As filed with the U.S. Securities and Exchange Commission on March 11, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the
Securities Act Of 1933
YES CLOTHING CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
95-3768671
(I.R.S. EMPLOYER IDENTIFICATION NO.)
4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
Consulting Agreements with Guy Anthome, Jon L. Lawver,
Nuven Advisors Inc. and Richard O. Weed
(Full title of the plan)
Guy Anthome, 4695 MacArthur Court, Suite 530,
Newport Beach, California 92660 (Name and
address of agent for service)
(714) 833-5381
(Telephone number, including area code, of agent for service
[YES\FORMS-8:031198.FS8]
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount of Maximum Maximum
Shares Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price(1) Fee
- -------------------------------- --------------- -------------- --------------- ----------------
<S> <C> <C> <C> <C>
No par value common stock 600,000 $0.06 $36,000 $3.42
No par value common stock 150,000 $0.06 $9,000 $.86
No par value common stock 500,000 $0.06 $30,000 $2.85
No par value common stock 800,000 $0.06 $48,000 $4.56
TOTALS 2,050,000 N/A $123,000 $11.69
</TABLE>
Total Number of Pages: 31
Exhibit Index on Page No.: 13
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of either (a) the average
of the high and low prices per share of the Common Stock as of a date
within five business days prior to the filing of this Registration
Statement.
[YES\FORMS-8:031198.FS8]
<PAGE>
PROSPECTUS
YES CLOTHING CO.
4695 MACARTHUR COURT, SUITE 530
NEWPORT BEACH, CALIFORNIA 92660
2,050,000 SHARES OF COMMON STOCK
This Prospectus relates to the offer and sale by Yes Clothing Co., a
California corporation (the "Company"), of shares of its no par value per share
common stock (the "Common Stock") to certain employees and consultants
(collectively the "Consultants") pursuant to agreements entered into between the
Company and the Consultants. The Company is registering hereunder and then
issuing, upon receipt of adequate consideration therefor, to the Consultants
2,050,000 shares of the Common Stock in consideration for services rendered and
to be performed under the agreements.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of the Company
within the meaning of the Securities Act of 1933 (the "Act") may sell all or
part of the shares in any way permitted by law, including sales in the
over-the-counter market at prices prevailing at the time of such sale. Of the
shares registered hereunder 600,000 shares of Common Stock are being sold to Guy
Anthome, who is an "affiliate" of the Company. An affiliate is summarily, any
director, executive officer or controlling shareholder of the Company. The
"affiliates" of the Company may become subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which would
limit their discretion in transferring the shares acquired in the Company. If
the Consultant who is not now an "affiliate" becomes an "affiliate" of the
Company in the future, he would then be subject to Section 16(b) of the Exchange
Act. (See "General Information - Restrictions on Resales").
The Common Stock is listed on the OTC bulletin board under the symbol "YSCO".
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
----------------
The date of this Prospectus is March 11, 1998
[YES\FORMS-8:031198.FS8]
<PAGE>
This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Yes Clothing Co. 4695
MacArthur Court, Suite 530, Newport Beach, California 92660 Telephone (714)
833-5382.
The Company is subject to the reporting requirements of the Exchange
Act and in accordance therewith files reports and other information with the
Commission. These reports, as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W. Washington D.C. 20549. Copies may be
obtained at the prescribed rates. In addition, the Common Stock is quoted on the
automated quotation system maintained by the National Association of Securities
Dealers, Inc. ("NASD"); thus, copies of these reports, proxy statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K. Street, N.W. Washington, D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer or
a solicitation by anyone in any state in which such is not authorized or in
which the person making such is not qualified or to any person to whom it is
unlawful to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.
