Exhibit 10(iv)
DECEMBER 20, 0000
X.X. XXXX HOMES, INC.
ATTN: XXXXXX XXXXXX, CEO
000 XXXXXXXX, 0XX XXXXX
XXXXXX XXXXX, XX 00000
RE: ATTORNEY CLIENT FEE AGREEMENT
DEAR XX. XXXXXX:
WE ARE PLEASED TO HAVE THE OPPORTUNITY TO BE OF SERVICE TO U.S. WEST
HOMES, INC. WE LOOK FORWARD TO WORKING WITH YOU, AND WILL DO OUR BEST TO PROVIDE
THE HIGHEST QUALITY LEGAL SERVICES. FUNDAMENTAL TO A SOUND RELATIONSHIP IS A
CLEAR UNDERSTANDING OF THE TERMS AND CONDITIONS UPON WHICH WE WILL BE PROVIDING
YOU WITH LEGAL SERVICES. ACCORDINGLY, THE PURPOSE OF THIS LETTER IS TO CLARIFY
AND CONFIRM THE TERMS AND CONDITIONS UPON WHICH SENIOR CARE INDUSTRIES, INC.
("CLIENT" ALSO REFERRED TO HEREIN AS "YOU") HAVE RETAINED THE SERVICES OF THIS
LAW FIRM, AND TO SET FORTH THE FEE AGREEMENT UNDER WHICH THOSE SERVICES WILL BE
RENDERED.
1. REPRESENTATION. THIS AGREEMENT WILL NOT TAKE EFFECT AND THE FIRM
WILL HAVE NO OBLIGATION TO PERFORM SERVICES UNTIL CLIENT HAS RETURNED A SIGNED
COPY OF THIS LETTER TO THE FIRM, AND WE HAVE INDICATED OUR ACKNOWLEDGMENT AND
ACCEPTANCE OF THE ENGAGEMENT BY COUNTERSIGNING THIS LETTER AND RETURNING A COPY
TO YOU. YOU ARE RETAINING THE FIRM AND NOT A PARTICULAR ATTORNEY. OUR SERVICES
WILL BE PROVIDED BY THE VARIOUS MEMBERS AND STAFF OF THE FIRM, IN THE MANNER WE
BELIEVE IS MOST EFFECTIVE AND EFFICIENT FOR THE CLIENT.
2. MATTER. CLIENT HAS REQUESTED THE FIRM REPRESENT CLIENT IN CONNECTION
WITH CERTAIN SECURITIES AND BUSINESS TRANSACTIONS AND MATTERS RELATED THERETO,
AND POTENTIALLY OTHER MATTERS UPON REQUEST OF THE CLIENT. THE FIRM SHALL PROVIDE
THOSE LEGAL SERVICES WHICH ARE REQUIRED TO REPRESENT YOU, AND SHALL TAKE STEPS
TO KEEP YOU INFORMED AND RESPOND TO YOUR INQUIRIES.
Senior Care Industries, Inc.
December 20, 2002
Page 37
3. RETAINER DEPOSIT. YOU HAVE DEPOSITED FUNDS IN THE AMOUNT OF TEN
THOUSAND DOLLARS ($10,000.00) IN THE FIRM'S CALIFORNIA LEGAL SERVICES TRUST
ACCOUNT WITH UNION BANK OF CALIFORNIA. OUR TRUST ACCOUNT IS ADMINISTERED UNDER
THE RULES ESTABLISHED BY THE CALIFORNIA SUPREME COURT. UNLESS YOUR FUNDS ARE
ENTRUSTED TO US PURSUANT TO OTHER WRITTEN INSTRUCTIONS, ANY OF YOUR FUNDS IN OUR
TRUST ACCOUNT MAY BE USED TO PAY COSTS, EXPENSES, LEGAL FEES, INCLUDING OUR
FEES, AND OTHER SUMS WHICH BECOME DUE UNDER THIS AGREEMENT. THE FIRM IS HEREBY
AUTHORIZED TO WITHDRAW THE FUNDS, OR ANY PORTION THEREOF, AT ANY TIME, TO PAY
FOR SUCH MATTERS. ANY UNUSED DEPOSIT WILL BE RETURNED TO YOU UPON THE COMPLETION
OF SERVICES TO BE PERFORMED BY THE FIRM.
