Exhibit 4.1
Legal Services Agreement
Xxxxxxxx, Xxxxxx & Xxxxxx, P.A.
July 13, 2001
Yi Wan Group, Inc.
00 Xxxx Xxx Xxx Xxx Xxxx
Xxxxx 0000
Jingtai Building 100022
Beijing, P.R. China
Re.- YiWan Group, Inc,. ("The Company")
Gentlemen:
We are pleased that you wish to engage our firm to perform legal services
for Yi Wan Group, Inc., ("the Company). This letter (the "Agreement)
confirms our mutual understanding concerning this engagement and documents
the nature and scope of the legal services we have agreed to render to you,
the amount of our fees for these services, the manner in which our fees for
these services shall be determined and the terms upon which you make
payment for these fees.
You have engaged us to act as counsel with respect to:
(a) The preparation of a Form 10 Registration Statement for the
Company's common stock; and
(b) All responses to comment letters of the United States
Securities and Exchange commission.
You and the Company have authorized us to perform all acts on its behalf
that are necessary and appropriate to this representation. You and the
Company have agreed that we may rely upon all information that is provided
by the Company, or their agents without independent investigation and all
such information must be true and correct. Further, you and the Company
have agreed that we will not be responsible for a "due diligence"
investigation of the factual matters contained in the Form 10 Registration
Statement.
By
Yi Wan Group, Inc,
2
You hereby agree to pay a nonrefundable retainer fee of 250,000 shares of
the Company's common stock. Ws fee is paid to us for the purpose of
assuring our availability in the matters outlined above. The 250,000
shares of the Company's stock are to be registered on the Form S-8 as soon
as the Company is eligible to use Form S-8. This fee shall be non-
refundable once services are commenced.
The above fee may be subject to increase, as this matter progresses in the
event the Company's business plan materially changes, the structure of the
offering changes, the offering amount increases and/or in the event of
circumstances arising of which we were not previously aware.
Any additional work otherwise requested will be billed at the standard
hourly rate of the lawyers, legal assistants and law clerks that work on
such matters. The current legal rate for lawyers is $250 per hour. The
current rate for law clerks and legal assistants is $50 per hour.
In addition to the fees set forth above, you or the Company will be
responsible for out-of-pocket expenses as incurred in connection with this
matter including state filing fees, long distance telephone calls, courier
services and similarly incurred expenses.
We may withdraw as counsel and terminate this agreement by notifying you in
writing. Reasons for termination may include, but are not limited to,
failure to pay fees or expenses under the terms of this agreement, failure
by you or the Company to cooperate with the firm in the engagement provided
for herein, any material misrepresentations or material omissions made to
our firm in connection with preparation of the registration statements, and
reasons mandated by the Code of Professional Responsibility as approved by
the Supreme Court of Florida. You may also terminate this agreement by
notifying us in writing.
You further agree that you, as the Company's president and the Company' s
officers and directors will be required to sign an affidavit attesting
that:
* The Form 10 has been read and understood;
* All documents provided to our office in connection with
preparation of the Form 10 are true;
* All matters contained in the Form 10 are true; and
* The Form 10 does not contain any misstatements or omissions of
any facts necessary to make the Form 10 not misleading.
Please indicate your acceptance of the foregoing by singing a copy of this
letter below and returning our stock certificate representing 250,000
shares of common stock.
Sincerely,
Yi Wan Croup, Inc. Xxxxxx Xxx Xxxxxxxx, Esquire
By: Cheng Wan Ming Sole Shareholder
President