[YES\FORMS-8:031198.FS8]
<PAGE>
TABLE OF CONTENTS
Page
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ......................6
ITEM 1. PLAN INFORMATION .......................................6
GENERAL INFORMATION.....................................................6
The Company.............................................................6
Purposes................................................................6
Common Stock............................................................6
The Consultants.........................................................6
No Restrictions on Transfer.............................................6
Tax Treatment to the Consultant.........................................6
Tax Treatment to the Company............................................7
Restrictions on Resales.................................................7
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION.............7
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION........7
Legal Opinion and Experts...............................................7
Indemnification of Officers and Directors...............................8
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.........................8
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE............................8
ITEM 4. DESCRIPTION OF SECURITIES..........................................8
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.............................8
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.........................8
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED................................9
ITEM 8. EXHIBITS...........................................................9
ITEM 9. UNDERTAKINGS.......................................................10
SIGNATURES.................................................................12
EXHIBIT INDEX..............................................................13
[YES\FORMS-8:031198.FS8]
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
The Company
The Company has its principal executive offices at: 4695 MacArthur
Court, Suite 530, Newport Beach, California 92660 Telephone (714) 833-5382.
Purposes
The Common Stock will be issued by the Company pursuant to agreements
entered into between the Consultants and the Company and approved by the Board
of Directors of the Company (the "Board of Directors"). The agreements are
intended to provide a method whereby the Company may be stimulated by the
personal involvement of the Consultants in the Company's future prosperity,
thereby advancing the interests of the Company, and all of its shareholders.
Copies of the agreements have been filed as exhibits to this Registration
Statement.
Common Stock
The Board has authorized the issuance of up to 2,050,000 shares of the
Common Stock to the Consultants upon effectiveness of this Registration
Statement.
The Consultants
The Consultants have agreed to provide their expertise and advice to
the Company on a non-exclusive basis for the purpose of promoting the interests
of the Company.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise price below the fair market value of the
shares on the date of exercise, the difference between the exercise price and
the fair market value of the stock on the date of exercise will be deemed
ordinary income for federal income tax purposes. The Consultant is urged to
consult his tax advisor on this matter. Further, if any recipient is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.
[YES\FORMS-8:031198.FS8]
<PAGE>
Tax Treatment to the Company
The amount of income recognized by any recipient hereunder in
accordance with the foregoing discussion will be an expense deductible by the
Company for federal income tax purposes in the taxable year of the Company
during which the recipient recognizes income.
Restrictions on Resales
In the event that an affiliate of the Company acquires shares of Common
Stock hereunder, the affiliate will be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares hereunder has
sold or sells any shares of Common Stock in the six months preceding or
following the receipt of shares hereunder, any so called "profit", as computed
under Section 16(b) of the Exchange Act, would be required to be disgorged from
the recipient to the Company. Services rendered have been recognized as valid
consideration for the "purchase" of shares in connection with the "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit" computation under 16(b) the price paid for the
common stock issued to affiliates is equal to the value of services rendered.
Shares of Common Stock acquired hereunder by persons other than affiliates are
not subject to Section 16(b) of the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
The Company hereby incorporates by reference (i) its annual report on
Form 10-K for the year ended March 31, 1997, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 10-QSB) filed under the Securities
or Exchange Act subsequent to any filed Form 10K (or 10-KSB), as well as all
other reports filed under Section 13 of the Exchange Act, and the Company's Form
8-A filing, and (iii) its annual report, if any, to shareholders delivered
pursuant to Rule 14a-3 of the Exchange Act. In addition, all further documents
filed by the Company pursuant to Section 13, 14, or 15(d) of the Exchange Act
prior to the termination of this offering are deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing.
All documents which when together, constitute this Prospectus, will be sent or
given to participants by the Registrant as specified by Rule 428(b)(1) of the
Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in
this Registration Statement but not delivered with this Prospectus or any
document required to be delivered pursuant to Rule 428(b) under the Securities
Act will be furnished without charge upon written or oral request. Requests
should be addressed to: Yes Clothing Co. 4695 MacArthur Court, Suite 530,
Newport Beach, California 92660 Telephone (714) 833-5382.
Legal Opinion and Experts
Richard O. Weed has rendered an opinion on the validity of the
securities being registered. Mr. Weed is not an "affiliate" of the Company and
does not have a substantial interest in the registrant, but will receive 800,000
shares of common stock pursuant to this registration statement.