4. LEGAL FEES AND STATEMENTS. THE FEES FOR THE SERVICES TO BE PERFORMED
ON YOUR BEHALF SHALL BE RENDERED ON AN HOURLY BASIS. ANY ADDITIONAL SERVICES AND
ANY SERVICES RENDERED ON ANY OTHER MATTER IN THE FUTURE WILL BE PROVIDED AT THE
FIRM'S HOURLY RATES, THEN IN EFFECT, UNLESS OTHERWISE AGREED IN WRITING. THE
HOURLY RATE OF THE ATTORNEYS AND STAFF CURRENTLY VARIES FROM $65.00 TO $400.00.
WHILE THIS AGREEMENT IS IN EFFECT, THE RATES FOR ANY PARTICULAR INDIVIDUAL MAY
INCREASE WITHOUT FURTHER NOTICE TO YOU AND THAT INCREASE WILL BE APPLIED TO FEES
INCURRED UNDER THIS AGREEMENT BUT ONLY WITH RESPECT TO SERVICES PROVIDED AFTER
THE DATE OF SUCH AN INCREASE. AT THE END OF EACH BILLING PERIOD, YOU WILL BE
PROVIDED WITH A STATEMENT IDENTIFYING THE SERVICES PERFORMED, THE DATE OF
PERFORMANCE, THE PARTY IN THE FIRM WHO PROVIDES THE SERVICE, AND ANY COSTS
INCURRED ON YOUR BEHALF SINCE THE PREVIOUS STATEMENT.
IN ORDER TO SUPPORT SENIOR CARE INDUSTRIES, INC. IMPROVING ITS CASH
POSITION, WE HAVE AGREED THAT UNTIL WE NOTIFY YOU OTHERWISE, WE WILL ACCEPT ON A
MONTHLY BASIS FOR ONE THIRD (1/3) OF THE AMOUNT DUE FROM YOU TO THIS FIRM
RESTRICTED COMMON STOCK OF SENIOR CARE INDUSTRIES, INC. VALUED AT A REASONABLE
DISCOUNT TO THE LAST REPORTED SALE PRICE OF THE SAME COMMON STOCK ON THE LAST
DAY OF THE MONTH OUR INVOICE IS DATED. THE AMOUNT OF THE DISCOUNT SHALL BE
AGREED UPON BY YOU AND THIS FIRM PRIOR TO THE FIRST ISSUANCE. THE ENTIRE
REMAINING BALANCE IS DUE UPON RECEIPT OF THE STATEMENT.
WE CHARGE IN INCREMENTS OF ONE TWENTIETH (.05) OF AN HOUR, ROUNDED UP
TO THE NEXT HIGHEST ONE TWENTIETH OF AN HOUR, FOR ALL TIME EXPENDED INCLUDING
TRAVEL TIME. IT IS EXTREMELY DIFFICULT TO KEEP COMPLETELY ACCURATE TIME RECORDS
FOR RELATIVELY BRIEF SERVICES, SUCH AS TELEPHONE CALLS AND REVIEW OF
CORRESPONDENCE. HOWEVER, IT HAS BEEN OUR EXPERIENCE THAT ANY TELEPHONE CALL OR
CORRESPONDENCE TAKES APPROXIMATELY FOUR-TWENTIETHS (4/20) OF AN HOUR
(APPROXIMATELY 12 MINUTES) DUE TO THE THOUGHT PROCESS, FILE REVIEW, OR
INTERRUPTIVE NATURE OF THESE SERVICES. ACCORDINGLY, THE MINIMUM TIME CHARGED TO
ANY PARTICULAR ACTIVITY WILL GENERALLY NOT BE LESS THAN THIS AMOUNT. WE HAVE NOT
MADE ANY GUARANTEES AS TO THE TOTAL COSTS AND FEES WHICH WILL BE INCURRED FOR
THE SERVICES TO BE PROVIDED.
