GUARDI & ASSOCIATES ATTORNEYS AND COUNSELORS AT LAW BUSINESS, CORPORATE AND SECURITIES LAW
GUARDI
& ASSOCIATES
ATTORNEYS AND COUNSELORS AT LAW
BUSINESS,
CORPORATE
AND SECURITIES
LAW
XXX.XXXXXXXXX.XXX
XXXX
XXXXXX XXXXXX,
ESQ.
DIRECT
DIAL: 000-000-0000
XXXXXXXXX@XXXXXX.XXX
February
18, 2008
Xxxxxx
X.
Xxxxxxxxx, Chief Executive Officer
00000
Xxxxxxx Xxxx, Xxxxx 000
Addison,
Texas 75001
| Re: |
Legal
Service Agreement for 2008-9
|
Dear
Xx.
Xxxxxxxxx:
You
have
asked us to provide legal consulting services to Dealer Advance, Inc. (the
“Company“) and to represent it in connection with certain securities and
corporate matters, including, but not limited to compliance with the periodic
reporting and beneficial ownership reporting requirements of the federal
securities laws and the United States Securities Exchange Commission as
appropriate, and such other matters as your may request from time to time for
one year from the date hereof.
You
have
asked us to propose an arrangement under which we would function as a virtual
in-house counsel for purposes of compliance requirements and related matters
with fees pursuant to a payment schedule. We have prepared this summary of
our
agreement for your approval.
The
schedule attached hereto sets forth the Company’s requirements for the calendar
year. Professional services necessary to complete these items are included
in
the fees described below. By our estimate, the matters within these requirements
will take approximately 200 hours to complete. Fees for legal consulting
services for such matters are $40,000 at $200.00 per hour, a discount of 25%
from our prevailing rate, for all matters on the schedule. One fourth of these
fees shall be paid upon signing and one-fourth at the beginning of each
succeeding quarter. For matters on the schedule there will be no charges for
the
assistance of non-legal professional staff.
We
propose to reduce the cash portion of fees for matters on the schedule and
accept compensation in the form of 25,000,000 shares of Common Stock (the
“Shares”) at an estimated value of $.002 to be treated as an earned retainer
towards the $40,000 fixed fee set forth above and disbursements in an amount
to
be determined upon the sale of shares. Receipt of the earned retainer is hereby
acknowledged. The
Company shall file promptly
a Registration Statement on Form S-8 with the United States Securities Exchange
Commission to cover the resale of the Shares to the public. Promptly after
the
effective date of said registration statement, the Shares will be delivered
without restrictive legend as designated. The Company will bear the costs of
the
registration and issuance of the Shares to be issued to us, except for fees
for
legal consulting services that are performed by us.
30
Years
of Service to the Business, Corporate and Investment Communities
From
time to time, the Shares and/or the proceeds from the sale of the Shares shall
be applied from trust to the balance due for professional fees and
disbursements. To
the extent the proceeds from the sale of the Shares exceed the balance due
for
professional fees and disbursements, such excess shall be held in trust for
the
benefit of the Company. To the extent the proceeds from the sale of the Shares
do not exceed the balance due for professional fees and disbursements the
difference shall remain outstanding. It is anticipated that this balance will
also be paid by the issuance and registration of additional shares.
Not
included in the scope of the work covered by the foregoing fee schedule
are:
1. Registration
statements (To be billed at not more than 1.0% of the gross offering proceeds
subject to a $4,000 minimum, $30,000 maximum).
2. Securities
purchase agreements and loan agreements requiring a formal legal opinion to
be
issued to the investor or lender. (To be billed at not more than 0.5% of the
gross offering proceeds subject to a $2,000 minimum, $15,000
maximum).
3. Proxy
statement and annual meeting documents and attendance (Hourly basis subject
to a
maximum of $8,000).
4. Merger
and acquisition negotiation and document drafting.
5. Rule
144
opinions on behalf of sellers.
6. Human
resources matters.
7. Litigation
and legal proceedings of any kind.
For
the
foregoing matters not included in the scope of the fixed fees and payment plan,
and except as set forth above, you agree to pay hourly fees for legal consulting
services rendered and the assistance of non-legal professional staff at the
rates of two hundred twenty five dollars ($225.00) and forty-five dollars
($45.00), respectively, per hour expended on your behalf (a discount of 10%
from
our prevailing hourly rates), to be billed in arrears.
Any
advances paid hereunder will be held in a trust account for your benefit and
applied to hourly fees and disbursements, as set forth below, as they are
incurred.
You
also
agree to pay for disbursements. Disbursements include, among other things,
delivery and airfreight charges, postage, photocopying costs, court costs,
computer research time, long distance telephone charges, and other costs and
expenses advanced on your behalf. In such instances, costs may be billed
directly to you or requested in advance and not advanced by me.
We
agree
that our fees shall be reasonable, and that any transaction in which we acquire
an interest in the Company and the terms thereof shall be fair and reasonable
to
the Company.
We
will
render periodic statements to you reflecting the balance due for professional
fees and disbursements from time to time. The balance due shall be payable
upon
receipt of the statement.
In
offering to represent the Company on the basis set forth above, we reasonably
believe that our representation will not be materially limited by our own
interests, in particular, our interest in the price of the Company’s stock and
the possible effect thereon on the course or outcome of matters in which we
represent the Company.
The
use
of independent counsel may be advisable in entering into this legal service
agreement and in connection with the issuance of shares hereunder. You have
a
reasonable opportunity to seek the advice of such independent counsel and have
consented to our representation thereafter.
We
agree
to represent the Company zealously and with undivided loyalty at all times.
We
do not, and will not, represent, in any matter involving the Company, any
individual director, officer, employee or shareholder of the
Company.
We
agree
to use our best efforts to perform all services required in connection
with our engagement in a professional, competent and timely manner. You
acknowledge that such performance depends, in part, upon the prompt receipt
of
documentation, information, authorizations and instructions from you, your
prompt review and execution of documents, and your cooperation in
general.
You
may
terminate our engagement at any time for any reason. We may terminate the
engagement by notifying you in writing if you fail to pay as agreed or do not
cooperate with us or for any other just reason. In the event of termination
of
this agreement, we will promptly remit a statement indicating the then current
balance due or remit the credit balance, if any, in your account.
We
appreciate your confidence and look forward to working with you. If the
foregoing correctly sets forth our understanding, please sign and return the
enclosed copy of this letter.
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Very
truly yours,
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/s/
Xxxx Xxxxxx
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Xxxx
Xxxxxx, Esq.
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Agreed
to and accepted this 19th day of February 2008.
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DEALER
ADVANCE, INC.
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/s/
Xxxxxx X. Xxxxxxxxx
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Xxxxxx
X. Xxxxxxxxx, Chief Executive
Officer
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