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EXHIBIT 4.1
RETAINER AGREEMENT WITH
HORWITZ & BEAM
DATED APRIL 27, 1999
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LAW OFFICES OF
HORWITZ & BEAM
TWO VENTURE PLAZA
SUITE 350
IRVINE, CALIFORNIA 92618
(949) 453-0300
(310) 842-8574
FAX: (949) 453-9416
Gregory B. Beam, Esq. Ralph R. Loyd, Esq.
Lawrence W. Horwitz, Esq. Patti L.W. McGlasson, Esq.
Lawrence M. Cron, Esq. Bernard C. Jasper, Esq.
Lynne Bolduc, Esq. K. William Pergande, Esq.
Malea M. Farsai, Esq. John Y. Igarashi, Esq.
April 27, 1999
Mr. Andrew Cimerman
President
HOMELIFE, INC.
4100 Newport Place, Suite 730
Newport Beach, CA 92660
RE: LEGAL REPRESENTATION
Dear Mr. Cimerman:
This is to confirm our understanding whereby you have engaged Horwitz &
Beam (the "Firm") to represent HomeLife, Inc. with respect to rendering legal
advice in connection with: (i) the Family Life litigation matter; and (ii) the
Registration Statement currently on file with the Securities Exchange Commission
(referred to as the "Matter"). 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 are as
follows:
1. We will undertake to advise you in connection with the Matter and
any other matters you ask us to undertake. We will undertake to prepare such
documents as may be required to affect 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. Our fees in connection with the Matter shall be a fixed fee, payable
immediately, of 250,000 shares of HomeLife stock, which shall be registered in
the pending Registration Statement. This agreement is subject to the approval of
HomeLife's Board of Directors.
5. Except as set forth above, fees do not include incidental costs and
expenses such as copying charges, long distance telephone charges, messenger
charges, filing fees, court costs and facsimile charges. Photocopies are billed
at twenty-five cents ($.25) per page. Outgoing faxes are billed at one dollar
($1.00) per page. You may be requested to provide such fees and costs amounts in
advance. You agree to pay any and all expenses advanced by the firm and to
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HORWITZ & BEAM
Mr. Andrew Cimerman, President
HOMELIFE, INC.
Letter of April 27, 1999
Page 2
provide expenses in advance to the extent requested by the firm.
6. 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 these matters.
7. You are advised that the Firm maintains errors and omissions
insurance coverage applicable to the services to be rendered.
8. 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. We are hereby advising that as a result of our firm representing you
prior to the execution of this Retainer Agreement, that our firm has a conflict
of interest in advising you to execute this Retainer Agreement. As a result of
this conflict of interest, we are advising you to consult with independent
counsel in the event you deem this necessary.
If this letter correctly sets forth your understanding and agreement
with respect to the matters mentioned above, please sign below in the space
provided.
Very truly yours,
HORWITZ & BEAM
/s/ Lawrence W. Horwitz
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Lawrence W. Horwitz
LWH:sm
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HORWITZ & BEAM
Mr. Andrew Cimerman, President
HOMELIFE, INC.
Letter of April 27, 1999
Page 3
The undersigned hereby confirms and agrees that this letter, executed
and effective this day 28th day of April, 1999, sets forth our understanding and
agreement.
HOMELIFE, INC.
By: /s/ Andrew Cimerman
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Andrew Cimerman, President
