EXHIBIT 10(ix)
LAW OFFICES OF
XXXXXXX X. XXXXX
00000 XXXXX XXXXXX, XXXXX 000
XXXXXXX XXXXX, XXXXXXXXXX 00000
TELEPHONE (000) 000-0000
FACSIMILE (000) 000-0000
REVISED ATTORNEY-CLIENT FEE AGREEMENT
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This ATTORNEY-CLIENT FEE AGREEMENT ("Agreement") is entered into by and
between Xxxxxx X. Xxxxxx, Xx., Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxx, Xxxxx
Xxxxx as Trustee of the Vista De Catalina Irrevocable Trust Xxxxxx Xxxxxx, Xx.,
Xxxxxx Xxxxxx, Xx., Trustee of the Aliso Circle Irrevocable Inter Vivos Trust
dated May 5, 1998, U.S. West Homes, Inc., Xxxxxx Expressway, a limited
partnership, Senior Care Industries, Inc. and its subsidiaries and affiliates
(together "Client"), and Xxxxxxx X. Xxxxx ("Attorney").
1. CONDITIONS. This Agreement will not take effect, and Attorney will
have no obligation to provide legal services, until Client returns a signed copy
of this Agreement.
2. SCOPE AND DUTIES. Client hires Attorney to provide and continue to
provide legal services in connection with pending lawsuits and litigation
matters with Xxxxxxx Xxxxxxxx, Xxxx Xxxx, Tri-National, Xxxxx Xxxxxx, Xxxxxxx
Family Trust, Capital Credit, Citi Capital, among others.
Attorney shall provide and continue to provide those legal services
reasonably required to represent Client, and shall take reasonable steps to keep
Client informed of progress and to respond to Client's inquiries. This Agreement
expressly does not apply to any appeal taken in the above-referenced
litigations. Such representations, if requested by Client, would be the subject
of new and separate retention agreements. Attorney also will make himself
available during the normal working hours of Client, from 5 a.m. to 12 noon.
No promises or representations have been made, express or implied,
regarding the results of any litigation. As the cases progress, Attorney will
notify Client of any proceedings not covered by this contract that require a new
contract and the payment of additional fees.
Client shall be truthful with Attorney, cooperate with Attorney, keep
Attorney informed of developments, abide by this Agreement, pay Attorneys' bills
on time and keep Attorney advised of Client's address, telephone number and
whereabouts.
3. DEPOSIT. Client shall pay a monthly retainer of $15,000.00 against
fees on or before the 30th of each month credited to attorneys' fees incurred
during that month, the balance of which fees which remain unpaid after the
$15,000 credit shall continue to accrue and be paid in either or both of two
ways: (i) Client has issued Attorney 10,000,000 common shares of U.S. West
Homes, Inc. These shares represent unrestricted stock. (1) Upon sale of these
shares, Client will be credited the sale amount actually received by Attorney
toward fees still remaining to be paid. In this regard, should, after the sale
of these shares, there be an excess over and above the fees incurred, Attorney
shall be entitled to the excess. (ii) If, through the sale of these shares, all
fees are still unpaid, Client shall continue to be responsible for the payment
of the deficient fees. Attorney fees shall not include telephone communications
of a ten minute duration or less, unless such conversation encompasses
substantive matters relating to Attorney's services.
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(1) CLIENT IS ADMONISHED TO REVIEW CALIFORNIA RULES OF PROFESSIONAL CONDUCT RULE
3-300 [ATTACHED HERETO] WITH RESPECT TO THE ISSUANCE OF THE U.S. WEST HOMES,
INC. COMMON STOCK TO ATTORNEY. IN THAT RESPECT, CLIENT OFFERED THIS STOCK TO
ATTORNEY AS A GIFT AND FOR PAYMENT OF ATTORNEY'S FEES. THE ISSUANCE OF STOCK IS
FAIR AND REASONABLE IN THAT CLIENT, AT PRESENT, HAS LIMITED RESOURCES FOR THE
FULL PAYMENT OF ALL OF ATTORNEY'S CURRENT AND ANTICIPATED FEES. CLIENT
ACKNOWLEDGES THAT THEY HAVE BEEN ADVISED TO SEEK THE ADVICE OF AN INDEPENDENT
ATTORNEY OF THEIR OWN CHOOSING, AND HAVE SOUGHT THAT ADVICE, PRIOR TO THE
ISSUANCE OF THE STOCK. BY THEIR SIGNATURES TO THIS AGREEMENT, CLIENT CONSENTS TO
THE TERMS OF THE STOCK ISSUANCE TO SUPPLEMENT THE CURRENT AND FUTURE PAYMENT OF
FEES AND AS A BONUS TO ATTORNEY.
