EXHIBIT 10.5
RETAINER AGREEMENT WITH XXXXXXX XXXXXX
XXXXXXX XXXXXX
An Accountancy Corporation
CERTIFIED PUBLIC ACCOUNTANT
0000 XxxXxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
(000) 000-0000 fax (000) 000-0000
February 1, 2001
We have adopted a policy of advising our clients in writing of our understanding
as to the scope of our services and asking them to confirm that their
understanding is the same as ours. This letter confirms the arrangements for our
services. We look forward to the opportunity to assist you in developing a
business plan for Yes Clothing. This letter outlines our understanding of the
terms and objectives of the engagement.
The review is to evaluate the allocation of duties and responsibilities among
key corporate personnel, the authority levels of these people and the
organizational structure of the Company. In addition, we will give a cursory
evaluation of staffing levels. We will not perform work measurement or related
activities to definitively identify staffing needs.
The review is to evaluate the overall processing systems and reporting
mechanisms in place at the Company as they relate to activities. We will review
reports that are currently being prepared. We will provide an analysis of
additional personnel involved and we will look for unnecessary reporting.
We will perform a detailed review of the accounting area for the purpose of
evaluating key accounting policies, principles and procedures being followed;
record-keeping methods and data maintained; file structures and file contents;
timeliness of reporting and reporting mechanisms.
Our firm will perform a study of financing needs and the reasons for these
needs. Based on our study, we will advise you on the types and sources of
financing your company needs. We will assist you in evaluating and choosing a
financing alternative. We will assist you in preparing a financing proposal to
the financing source and in the negotiation of financing terms and conditions.
If the financing is secured, we will assist you in reviewing the closing
documents for consistency with the terms and conditions agreed to in the
negotiations. Our role is one of assisting, evaluating, and advising, and we
offer no assurance that financing will be received. If financing is not received
after a presentation to a potential source and you request our assistance at
future presentations, such a request will be considered a new engagement.
Retainer Agreement - Xxxxxxx Xxxxxx Page 2
May 4, 2001
We expect that the financing proposal we submit to you will include projected
financial statements of the company, compiled based on management's assumptions.
These assumptions reflect conditions management expects would exist and courses
of action management expects would be taken, assuming the financing is secured
and used as the financial proposal describes. We will not express any form of
assurance on the advisability of the projection or reasonableness of the
underlying assumptions. Changes in these assumptions or similar unforeseeable
events could modify the information presented in the financing proposal. We do
not assume responsibility for updating the information or our report for such
events after the date of our report. We understand that the projection and our
report will be used only for inclusion in the financing proposal to be submitted
to a potential provider of financing with whom management will conduct
negotiations.
We will evaluate your existing operations to determine strengths and weaknesses
by, as appropriate, interviewing company personnel, reviewing available
documents, and holding discussions with external parties. We will assist you in
developing a mission statement for the Company and identifying goals and
objectives for the period covered by the plan. Finally, we will help you develop
implementation and monitoring actions for the plan.
We will be relying on the accuracy and reliability of the historical financial
statements, forecasts or projections of future operations, and other financial
data of your company. We will not perform an audit or review the financial
information, and will not express an opinion or any form of assurance on it. At
the conclusion of the engagement, we will request that you sign a representation
letter on the accuracy and reliability of the financial information used in the
engagement.
To our understanding there are major differences between your initial operating
budgets and actual historical comparisons; the variance between the budget and
historical information is now difficult to analyze.
Our fees for this work will be at our regular hourly rates for the individuals
involved, plus direct out-of-pocket expenses. Payment for services is due when
rendered, and interim xxxxxxxx may be submitted as work progresses and expenses
are incurred.
Our discount rates for this engagement are:
Partner $150 per hour
Staff $75 per hour
Statements for our services will be sent on a weekly basis.
We appreciate the opportunity to be of service to you and believe this letter
accurately summarizes the significant terms of our engagement. If you have any
questions, please let us know. If you agree with the terms of our engagement as
described in this letter, please sign the enclosed copy and return it to us.
This letter will continue in effect until canceled by either party.
Retainer Agreement - Xxxxxxx Xxxxxx Page 3
May 4, 2001
It is understood that our assignment is limited to an accounting service and
does not include an audit of your financial statements in accordance with
generally accepted auditing standards, and we ask that you do not in any manner
refer to this as an audit. Accordingly, the financial statements that we prepare
will not satisfy any regulatory, contractual, or other requirements for an audit
in accordance with such standards.
Sincerely,
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
/s/ Xxx X. Xxxxxx
Officer, Yes Clothing
