EXHIBIT 10.1
FEE AGREEMENT FOR PROFESSIONAL SERVICES
This agreement is between Yes Clothing Company, Inc. ("Client" or the
"Company") a Nevada corporation, whose address is 0000 XxxXxxxxx Xxxxx, Xxxxx
0000, Xxxxxxx Xxxxx, XX, where its telephone number is (000) 000-0000 and
Xxxxxxx X. Xxxx, of the firm Weed & Co. L.P. ("Attorney") whose address is 0000
XxxXxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000.
Attorney has agreed to provide professional services to Client with respect
to any and all legal matters or special projects referred to Attorney by Client
from time to time through December 30, 2001 or as otherwise agreed. At December
31, 2000, Client owed Attorney $10,763.50 for legal services rendered.
To protect both of the parties and to comply with professional obligations,
we have already discussed with each other and resolved any potential conflicts
of interest with present or former clients. The services that Attorney will
provide shall be in accordance with the following terms and conditions:
Professional Fees
Fees will be based upon the reasonable value of Attorney's services as
determined in accordance with the American Bar Association Model Code of
Professional Responsibility and the California and Texas Rules of Professional
Conduct. Fees will be based on the rates charged by Attorney.
Attorney's rate is $200 per hour. It is anticipated that Client and
Attorney will agree on a fixed fee for special projects from time to time. The
fixed fee arrangements for special projects will be agreed to in writing from
time to time.
Client understands Attorney's billing rate may be reasonably adjusted from
time to time, but not more frequently than annually. Notice of any such
adjustments will be given within a reasonable time. Client further understands
that during the course of Attorney's engagement, it may be necessary or
advisable to delegate various portions of this matter to others.
Costs and Expenses
Client understands that in the course of representation, it may be
necessary for Attorney to incur certain costs or expenses. Client will reimburse
Attorney for certain costs or expenses actually incurred and reasonably
necessary for completing the assigned matter, as long as the charges for costs
and expenses are competitive with other sources of the same products or
services. More particularly, Client will reimburse Attorney in accordance with
the following guidelines:
1. Computer-Related Expenses - Client will reimburse Attorney for
computerized research and research services. However, any charges over $500 per
month will require approval. Client also encourages Attorney to utilize computer
services that will enable Attorney to more efficiently manage the projects.
Fee Agreement - Xxxxxxx X. Xxxx Page 2
December 31, 2000
2. Travel - Client will reimburse Attorney for expenses in connection with
out of town travel. However, Client will only reimburse for economy class
travels (except for international travel which shall be business class) and,
where necessary, for the reasonable cost of a rental car. All related travel
expenses, i.e., lodging and meals, must be reasonable under the circumstances.
3. Filing Fees & Court Costs - Client will reimburse Attorney for expenses
incurred in connection with filing fees and court costs, if any, but will not be
responsible for sanctions or penalties imposed due to the conduct of Attorney.
Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Attorney will maintain
back-up documentation for all expenses. Client expects to be billed monthly or
at the conclusion of each project and expects to pay Attorney's invoices as
described below.
Payment
As payment for services and costs, Client has proposed and Attorney has
agreed, that Client place a block of 130,000 shares of free trading Company
stock in Attorney's name with a national securities broker. At least once a
month, Attorney will send Client a statement for fees and costs, with written
notice to the brokerage firm of the dollar amount of such statement. Unless
objection is made to the xxxx, sufficient Company stock, net of commission,
shall then be liquidated forthwith at the prevailing market rate to satisfy such
statement. Attorney has not been engaged to perform, nor will Attorney agree to
perform any services in connection with a capital raising transaction in
exchange for shares. The rules and regulations of the United States Securities
and Exchange Commission do not allow the use of a Form S-8 registration
statement under such circumstances. Any fees for services that are in connection
with a capital raising transaction shall be paid in cash.
In the course of Attorney's representation of the Company, if all the stock
is liquidated, a new block of stock sufficient to cover projected fees and
costs, in an amount contemporaneously agreed to by the parties, will again be
placed with the brokerage firm, under the terms and conditions outlined above.
At the conclusion of Attorney's representation of Client and the payment of all
final fees and costs, any unused stock shall forthwith be returned to Client.
Client has agreed to promptly register such blocks of stock pursuant to
Form S-3 or Form S-8 at its own expense and deliver such stock to the Attorney
or brokerage firm upon the filing and effectiveness of the Registration
Statement.
Fee Agreement - Xxxxxxx X. Xxxx Page 3
December 31, 2000
Stock Option
As an incentive for Attorney to represent the Client and to increase
Attorney's proprietary interest in the success of the Company, thereby
encouraging him to maintain his relationship with the Company, the Client hereby
grants to Attorney options to purchase shares of the Client's common stock. As
an initial option, the Client hereby grants Attorney the right to purchase
130,000 shares of the Client's common stock at a price of $2.00 per share. All
stock options are non-transferable and will expire unless exercised on or before
December 31, 2002. Client has agreed to promptly register the shares of common
stock underlying the stock options at its own expense.
Involvement of Client
Client expects to be kept closely involved with the progress of Attorney's
services in this matter. Attorney will keep Client apprised of all material
developments in this matter, and, in the case of litigation or administrative
proceedings, will provide sufficient notice to enable a representative to attend
meetings, conferences, hearings and other proceedings. A copy of all
correspondence in the course of Attorney's services will be forwarded to Client.
There may be times when Attorney will need to obtain information from
Client. All requests for access to documents, employees, or other information
shall be granted without unreasonable delay. At the conclusion of this matter,
all documents obtained shall be returned upon request.
Termination
Client shall have the right to terminate Attorney's engagement by written
notice at any time. Attorney has the same right to terminate this engagement,
subject to an obligation to give Client reasonable notice to permit it to obtain
alternative representation or services and subject to applicable ethical
provisions. Attorney will be expected to provide reasonable assistance in
effecting a transfer of responsibilities to the new firm.
Fee Agreement - Xxxxxxx X. Xxxx Page 4
December 31, 2000
Disputes
The laws of the State of California shall govern the interpretation of this
agreement, entered into in Orange County, California, including all rules or
codes of ethics which apply to the provision of services. Other than disputes
involving fees, which are covered by the Mandatory Fee Arbitration Statutes, all
disputes shall be properly venued in Orange County, California in either federal
or state court in accordance with the rules and regulations for each particular
forum.
Dated: December 31, 2000
Client
Yes Clothing Company, Inc.
By: /s/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
Title: President
Weed & Co. L.P.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title: Managing Director/Special Projects