4. LEGAL FEES. Client agrees to pay for legal services at the following
rates:
Partners: $225.00/hour
Associates: $125.00/hour
Paralegals: $75.00/hour
Law Clerks: $75.00/hour
Other Personnel: As Customary
Attorney charges in minimum units of 0.25 hours.
5. COSTS AND EXPENSES. All costs, necessary disbursements, and other
reasonable personal, travel, investigation, expert and trial-related expenses
incurred by Attorney in advancing Client's cause herein are to be paid by Client
in advance or at the time said costs, disbursements and expenses are incurred by
Attorney.
6. STATEMENTS. Attorney shall send Client periodic statements for fees
and costs incurred. Client shall pay Attorneys' statement upon receipt. Client
has requested and Attorney agrees to provide such a statement to be mailed on or
about the first and fifteenth of each month.
7. LIEN. Client hereby grants Attorney a lien on any and all claims or
causes of action that are the subject of Attorneys' representation under this
Contract. Attorneys' lien will be for any sums due and owing to Attorney at the
conclusion of Attorneys' services. The lien will attach to any recovery Client
may obtain whether by arbitration, award, judgment, settlement or otherwise.
8. DISCHARGE AND WITHDRAWAL. Client may discharge Attorney at any time.
Attorney may withdraw with Client's consent or for good cause. Good cause
includes Client's breach of this Agreement, Client's refusal to cooperate with
Attorney or to follow Attorney's advice on a material matter or any other fact
or circumstance that would render Attorney's continuing representation unlawful
or unethical.
9. CONCLUSION OF SERVICES. When Attorneys' services conclude, all
unpaid charges shall become immediately due and payable. After Attorneys'
services conclude, Attorney will, upon Client's request, deliver Client's file
to Client, along with any Client funds or property in Attorney's possession.
10. DISCLAIMER OF GUARANTEE. Nothing in this Agreement and
nothing in Attorney's statements to Client will be construed as a promise or
guarantee about the outcome of Client's matter. Attorney makes no such promises
or guarantees. Attorneys' comments about the outcome of Client's matter are
expression of opinion only.
11. EFFECTIVE DATE. This Agreement will take effect when Client has
performed the conditions stated in paragraph 1, but its effective date will be
retroactive to the date Attorney first provided services. The date at the
beginning of this Agreement is for reference only. Even if this Agreement does
not take effect, Client will be obligated to pay Attorney the reasonable value
of any services Attorney may have performed for Client.
12. APPLICABLE LAW AND JURISDICTION. This Agreement shall be
deemed to have been made in the State of California and shall be construed
according to the laws of that State. Client consents to the jurisdiction of any
State or Federal Court in Orange County, California, in the event that any legal
proceedings arising out of this Agreement occurs.
13. AUTHORITY TO EXECUTE/COUNTERPART. All the parties to this
Agreement, be it individual, corporate, partnership or otherwise, hereby
represent and warrant that they have the authority to enter into this Agreement,
and such execution has been approved by appropriate corporate resolution,
partnership authorization, or otherwise. This agreement may be executed in
counterpart, with all such counter parts constituting but one agreement.
"ATTORNEY"
Dated: January 28, 2003 LAW OFFICES OF XXXXXXX X. XXXXX
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
"CLIENT"
Dated: January 28, 2003
By: /s/
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of U.S. West Homes, Inc.
Dated: January 28, 2003
By: /s/
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of Senior Care Industries, Inc.
And its subsidiaries and affiliates