THE COSTS OF PROFESSIONAL SERVICES ADD UP QUICKLY AND ARE OFTEN
SUBSTANTIAL. OUR SERVICES ARE NOT INEXPENSIVE. WE UNDERSTAND THIS AND WILL DO
OUR BEST TO BE CONSCIENTIOUS WITH OUR TIME. WE DO NOT WISH TO HAVE ANY
MISUNDERSTANDING BETWEEN US REGARDING FEES AND CHARGES. PLEASE REVIEW OUR
STATEMENTS WHEN YOU RECEIVE THEM AND IF YOU HAVE ANY QUESTIONS, PLEASE DO NOT
HESITATE TO CONTACT OUR OFFICE SO WE MAY DISCUSS THESE MATTERS (AT NO CHARGE TO
YOU) WHILE THEY ARE FRESH IN BOTH OUR MINDS. WE EXPECT YOU TO PAY YOUR BILLING
STATEMENTS ON A CURRENT BASIS, BUT WE DO NOT EXPECT YOU TO PAY FOR SERVICES OR
COSTS WHICH YOU DO NOT UNDERSTAND UNTIL THE ITEM IS EXPLAINED TO YOU. WE DO NOT
EXPECT YOU TO PAY FOR ANY CHARGES WHICH ARE INCORRECT. THEREFORE, IT IS
IMPERATIVE WE RESOLVE ANY MISUNDERSTANDINGS, OR ERRORS, RELATING TO YOUR BILLING
STATEMENT IMMEDIATELY. IF YOU DO NOT CONTACT US PROMPTLY, WE WILL ASSUME THE
STATEMENTS ARE ACCURATE AND WILL BE PAID PROMPTLY. ANY SUMS NOT PAID WITHIN
THIRTY (30) DAYS WILL BE SUBJECT TO A LATE CHARGE OF ONE PERCENT (1%) PER MONTH.
5. COSTS AND EXPENSES. IN ADDITION TO THE LEGAL FEES, YOU WILL BE
RESPONSIBLE FOR REIMBURSING THIS FIRM FOR ALL COSTS AND EXPENSES INCURRED ON
YOUR BEHALF, INCLUDING, BUT NOT LIMITED TO, FILING FEES, POSTAGE, PHOTOCOPYING,
TELECOPYING, COURIER SERVICE, LONG DISTANCE TELEPHONE CHARGES, AND SIMILAR
ITEMS. THE FIRM IS HEREBY AUTHORIZED TO INCUR ALL REASONABLE EXPENSES WHICH ARE
DEEMED NECESSARY TO PROPERLY REPRESENT YOU IN THIS MATTER.
6. ARBITRATION. IF A DISPUTE ARISES BETWEEN YOURSELF AND THE FIRM OVER
THE FEES OR COSTS CHARGED, YOU MAY REQUEST THAT THE MATTER BE SUBMITTED TO
ARBITRATION IN ACCORDANCE WITH THE CALIFORNIA STATE BAR FEE ARBITRATION PROGRAM
SET FORTH IN THE CALIFORNIA BUSINESS AND PROFESSIONS CODE.
7. DISCHARGE AND WITHDRAWAL. YOU MAY DISCHARGE THIS FIRM AT ANY TIME BY
APPROPRIATE WRITTEN NOTICE. THIS FIRM MAY WITHDRAW AS YOUR ATTORNEY AT OUR
ELECTION, AND UPON REASONABLE NOTICE TO YOU. WE HEREBY ADVISE YOU WE MAY
WITHDRAW IN THE EVENT WE DISCOVER AN IRRECONCILABLE CONFLICT OF INTEREST, OR IN
THE FUTURE WE DETERMINE ANY EXISTING CONFLICTS OF INTEREST ARE OR HAVE BECOME
IRRECONCILABLE OR IN THE EVENT OF A LACK OF COOPERATION ON YOUR PART, OR YOU
FAIL TO DISCLOSE MATERIAL FACTS TO US, OR YOU FAIL TO PAY OUR FEES, OR PAY OR
REIMBURSE OUR COSTS OR EXPENSES. YOUR FILES, TOGETHER WITH ANY PROPERTY OF YOURS
IN THE FIRM'S POSSESSION WILL BE RETURNED TO YOU UPON YOUR WRITTEN REQUEST. YOU
HEREBY GRANT US THE RIGHT TO PREPARE AND MAINTAIN A COPY THEREOF.