The financial statements of Yes Clothing Co.incorporated by reference
in the Company's Annual Report (Form 10-K) for the year ended March 31, 1998
have been audited by Grobstein, Horwath & Company LLP, independent auditors, as
set forth in their report incorporated herein by reference and are incorporated
herein in reliance upon such report given upon the authority of the firm as
experts in auditing and accounting.
[YES\FORMS-8:031198.FS8]
<PAGE>
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by annual
report referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the no par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Company' Certificate of Incorporation and By-Laws contain
provisions that no director of the Company shall be liable to the Company for
monetary damages for breach of fiduciary duty as a director involving any act or
omission of such director other than (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders; (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases, or (iv) for any transaction from which the director
derived an improper personal benefit.
[YES\FORMS-8:031198.FS8]
<PAGE>
The effect of these provisions will be to eliminate the rights of the
Company and its stockholders (through shareholders' derivative suits on behalf
of the Company) to recover monetary damages against a director for breach of
fiduciary duty as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in clauses (i) -
(iv) of the proceeding sentence.
These provisions will not affect the validity of injunctive relief
against directors of the Company (although such relief may not always be
available as a practical matter) nor will it limit directors liability for
violations of federal securities laws.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
(a) The following exhibits are filed as part of this registration
statement pursuant to Item 601 of Regulation S-K and are specifically
incorporated herein by this reference:
Exhibit No. Title
5. Opinion of Richard O. Weed regarding the legality of the
securities registered.
10. A. Consulting Agreement with Guy Anthome
B. Consulting Agreement with Jon L. Lawver
C. Consulting Agreement with NuVen Advisors Inc.
D. Consulting Agreement with Richard O. Weed
24.1 Consent of Richard O. Weed, special counsel to registrant, to the
use of his opinion with respect to the legality of the securities
being registered hereby and to the references to him in the
Prospectus filed as a part hereof.
24.2 Consent of Grubstein, Horwath & Company LLP.
[YES\FORMS-8:031198.FS8]
<PAGE>
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to:
(i) include any prospectus required by Section 10 (a) (3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement; and
(iii)include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
provided, however, paragraphs (i) and (ii) shall not apply
if the information required to be included in a
post-effective amendment by those paragraph is incorporated
by reference from period reports filed by the registrant
small business issuer under the Exchange Act.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the
registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
Securities Exchange Act of 1934; and, where interim financial
information require to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to deliver, or cause
to be delivered to each person to whom the
[YES\FORMS-8:031198.FS8]
<PAGE>
prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to
provide such interim financial information.
Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) of the Securities Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
[YES\FORMS-8:031198.FS8]
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Irvine, State of California on the 11th day of March,
1998.
YES CLOTHING CO.
(Registrant)
By: /s/ Guy Anthome
------------------------------------
Guy Anthome,
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
----------- ----------------------- --------------
Chief Executive Officer March 11, 1998
Guy Anthome and Director
[YES\FORMS-8:031198.FS8]
<PAGE>
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration Numbered
Statement Description Page
- --------- ------------------------------------------------------ ---------
5. Opinion of Counsel 14
10. A. Consulting Agreement with Guy Anthome 16
B. Consulting Agreement with Jon L. Lawver 18
C. Consulting Agreement with NuVen Advisors Inc. 20
D. Consulting Agreement with Richard O. Weed 27
24.1 Consent of Richard O. Weed to Use of Opinion 30
24.2 Consent of Grobstein, Horwath & Company LLP. 31
[YES\FORMS-8:031198.FS8]
<PAGE>
EXHIBIT 5.
OPINION OF COUNSEL
ARCHER & WEED
Special Project Counsel
4695 MACARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660
TELEPHONE (714) 475-9086 FACSIMILE (714) 475-9087
EMAIL: [email protected]
WRITERS DIRECT NUMBER
(714) 475-9088
March 12, 1998
Board of Directors
Yes Clothing Co.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660
RE: Form S-8 Registration Statement
Dear Members of the Board:
As special project counsel to Yes Clothing Co., a California corporation (the
ACompany@), in connection with that certain Form S-8 registration statement
dated March 11, 1998, I have been asked to provide an opinion of counsel as to
the legality of the securities being registered, indicating whether they will,
when sold, be legally issued, fully paid and non-assessable.
