Exhibit 19.3 Mimimum Wage Standards by U.S. State

person with a disability and imposes on covered employers the duty to provide a reasonable accommodation to an employees or prospective employees disability. Under the Family and Medical Leave Act (FMLA), larger companies-that is, those with more than 50 employees-must honor the need of employees to take leave from work to care for a newborn or to care for a family members, or the employees own, serious health condition.

Still other perhaps less well-known but important federal laws exist. These laws include provisions of the Civil Rights Act of 1866, which prohibits racial discrimination in the making and enforcement of contracts (and thus applies to independent contractors); the Employee Retirement Income Security Act (ERISA), which regulates employee benefit plans and pension plans; the Occupational Health and Safety Act (OSHA), which imposes various health and safety standards on employers; and the Comprehensive Omnibus Budget Reconciliation Act of 1986 (COBRA), which requires employees to be notified of their right to continue health insurance coverage for up to 18 months after termination. Finally, if you intend to do business with the federal government or with someone who does business with the federal government, you should consider whether you will be required to adopt an affirmative action plan and

otherwise comply with the federal governments requirements concerning obligations to minorities, women, persons with disabilities, and veterans.

Although some of these federal laws do not apply to the smallest employers (e.g., Title VII generally applies only to employers with 15 or more employees), state laws that mirror or are broader than these federal laws might still apply. These state laws can be equally as important as their federal counterparts. For example, many states (and some local authorities, such as city or county governments) prohibit discrimination in employment on the basis of a persons sexual orientation, and practically all states prohibit retaliating against employees for filing a workers compensation claim. States also have a wide variety of court-made rules that prohibit discharging employees for violating what courts declare to be the states fundamental public policy. Although many of these public policy cases involve situations in which an employee claims that he or she was fired for refusing to break a law, the law in some states is broader.

The list of laws that provide protection to employees goes on. Retaining a lawyer to review your businesss employment practices can help you avoid the legal pitfalls that can trap the unwary.

Policies, Paperwork, Employee Handbooks, and Other Employment Advice. Another reason to consult with a lawyer is to create and improve your businesss written policies and record keeping practices. Having detailed company rules and policies on, among other things, work hours, absenteeism, telephone and Internet usage, confidentiality, smoking, drug use, dress, equal employment opportunity, and harassment is essential. For example, one way to defend against many sexual harassment claims is to show that your business has an enforced, written policy that forbids harassing conduct and provides avenues through which employees can complain about actions they may feel to be harassing. Employees who claim to be victims of harassment but who fail to avail themselves of such a policy have a more difficult time succeeding in court. A lawyer who has an opportunity to learn the needs of your business can help you draft a full set of policies specifically tailored to your needs and can help you create or review an entire employee handbook, if appropriate. A sample of the topics which an employee handbook may address is included on the CD which accompanies this book.

Similarly, although lists of job qualifications and job duties are not specifically required by any law, they are useful and should be reviewed by a lawyer prior to implementation. Having a list of the essential functions for each position in your business can clarify your duty to reasonably accommodate an employees disability. Additionally, creating a list of job qualifications can help you analyze what skill sets you need for your businesss employees. However, some job qualification requirements can lead to claims that a requirement is discriminatory. In one case, courts found that a companys requirement that applicants for certain low-level, unskilled positions

have a high school diploma and pass a test was liable for unlawfully discriminating against minorities. The requirements disproportionately affected racial minorities, and there was no legitimate business reason to have those requirements for those unskilled positions. A lawyer can help ensure that the job qualifications that you identify for the positions you create for your business are not similarly discriminatory. Sample role and responsibility documents are on the CD which accompanies this book.

Lawyers can also help guide you through the hiring and, if necessary, the termination process. It is important to know what types of inquiries to job applicants are lawful and about whether the decision to discharge an employee is likely to expose you to a lawsuit. A lawyer can also give you guidance about the types of records that you should keep on your businesss employees and about the best way to maintain those records. Lawyers can help ensure that you follow the rules regarding posting the required legal notices and reporting new employees to appropriate government agencies. Lawyers can also guide you through the workers compensation and unemployment insurance laws that apply to your business.

Employment Contracts. Most employees do not have written contracts with their employers, but professional services firms should consider several issues that may lead to the conclusion that an agreement with some or all employees regarding aspects of their employment is appropriate.

One consideration for employment agreements is the employees length of service. Although most employment relationships are at will -that is, they can be terminated at the will of either the employee or the employer at any time and for any reason-written contacts can specify a time period of employment. However, a new business should carefully consider whether the need to commit to employ a person for a period of time outweighs the need to retain the flexibility to end his or her employment if conditions change. Written contracts are also often used to specify compensation packages that are more complicated than a set hourly wage rate or annual salary. Written employment contracts can be used to specifically delineate the employees job duties and responsibilities as well.

Whether you have written contracts covering other aspects of employment or not, it is important to consider having explicit agreements with employees (or independent contractors) that cover any inventions or other intellectual property rights that may be created in the course of a persons work for your business. Such agreements should clearly assign those rights to the business. Entering into such agreements at the beginning of a persons work for your company can prevent later disagreements about inventions.

If you wish to enter into employment contracts with your employees, it is essential that you have a lawyer review the contracts to ensure that your business does not enter into agreements it cannot live with, especially if the employment relationship later sours.