Law offices of
X. XXXXXXX XXXXXX, ESQ.
000 XXXXXXX XXXXXX XXXXX, XXXXX 000
XXXXXXX XXXXX, XXXXXXXXXX 00000
(000) 000-0000
FAX: (000) 000-0000 M. Xxxxxxx Xxxxxx, Esq.
Email: xxxxxxxx@xxxxxxxxx.xxx Xxxxx X. Xxxxxxxx, Esq.
September 25, 1997
American Custom Components
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxx Xxxx
Re: Legal Retainer Agreement
Dear Xxxx:
This letter sets forth our understanding whereby you have
engaged this firm to represent you with respect to various corporate
and securities matters (hereinafter referred to as the "Matters").
At your request, we may also undertake to represent you with respect
to other ongoing and new matters. California law requires lawyers
to have written fee contracts with their clients. This letter, when
signed by you, will constitute the written fee contract required by
California law. In connection therewith, our understanding and
agreement is as follows:
1. We will undertake to advise you in connection with the
Matters and any other matters you ask us to undertake. We
will undertake to prepare such documents as may be required
to effect 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 this representation for our usual hourly
fee, which is $100.00 per hour for paralegals, $200.00 per
hour for associates and $250.00 per hour for partners. We
will commence work upon the receipt of a retainer in the
amount of $5,000.00. 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 American Custom Components
September 25, 1997
Page 2
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.
This acknowledges our agreement of even date herewith to credit not
less than 50% of legal fees incurred towards the exercise of warrants
to purchase common stock of the Company in accordance with a Warrant
Agreement of even date herewith. The terms of the Warrant Agreement
are incorporated herein by reference.
5. Hourly fees do not include incidental costs
and expenses such as copying charges,
messenger charges, SEC filing fees, blue sky
filing fees, other filing fees, court costs
and facsimile charges. The other costs will
be billed to you or, in the case of certain
expenses such as blue sky or 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. 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 engages 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.
7. 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.
8. You are advised that the firm maintains errors
and omissions insurance applicable to the
foregoing representation.
9. 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 together with an initial $5,000.00
retainer check.
Very truly yours,
/s/ X. Xxxxxxx Xxxxxx
X. Xxxxxxx Xxxxxx, Esq.
The undersigned xxxxxx confirms and agrees
that this letter, executed and effective this _____
day of September, 1997, sets forth my understanding
and agreement with the Law Offices of M. Xxxxxxx Xxxxxx.
American Custom Components, Inc.
/s/ Xxxxxx Xxxx Walk
By: Xxxxxx Xxxx Xxxx,
Chief Executive Officer