In rendering this opinion, I have assumed, without independently
verifying such assumptions, and this opinion is based and conditioned upon the
following: (i) the genuineness of the signatures on and the enforceability of
all instruments, documents and agreements examined by me and the authenticity of
all documents furnished for my examination as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly executed on or as of the date stated and that execution and delivery
was duly authorized on the part of the parties thereto; (iii) each of the
foregoing certificates, instruments and documents being duly authorized,
executed and delivered by or on behalf of all the respective parties thereto,
and such instruments and documents being legal, valid binding obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of California; and (vi) the Company
will be operated in accordance with the terms of its charter documents and the
laws of the State of California and the terms of the instruments or documents
referred to above.
<PAGE>
Based upon the foregoing, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of California, the
jurisdiction of its incorporation.
2. The terms and provisions of the common stock conform to the
description thereof contained in the registration statement, and the form of the
stock certificates used to evidence the common stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the common stock,
3. The issuance and the sale of the shares of common stock has been
duly and validly authorized and the securities will, when sold, be duly legally
issued, fully paid and non-assessable shares of common stock of the Company.
I am admitted to practice in the State of California and the State of
Texas. I am not admitted to practice in any jurisdictions other than California
and Texas, in which the Company may own property or transact business. My
opinions herein are with respect to federal law only and, to the extent my
opinions are derived from the laws of other jurisdictions, are based upon an
examination of all relevant authorities and the documents referenced herein and
are believed to be correct. I have not directly obtained legal opinions as to
such matters from attorneys licensed in such other jurisdictions. No opinion is
expressed upon any conflict of law issues. My opinions are qualified to the
extent that enforcement of rights and remedies are subject to bankruptcy,
insolvency, fraudulent conveyance, moratorium, and other laws of general
application or equitable principles affecting the rights and remedies of
creditors and security holders and to the extent that the availability of the
remedy of specific performance or of injunctive relief is subject to the
discretion of the court before which any proceeding may be brought.
This opinion is limited to matters existing as of this date and no
responsibility is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.
I furnish this opinion to you as special counsel for the Company and it
is solely for your benefit. This opinion is not to be used, circulated, quoted
or otherwise referred to in whole or in part for any other purpose, except as
set forth in my consent.
Very truly yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
<PAGE>
EXHIBIT 10.A
CONSULTING AGREEMENT WITH GUY ANTHOME
GUY ANTHOME
1380 W. Washington Blvd.
Los Angeles, CA. 90007
January 22, 1998
YES Clothing Co.
1380 W. Washington Blvd.
Los Angeles, CA, 90007
RE: Engagement Letter and Fee Agreement for Services
Gentlemen:
This letter sets forth the agreement (the "Agreement") between YES Clothing Co.
(the "Company") and Guy Anthome, ("Anthome"), pursuant to which Anthome agrees
to serve the Company in the capacity as Chief Executive Officer (the
"Services").
In return for the Services rendered, upon execution of this Agreement the
Company hereby agrees to pay Anthome a monthly fee of Twelve Thousand
($12,000.00), payable in shares of the Company's common stock, quarterly in
advance (the "Fee Shares")
The Company agrees to include the fee Shares in a Form S-8 Registration
Statement to be filed by the Company with the Securities and Exchange Commission
(the "S-8 Registration") within thirty (30) days of the date of approval of this
Agreement by the Bankruptcy Court. At Anthome's sole discretion, the Fee Shares
may be issued prior to the effective date of the S-8 Registration in reliance
upon exemptions from registration provided by Section 4(2) of the Securities Act
of 1933 (the "Act"), Regulation D of the Act, and applicable state securities
laws.
All third party and out-of-pocket expenses incurred by Anthome performing the
Services shall and will continue to be the sole responsibility of the Company,
provided such costs are approved by the Company in writing.
