EXHIBIT 10H
FEE AGREEMENT WITH SKJERVEN, MORRILL,
MacPHERSON & XXXXX, L.L.P.
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AGREEMENT FOR LEGAL SERVICES
This Agreement for Legal Services ("Agreement") is entered into
effective as of September 8, 1993. National Pools Corporation (the "Client")
retains Skjerven, Morrill, XxxXxxxxxx, Xxxxxxxx & Xxxxx (the "Firm") to provide
legal services for the following matter(s):
Documentation needed to complete conversion of business from limited
partnership to corporation and associated recapitalization, as well as
adoption of Incentive Stock Option Plan, and such other general legal
tasks as Client may ask Firm to perform.
1. Fees charged the Client will be based on the time and labor required
and on the importance and difficulty of the problems encountered. The minimum
fee will be computed on the basis of the usual hourly rate of the person
rendering services. The Firm's present hourly rates for attorneys range from
$80.00 to $350.00. The Firm's hourly rates for staff persons are lower. Rates
and staffing are subject to periodic change at the Firm's discretion without
notice. A charge of $2.00 per hour is added to all fees in lieu of billing for
telephone calls and postage costing less than $10.00 per call or posting.
2. Costs and expenses may be advanced by the Firm. If the Firm does
advance such costs and expenses, and no other arrangements are made, such
advances along with a ten percent service fee will be included on the Firm's
itemized statements, and the Client will reimburse the Firm for these advances
in the same manner as Client pays for legal fees. Costs and expenses which may
be incurred by the Firm on the Client's behalf include, but are not limited to,
copying charges (at $ .20 per page), extraordinary telecommunication charges,
transportation expenses, extraordinary postage and delivery charges, expert
fees, witness fees, court costs, transcript and/or deposition costs, and other
usual and customary costs charged by San Francisco Bay Area law firms.
3. Client agrees to pay the Firm a retainer of $1,000 on or before
September 16, 1993. The Firm is authorized to apply this retainer to amounts to
be paid to the Firm from time to time by the Client under this Agreement; in
such event, Client agrees to replenish the retainer upon demand. Any amount of
the retainer not so applied before the termination or conclusion of the matter
referred to above will be promptly returned to Client, without interest.
4. Upon receipt of an itemized statement from the Firm that does not
reflect a credit to Client's account, the Client agrees to pay to the Firm any
and all sums owing within thirty (30) days of the date of that statement.
Payment of fees is not conditioned on obtaining any particular result during the
course of or upon termination of the matter described above.
5. Client agrees to pay the Firm interest computed at the rate of ten
percent (10%) per annum of any fees (including costs and expenses) owing to the
Firm more than thirty (30) days after the date of the statement on which that
sum is first stated to be owing.
6. It is agreed that the Firm has made no guarantees regarding the
results or termination of or the cost of its services in connection with the
matter described above, and all expressions relative to such matters are only
statements of the Firm's opinion.
7. The Firm shall have the right to withdraw if the Client does not
make any payment required by this Agreement, misrepresents or fails to disclose
material facts to the Firm, or fails to follow the Firm's advice. In any of
these events, the Client shall execute a substitution of attorney document at
the Firm's request.
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8. The Client shall keep the Firm advised of the Client's address and
telephone number at all times, and shall comply on a timely basis with all
reasonable requests of the Firm for information and assistance in connection
with all matters which the Firm is requested to handle.
9. Any documents, materials, or other things which Client provides to
the Firm shall become property of the Firm unless it received written notice
otherwise; the Firm shall use reasonable efforts to preserve such documents. The
Firm shall have no obligation to retain any documents or files pertaining to
Client or Client matters more than one year following the completion of the
Firm's work on that matter. The Firm shall have no obligation to turn over any
of its files to Client, except for copies made at Client's request and expense
and original Client documents which Client has requested in writing prior to the
expiration of the one-year period.
10. There is to be no change or waiver of any of the provisions of this
Agreement (including payment terms) unless the change is in writing and signed
by all parties. If any provision of this Agreement is for any reason invalid or
unenforceable, the remaining provisions shall nevertheless continue in full
force.
11. If any arbitration or legal action or similar proceeding is
instituted by either party concerning the payment of the fee charged or costs
advanced hereunder, the prevailing party shall be entitled to collect its
reasonable attorneys' fees in addition to any other relief that party may
obtain.
12. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, including any claims by the Client of
professional negligence or breach of duty, shall be settled by arbitration in
San Xxxx or San Francisco, California, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award entered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof.
13. This Agreement constitutes the entire agreement between the Client
and the Firm and there are no other representations, warranties, agreements or
understandings.
DATED: September 19, 1993 SKJERVEN, MORRILL, XxxXXXXXXX
XXXXXXXX & XXXXX
By /s/ Marc Xxxxx Xxxxx
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Marc Xxxxx Xxxxx
NATIONAL POOLS CORPORATION
DATED: September 10, 1993 By: /s/ Xxxxxx Xxxxxxxxxx
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Xxxxxx XXxxxxxxxx
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Law Offices of
SKJERVEN, MORRILL, XxxXXXXXXX, XXXXXXXX & XXXXX, L.L.P.
00 Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, Xxxxxxxxxx 00000
(000) 000-0000; Facsimile (000)000-0000
Other Offices:
Austin, Texas
San Francisco, California
May 9, 1997
VIA TELECOPIER
Xx. Xxxxxx Xxxxxxxxxx
National Pools Corporation
000 00xx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Re: Agreement for Legal Services
Our File No. 5993-001 et seq.
Dear Xxx:
Reference is made to the Agreement for Legal Services previously
entered into between this firm and National Pools Corporation, now a wholly
owned subsidiary of NuOasis Gaming, Inc. as amended to date.
This firm hereby authorizes payment for the amounts otherwise due under
that Agreement for Legal Services to be made from the proceeds of sale of "free
trading" Common Stock of NuOasis Gaming, Inc. in the name of the firm or
otherwise by a nationally registered broker-dealer, such stock to be registered
pursuant to SEC Form S-8 at the expense of NuOasis Gaming, Inc.
You have already been provided with a statement of the amount due this
firm for services and costs through April 30, 1997. We authorize you to send a
copy of such letter and this letter to a nationally registered broker-dealer and
instruct the broker-dealer to sell sufficient stock, exclusive of commission, to
liquidate this amount.
Please contact me if you have any questions or need any additional
information.
Very truly yours,
/s/ Marc Xxxxx Xxxxx
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Marc Xxxxx Xxxxx
MDF:kv
Enclosure
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