NOTWITHSTANDING OUR DISCHARGE OR WITHDRAWAL, YOU AGREE TO PAY ALL OF OUR FEES
AND ANY COSTS INCURRED ON YOUR BEHALF THROUGH THE DATE OF OUR RECEIPT OF YOUR
NOTICE OF DISCHARGE OR OUR WITHDRAWAL, WHICHEVER OCCURS FIRST.
8. LIMITATION OF REPRESENTATION. EXCEPT FOR THE MATTERS SET FORTH
ABOVE, THIS FIRM HAS NOT BEEN RETAINED TO REPRESENT YOU GENERALLY OR IN
CONNECTION WITH ANY OTHER MATTER AT THE PRESENT TIME. IF YOU REQUEST
REPRESENTATION IN OTHER MATTERS, THIS FIRM WILL NOT BE OBLIGATED TO UNDERTAKE
SUCH REPRESENTATION WITHOUT THE FIRM'S WRITTEN CONSENT. ON THOSE MATTERS WHICH
THE FIRM DOES CONSENT TO PROVIDE SERVICES, SUCH SERVICES SHALL BE PROVIDED IN
ACCORDANCE WITH THE TERMS CONTAINED IN THIS AGREEMENT, UNLESS OTHERWISE AGREED
IN WRITING. ALTHOUGH WE MAY OFFER OUR OPINION ABOUT THE POSSIBLE RESULTS OF ANY
PARTICULAR MATTER, WE CANNOT GUARANTEE A PARTICULAR RESULT. YOU ACKNOWLEDGE WE
HAVE MADE NO PROMISES ABOUT A PARTICULAR RESULT, AND ANY OPINION OFFERED DOES
NOT CONSTITUTE A GUARANTY.
9. INDIVIDUAL FEE RESPONSIBILITY. ALTHOUGH THE AMOUNTS DUE UNDER THIS
AGREEMENT MAY BE THE RESPONSIBILITY OF ANOTHER CORPORATION, PARTNERSHIP, OR
OTHER ORGANIZATION, ANY REIMBURSEMENTS OR CHARGES BETWEEN SUCH ENTITIES AND/OR
OTHER INDIVIDUALS SHALL BE YOUR RESPONSIBILITY. THE UNDERSIGNED AGREES TO BE
LIABLE FOR PAYMENT OF ALL FEES AND COSTS INCURRED UNDER THIS AGREEMENT.
IF THIS FEE AGREEMENT MEETS WITH YOUR APPROVAL, PLEASE SIGN AND DATE
THE ENCLOSED COPY OF THIS LETTER AND RETURN THE SAME TO THIS OFFICE. PLEASE
RETAIN THE ORIGINAL OF THIS LETTER IN YOUR FILES. YOUR SIGNATURE SHALL ALSO
ACKNOWLEDGE YOU HAVE RECEIVED A COPY OF THIS AGREEMENT.
ON BEHALF OF THE FIRM, I WOULD LIKE TO EXPRESS OUR APPRECIATION FOR THE
CONFIDENCE YOU HAVE SHOWN BY REQUESTING REPRESENTATION BY THIS FIRM. WE LOOK
FORWARD TO ASSISTING YOU.
VERY TRULY YOURS,
/S/ XXXXX X. XXXXXX
-------------------------
XXXXX X. XXXXXX
ACCEPTED AND AGREED:
U.S. WEST HOMES, INC.
DATED: DECEMBER 20, 2002 /S/ XXXXXX XXXXXX
---------------------------
XXXXXX XXXXXX, CHIEF
EXECUTIVE OFFICER