This Agreement cancels all other prior agreement and understandings between the
Company and Anthome, written or oral, prior to the date hereof
<PAGE>
Yes Clothing Co.
January 22, 1998
Page 2
The Company agrees that it will indemnify, defend and hold harmless Anthome from
and against any loss or losses asserted against, resulting to, imposed upon or
incurred or suffered by Anthome, directly or indirectly, resulting from any
dispute, claim, or cause of action which arise from or which are a result of the
Services to be provided.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Very truly yours,
/s/ Guy Anthome
- ----------------------------------
Guy Anthome
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED this 27th day of January 1998, with an effective date
retroactive to the date services were first performed for the Company.
YES CLOTHING CO.
By: /s/ Guy Anthome
-------------------------------
Name: Guy Anthome
Title: Chief Executive Officer
<PAGE>
EXHIBIT 10 B
CONSULTING AGREEMENT WITH JON L. LAWVER
JON L. LAWVER
1004 Via Romero
Palos Verdes Est, CA. 90274
January 22,1998
YES Clothing Co.
1380 W. Washington Blvd.
Los Angeles, CA. 90007
RE: Engagement Letter and Fee Agreement for Services
Gentlemen:
This letter sets forth the agreement (the "Agreement") between YES Clothing Co.
(the "Company") and Jon L. Lawyer, ("Lawver"), pursuant to which Lawver agrees
to serve the Company in the capacity as Secretary (the "Services").
In return for the Services rendered, upon execution of this Agreement, the
Company hereby agrees to pay Lawyer a monthly fee of Three Thousand ($3,000.00),
payable in shares of the Company's common stock, quarterly in advance (the "Fee
Shares").
The Company agrees to include the Fee Shares in a Form S-8 Registration
Statement to be filed by the Company with the Securities and Exchange Commission
(the "S-8 Registration") within thirty (30) days of the date of approval of this
Agreement by the Bankruptcy Court. At Lawyer's sole discretion, the Fee Shares
may be issued prior to the effective date of the S-8 Registration in reliance
upon exemptions from registration provided by Section 4(2) of the Securities Act
of 1933 (the "Act"), Regulation D of the Act, and applicable state securities
laws.
All third party and out-of-pocket expenses incurred by Lawver performing the
Services shall and will continue to be the sole responsibility of the Company,
provided such costs are approved by the Company in writing.
This Agreement cancels all other prior agreement and understandings between the
Company and Lawver, written or oral, prior to the date hereof.
<PAGE>
Yes Clothing Co.
January 22, 1998
Page 2
The Company agrees that it will indemnify, defend and hold harmless Lawver from
and against any loss or losses asserted against, resulting to, imposed upon or
incurred or suffered by Lawver, directly or indirectly, resulting from any
dispute, claim, or cause of action which arise from or which are a result of the
Services to be provided.
If the foregoing is agreeable, please indicate your approval by dating and
signing below and returning an original copy to me.
Very truly yours,
By: /s/ Jon L. Lawver
-------------------------------
Name: Jon L. Lawver
APPROVAL AND ACCEPTANCE
READ AND ACCEPTED this 27th day of January 1998, with an effective date
retroactive to the date services were first performed for the Company.
YES CLOTHING CO.
By: /s/ Guy Anthome
-------------------------------
Name: Guy Anthome
Title: Chief Executive Officer
<PAGE>
EXHIBIT 10 C
CONSULTING AGREEMENT WITH NUVEN ADVISORS INC.
ADVISORY AND MANAGEMENT AGREEMENT
THIS ADVISORY AND MANAGEMENT AGREEMENT ("Agreement") is made this 21st
day of January 1998, by and between NuVen Advisors, Inc. a Nevada corporation
("Advisor") with offices at 6337 So. Highland Dr., Suite 319, Salt Lake City,
Utah 84121 and Yes Clothing Co., a California corporation with its principal
offices at 1380 W. Washington Blvd., Los Angeles, CA 90007 (the "Company").
