EXHIBIT 4
RETAINER AGREEMENT
WITH
XXXXXXX & BEAM
LAW OFFICES OF
XXXXXXX & BEAM
TWO XXXXXXX XXXXX
XXXXX 000
XXXXXX, XXXXXXXXXX 00000
(000) 000-0000
(000) 000-0000
FAX: (000) 000-0000
Xxxxxxx X. Xxxx, Esq. Xxxxx X. Xxxx, Esq.
Xxxxxxxx X. Xxxxxxx, Esq. Xxxxx X.X. XxXxxxxxx, Esq.
Xxxxxxxx X. Xxxx, Esq. Xxxxxxx X. Xxxxxx, Esq.
Xxxxx Xxxxxx, Esq. X. Xxxxxxx Xxxxxxxx, Esq.
Xxxxx X. Xxxxxx, Esq. Xxxx X. Xxxxxxxx, Esq.
September 15, 1999
Xx. Xxxxxx X. Xxxxxx
Mirage Holdings, Inc.
000 Xxxxxxxx Xxxx., Xxxxx 000X
Xxxxx Xxxxxx, XX 00000
RE: LEGAL REPRESENTATION
Dear Xx. Xxxxxx:
This is to confirm our understanding whereby you have engaged this firm to
represent you with respect to the corporate, securities, and other general
business matters (hereinafter referred to as the "Matter"). This letter, when
signed by you, will constitute the written fee contract required by California
law. In connection therewith, our understanding and agreement are as follows:
1. We will undertake to advise you in connection with the Matter and any
other matters you ask us to undertake. We will undertake to prepare such
documents as may be required to affect the foregoing.
2. There can be no assurances, and we make no guarantees, representations
or warranties as to the particular results from our services and the response
and timeliness of action by any governmental official or department.
3. You understand that the accuracy and completeness of any document
prepared by us is dependent upon your alertness to assure that it contains all
material facts which might be important and that such documents must not contain
any misrepresentation of a material fact nor omit information necessary to make
the statements therein not misleading. To that end, you agree to review, and
confirm to us in writing that you have reviewed, all materials for their
accuracy and completeness prior to any use thereof. You also acknowledge that
this responsibility continues in the event that the materials become deficient
in this regard.
4. We will undertake the representation in connection with the matter in
accordance with the following terms:
We will bill you monthly with the understanding that, except as set
forth otherwise herein, unless otherwise agreed to by us, you will pay the full
amount of each statement within ten days after your receipt thereof. Amounts
past due for 30 days or more will be charged a finance charge of 10% per annum.
XXXXXXX & BEAM
September 15, 1999
Page 2
You may pay any amounts due in cash or in shares of Common Stock of Mirage
Holdings, Inc. (the "Shares"). Upon issuance, the Shares shall be registered
pursuant to an S-8 registration statement as free trading shares. This amount
shall include all attorney's fees and costs contained in our bill for the
Matter.
5. Except as set forth above, fees do not include incidental costs and
expenses such as copying charges, long distance telephone charges, messenger
charges, filing fees, court costs and facsimile charges. The other costs will
be billed to you or, in the case of certain expenses such as corporate filing
costs, you will be requested to provide such amounts in advance. You agree to
pay all expenses advanced by the firm and to provide expenses in advance to the
extent requested by the firm.
6. With respect to any new matters, hourly fees do not include incidental
costs and expenses such as copying charges, long distance telephone charges,
messenger charges, and facsimile charges. These costs will be billed to you on
a monthly basis. You agree to pay all expenses advanced by the firm and to
provide expenses in advance to the extent requested by the firm.
7. The firm reserves the right to immediately withdraw its representation
in the event that (i) we discover any misrepresentation of information provided
to us, or (ii) you and any of your affiliates engage in any conduct or
activities contrary to our advice which in our opinion would constitute a
violation of applicable law. In the event legal action is required to collect
any amounts due hereunder, you agree to pay legal fees and expenses required to
collect such amounts.
8. We will consult with you on all major decisions and will attempt to
keep you fully informed of the status of the preparation of documents and
responses to filings, if any, as well as our recommended strategies. You should
feel free to call at any time if you have any questions or wish to discuss any
aspect of this matter.
9. You are advised that the Firm maintains errors and omissions insurance
coverage applicable to the services to be rendered.
10. This Agreement shall be governed by the laws of the State of
California and venue for any action hereunder shall be in Orange County,
California.
If this letter correctly sets forth your understanding and agreement with
respect to the matters mentioned above, please execute and return one copy of
this letter.
Very truly yours,
XXXXXXX & BEAM
/s/ Xxxxxxxx X. Xxxxxxx
------------------------
Xxxxxxxx X. Xxxxxxx
XXXXXXX & BEAM
September 15, 1999
Page 3
The undersigned xxxxxx confirms and agrees that this letter, executed and
effective this 15th day of September, 1998, sets forth my understanding and
agreement.
MIRAGE HOLDINGS, INC.
/s/ Xxxxxx X. Xxxxxx
---------------------------
By: Xxxxxx X. Xxxxxx
Its: President
