Per-Deal List)); Silver Medal Winner, Monopoly Advocates of America, LLC (2008)("VALENTINOR").

RE : Valentine's Day

Ms. Purdy,

Pursuant to applicable law, rules and any provision of the Civil Procedure Law and Rules of the State of New York (NYCPL), please accept this Expression of Valentinary Intent (hereinafter "Valentine") done on or before February 15, 2010, in the City of New York, County of New York, State of New York, Country of the United States of America, from aforementioned attorney Mr. Herbert J. Plainman, Esq. (hereinafter the "Valentinor")(State Bar No. 987125).

ARGUMENT

Now, therefore, comes VALENTINOR, and in recognition of certain amorous feelings, having arisen in aforementioned Valentinor, and subject to all limitations applicable under any relevant law, ethical guideline, handbook, employee manual, offer, contract, pamphlet or written item having direct pertinence hereon, and giving due deference thereto (and disclaiming any intent to violate any such limitations, liability wherefor is hereby expressly disclaimed), Valentinor hereby presents this certain "Valentine" to and for aforementioned Valentinee.

It is expressly and unequivocally understood that Valentinor finds certain bodily and psychical characteristics in aforementioned Valentinee "appealing," both as a matter of taste and as a matter of law. Those characteristics include--but are in no wise limited to--her lips, hips, chest, legs, eyes, face, stomach, voice, charm and fashion choices. According to the Court of Appeals, "appealing" means "objectively pleasant to the satisfaction of any office or officer duly appointed under law to judge pleasantness, be that pleasantness aesthetic, erotic, artistic, intellectual or otherwise bearing upon the human senses." See, e.g., Quaker v. Booty-Licious Bumshakers Dance Hall Ltd., 4 N.Y.3d 165,190 (2005)(Kaye, C.J.).

In view thereof, and in view of Valentinor's express finding (under all relevant State evidence rules) that Valentinee is "appealing," Valentinor hereby concludes that it is both reasonable and prudent to present this Valentine, unless Valentinor in any way concludes that Valentinee is not appealing, either in body or spirit, in his sole and unreviewable discretion. Valentinee's expression of affection for any persons--or animals--other than aforementioned Valentinor shall result in the immediate rescission of this Valentine in toto, with treble damages not to exceed $400,000, U.S. currency, to be assessed against Valentinee as liquidated compensation therefor.

This Valentine serves as a symbol of Valentinary Intent and no more. This Valentine is not a contract. It creates no legal duty or obligation in Valentinor. Valentinor's failure to perform according to this Valentine creates no claim whatsoever in Valentinee. Valentinor is under no obligation whatsoever to show good faith in the performance of this Valentine, nor must Valentinor continue to show affection in any appreciable way beyond a time reasonable for showing affection consistent with office protocols or any other applicable decency standards, including the criminal law. (Valentinee is hereby advised that Failure to Appreciate Your Employer is a crime under New York Law.) But upon acceptance of this Valentine, Valentinee assumes an absolute and nondelegable duty to show Unlimited Affection (hereinafter "UA")--in both mind and body--to Valentinor, in excess of the customary employer-employee affection expected in the course of office service. UA includes, but is not limited to: Making remarks as to Valentinor's good looks; praising Valentinor's masculinity; rubbing Valentinor's body in all places directed by Valentinor; dressing in an appropriately alluring way as directed by Valentinor (subject to Valentinor's rejection and imposing a duty to cure such rejection upon Valentiee); removing aforesaid clothing at any time (and at any place) directed by Valentinor; shaking any body parts in any manner directed by Valentinor (in this context, "shaking" includes erotically oscillating movement both in contact with Valentinor's body and outside Valentinor's body), and delivering various gifts to Valentinor subject to decency and Valetinor's request. Valentinee's failure to perform any of above-mentioned duties under this Valentine shall result in immediate termination, negative reporting to all major credit bureaus and referral to police authorities for disorderly conduct.

Valentinor herewith acknowledges that this Valentine comes one day late. In view of the fact that the Holiday commonly known as "Valentine's Day" fell upon February 14 in this calendar year, and in view of the fact that February 14 fell upon a Sunday in this calendar year, Valentinor hereby submits that it was legally impossible to deliver this certain Valentine on a Legal Workday (see, i.a., 5 U.S.C. § 6103). Legal Impossibility is a defense to any action based in contract. See., e.g., Combs v. Work-It Records, Co., Inc., 84 N.Y.2d 143, 150 (1994). Pursuant to law, Valentinor had no duty to deliver this Valentine to Valentinee on Valentine's Day; and Valentinee hereby waives any cause of action for Valentinor's failure to deliver this Valentine on February 14, 2010, any exception in the common law of the State of New York, the law of the United States or the Constitutions of the United States and the State of New York absolutely notwithstanding.

In the alternative, Valentinor asserts that this Valentine is purely gratuitous and may not be enforced against Valentinor in any way whatsoever. But because Valentinor is Valentinee's employer, Valentinor reserves the right to enforce this Valentine against Valentinee to the full extent of law, morality, decency, justice, right and any other authority deemed controlling hereon, including Valentinor's subjective jealousy and envy.

Valentinee is under no obligation to accept this Valentine. According to law, acceptance is only valid if it is free and voluntary. See, e.g., Morris Carburetor Repair of Queens Boulevard v. Fuggett Supply House, Inc., 1 N.Y.3d 363, 370 (2004). But if Valentinee does not accept this Valentine, Valentinor cannot warrant Valentinee's future employment at this firm, nor can Valentinor warrant Valentinee's future employability or income. Valentinor further promises that he will make best efforts to torpedo Valentinee's career if Valentiee does not freely and voluntarily accept this Valentine without qualification. Valentinor therefore must advise Valentinee to accept this Valentine and all duties appurtenant thereto, it being a relatively small price to pay for incumbent benefits.

Valetinee has no right to bargain for or alter the terms of this Valentine. This Valentine represents the full and final agreement of the parties hereto, any prior or contemporaneous oral declarations thereagainst notwithstanding. It is offered solely on a "take-it-or-leave-it" basis.

CONCLUSION

In view of the foregoing, would you please by my Valentine, subject in all events to controlling legal authorities, limitations and exclusions, unless those authorities be held invalid prior to acceptance?

I have hereby set my hand hereunto, this 15th Day of February, 2010,

__________________________
Mr. Herbert J. Plainman, Esq.