WHEREAS, Advisor and Advisor's Personnel (as defined below) have
experience in evaluating and effecting financial reorganizations, mergers and
acquisitions, and in performing general administrative duties for publicly-held
companies and development stage investment ventures; and
WHEREAS, the Company, which is currently operating as
Debtor-In-Possession pursuant to a Voluntary Petition under Chapter 11 of the
U.S. Bankruptcy Code, Case No. LA97-58144AA, desires to retain Advisor to advise
and assist the Company in its reorganization on the terms and conditions set
forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:
1. Engagement
Subject to the requisite approval hereof by the Bankruptcy Court, the
Company hereby retains Advisor, effective the date hereof and
continuing through the Primary Term (as defined below) of this
Agreement, to assist the Company in the formulation of its
reorganization, the redevelopment of its clothing business, and the
evaluation of pertinent economic, statistical, financial and other data
related to potential acquisitions (collectively, the "Services"). The
Services are to be provided through Advisor's officers or others
employed or retained and under the direction of Advisor ("Advisor's
Personnel"). Advisor agrees to use its best efforts to provide the
Services; provided, however, that the Services shall expressly exclude
efforts to obtain financing for the Company and legal or other advice
which require licenses or certification which Advisor and Advisor's
Personnel may not have.
2. Term
This Agreement shall have an initial term of the greater of (a) one (1)
year, or (b) the pendency of the Company's Bankruptcy Proceeding (the
"Primary Term"). At the conclusion of the Primary Term this Agreement
will automatically be extended on an annual basis (the "Extension
Period") unless Advisor or the Company's Board of Directors shall elect
and serve
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<PAGE>
written notice on the other party terminating the Agreement. Any notice
to terminate given hereunder shall be in writing and shall be delivered
at least ten (10) days prior to the end of the Primary Term or any
subsequent Extension Period.
3. Time and Effort of Advisor
Advisor shall allocate up to 20 hours per month, as necessary, to
provide the Services. The particular amount of time may vary from day
to day or week to week. In the event Advisor's time in providing the
Services exceeds 20 hours in any given month, Advisor may bill the
Company for such additional time or subtract such additional time from
that which is to be provided in future months.
Except as otherwise agreed, Advisor's monthly statement identifying, in
general, tasks performed for the Company shall be conclusive evidence
that the Services have been performed. Additionally, in the absence of
willful misfeasance, bad faith, negligence or reckless disregard for
the obligations or duties hereunder by Advisor, neither Advisor nor
Advisor's Personnel shall be liable to the Company or any of its any
shareholders for any act or omission in the course of, or connected
with, rendering the Services, including but not limited to losses that
may be sustained as a result of advice provided by Advisor or Advisor's
Personnel in any corporate act, or in a merger, asset purchase or sale,
business combination, or financing transaction (individually, "Business
Opportunity), undertaken by the Company or where the Company provides
capital for an interest or rights to such business opportunity.
4. Compensation
The Company agrees to pay Advisor, as compensation for the Services
rendered, a monthly fee equal to Ten Thousand Dollars ($10,000),
payable quarterly in advance ("Advisory Fee"), plus a bonus ("Bonus")
payable when Advisor's Personnel are requested by the Company to assist
in or supervise the closing of any Business Opportunity. The value and
form of consideration of such Bonus shall be determined by mutual
agreement between Advisor and the Company at the time Advisor's
assistance is requested.
The Advisory Fee and Bonus, subject to the conditions set forth herein,
may be paid in shares of the Company's common stock computed at fifty
percent (50%) of the market value of such shares on the date Advisor
agrees to accept such shares. "Market Value" for the purpose of this
Agreement shall mean the thirty (30) day moving average bid price of
such shares.
The Company and Advisor acknowledge that in the event Advisor, as a
result of this Agreement, receives shares of the Company's common
stock, it may be considered an affiliate subject to Section 16(b) of
the Securities Exchange Act of 1934 (the "`34 Act"). In this regard,
the Company and Advisor agree that for purposes of any "profit"
computation under Section 16(b) of the `34 Act the price paid for such
shares is equal to the value of the services rendered in exchange for
the Advisory Fee or Bonus.
