Dualstar Technologies Corp – ‘10-Q’ for 9/30/04 – EX-10.28

On:  Friday, 2/4/05, at 3:20pm ET   ·   For:  9/30/04   ·   Accession #:  1157523-5-1071   ·   File #:  0-25552

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Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Dualstar Technologies Corporation                     14     74K 
 2: EX-10.28    Exhibit 10.28 Agreement                                2±     9K 
 3: EX-10.29    Exhibit 10.29 Form of Agreement                        2±     9K 
 4: EX-31.1     Exhibit 31.1 Certification                             2±     9K 
 5: EX-31.2     Exhibit 31.2 Certification                             2±     9K 
 6: EX-32.1     Exhibit 32.1 Certification                             1      6K 
 7: EX-32.2     Exhibit 32.2 Certification                             1      6K 

EX-10.28   —   Exhibit 10.28 Agreement

                                                                   Exhibit 10.28

 AGREEMENT

Whereas,  Five Star  Electric Co., an  electrical  contractor  located at 101-32
101st Street,  Ozone Park, New York ("Five Star") is in  negotiations  to manage
the  completion of certain  projects of High Rise  Electric  Inc., an electrical
contractor  located at 47-25 34th  Street,  Long  Island  City,  New York ("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/  Gary Segal                                                                 
------------------------                                                        
By:  Gary Segal                                                                 
President                                                             

JOINT INDUSTRY BOARD OF                                                         

THE ELECTRICAL INDUSTRY                                                         

/s/  Larry Jacobson                                                             
------------------------                                                        
By:  Larry Jacobson                                                             
Chairman                                                              

HIGH RISE ELECTRIC INC.                                                         

/s/  Gregory Cuneo                                                              
-----------------------                                                         
By:  Gregory Cuneo                                                              
Chairman                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing		Date		Other Filings
Filed on:		2/4/05
		1/3/05
		1/1/05
		12/15/04
		11/10/04
For Period End:		9/30/04		NT 10-Q
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