5. Other Services
If, as a result of providing the Services or otherwise, Advisor is
successful in introducing a Business Opportunity which is acquired or
in which the Company participates in some fashion, or if the Company
enters into a joint venture, merger or reverse acquisition with a
Business
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<PAGE>
Opportunity introduced by Advisor (collectively, a "Business
Combination") then, in addition to the Advisory Fee but in lieu of the
Bonus set forth herein, Advisor shall be entitled to an introduction
fee ("Finder's Fee"). The Finder's Fee shall be equal to five percent
(5%) of the value of each Business Combination and shall be payable at
the close of each and every transaction in cash, notes, or stock of the
Company, or other consideration as the parties shall mutually agree.
Such agreement as to the make-up of the Finder's Fee shall be reduced
to writing prior to the execution of a definitive agreement between the
Company and the joint venturers or sellers of such Business
Combination. Failing to reach an agreement as to the make-up of such
Finder's Fee, the Company agrees that such fee shall consist solely of
cash. In the event that the Finder's Fee contains shares of the
Company's capital stock ("Finders Fee Shares"), unless otherwise
mutually agreed between the parties in writing, the number of such
shares shall be determined by dividing five percent (5%) of the value
of the Business Combination transaction by the Market Value of the
Company's shares on the date of the execution of the definitive
agreement relative to such Business Combination, or any public
announcement related to such transaction, whichever is the earlier
date.
6. Registration of Shares
No later than thirty (30) days following the date of an event giving
rise to the obligation by the Company to issue Finder Fee Shares, or
the agreement by Advisor to accept the Company's shares in lieu of cash
in satisfaction of the Advisory Fee or Bonus, the Company will register
such shares with the Securities and Exchange Commission on a Form S-8
or other applicable registration statement, and it shall maintain the
effectiveness of such registration statement at all times while Advisor
holds such shares. At Advisor's sole discretion, such shares may be
issued prior to registration in reliance on exemptions from
registration provided by Section 4(2) of the Securities Act of 1933
(the "Act"), Regulation D of the Act, and applicable state securities
laws. Failing to register any such shares, or maintain the
effectiveness of any applicable registration statement, as set forth
herein, the Company shall satisfy any accrued Advisory Fee, Bonus or
Finders Fee in cash.
7. Costs and Expenses
All third party and out-of-pocket expenses, filing fees, copy, and
mailing expenses incurred by Advisor in the performance of the Services
are the responsibility of the Company and shall be paid by the Company,
or reimbursed to Advisor, within ten (10) days, of receipt of written
notice by Advisor; provided, however, that the Company must approve in
advance all expenses in excess of $500 per month.
8. Place of Services
The Services provided by Advisor or Advisor's Personnel hereunder will
be performed at Advisor's offices except as otherwise mutually agreed
by Advisor and the Company.
9. Independent Contractor
Advisor and Advisor's Personnel will act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
Advisor will be responsible for payment of all federal, state, and
local taxes on compensation paid under this Agreement, including income
and social security taxes, unemployment insurance, and any other taxes
due relative to Advisor's Personnel, and any and all business license
fees as may be required. This Agreement neither expressly nor
- 22 -
<PAGE>
impliedly creates a relationship of principal and agent, or employee
and employer, between Advisor's Personnel and the Company. Neither
Advisor or Advisor's Personnel are authorized to enter into any
agreements on behalf of the Company. The Company expressly retains the
right to approve, in its sole discretion, each and every Business
Combination introduced by Advisor, and to make all final decisions with
respect to activities undertaken by Advisor related to this Agreement.
10. Rejected Business Combinations
If, during the term of this Agreement, the Company elects not to
proceed to acquire any Business Combination identified and/or selected
by Advisor or others, notwithstanding the time and expense the Company
may have incurred reviewing such Business Combination, Advisor shall be
entitled to acquire or submit such Business Combination elsewhere and
Advisor shall be entitled to any and all profits or fees resulting from
Advisor's purchase, referral or placement of such Business Combination.
11. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between the Company and Advisor, or employee and
employer as between Advisor's Personnel and the Company.
12. Termination
The Company and Advisor may terminate this Agreement prior to the
expiration of the Primary Term with mutual written consent and upon
thirty (30) days written notice. Failing to have mutual consent,
without prejudice to any other remedy to which the terminating party
may be entitled, if any, either party may terminate this Agreement upon
thirty (30) days written notice with cause and without penalty under
the following conditions:
(A) By the Company. On the occurrence of any one of the following
events:
(i) If during the term of this Agreement, Advisor is unable to
provide the Services as set forth herein for thirty (30)
consecutive business days because of illness, accident, or
other incapacity of Advisor's Personnel; or,
(ii) If Advisor willfully breaches or neglects the duties
required to be performed hereunder.
(B) By Advisor. On the occurrence of any one of the following events:
(i) If the Company breaches this Agreement or fails to make any
payments or provide information required hereunder; or,
(ii) In the event the Company has its Bankruptcy Proceeding
converted into a Chapter 7 liquidation, or if the Company
has a Plan of Reorganization confirmed which is submitted by
a third party resulting in the sale or issuance of a
controlling interest or substantially all of its capital
stock to such third party; or,
- 23 -
<PAGE>
(iii)If any of the disclosures made in the schedules filed by
the Company in its Bankruptcy Proceeding, or any disclosures
made herein or subsequent hereto by the Company to Advisor,
are determined to be materially false or misleading.
In the event Advisor elects to terminate without cause, or this
Agreement is terminated prior to the expiration of the Primary Term, or
any Extension Period, by mutual agreement, or by the Company for the
reasons set forth above in A(i) and (ii), the Company shall only be
responsible to pay Advisor for unreimbursed expenses, Bonus(es),
Finders Fees and any other fees accrued up to and including the
effective date of termination. If this Agreement is terminated by the
Company for any other reason, or by Advisor, for cause or reasons set
forth in B(i) through (v) above, Advisor shall be entitled to any
outstanding unpaid portion of reimbursable expenses and Finder's Fees.
The Company shall pay Advisor for unreimbursed expenses, Bonus(es),
Finders Fees and other fees accrued up to and including the effective
date of termination, and the balance of the Advisory Fee for the
remainder of the unexpired portion of the applicable term of the
Agreement.
13. Indemnification
Subject to the provisions herein, the Company and Advisor agree to
indemnify, defend and hold each other harmless from and against all
demands, claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or incurred by
either party by reason of or resulting from a breach of any
representation, warranty, covenant, condition, or agreement of the
other party to this Agreement.
14. Remedies
Advisor and the Company acknowledge that in the event of a breach of
this Agreement by either party, money damages would be inadequate and
the non-breaching party would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance.
Such remedy, however, shall be cumulative and non-exclusive and shall
be in addition to any other remedy to which the parties may be
entitled.
15. Miscellaneous
(A) Subsequent Events. Advisor and the Company each agree to
notify the other party if, subsequent to the date of this
Agreement, either party incurs obligations which could
compromise its efforts and obligations under this Agreement.
(B) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing
executed by the parties hereto.
(C) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take
actions and to execute and deliver documents a may be
reasonably necessary to effectuate the purposes of this
Agreement.
- 24 -
<PAGE>
(D) Waiver. Any failure of any party to this Agreement to comply with
any of its obligations, agreements, or conditions hereunder may
be waived in writing by the party to whom such compliance is
owed. The failure of any party to this Agreement to enforce at
any time any of the provisions of this Agreement shall in no way
be construed to be a waiver of any such provision or a waiver of
the right of such party thereafter to enforce each and every such
provision. No waiver of any breach of or non-compliance with this
Agreement shall be held to be a waiver of any other or subsequent
breach or non- compliance.
(E) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written
consent of the other.
(F) Notices. Any notice or other communication required or permitted
by this Agreement must be in writing and shall be deemed to be
properly given when delivered in person to an officer of the
other party, when deposited in the United States mails for
transmittal by certified or registered mail, postage prepaid, or
when deposited with a public telegraph company for transmittal,
or when sent by facsimile transmission charges prepared, provided
that the communication is addressed:
(i) In the case of the Company:
Yes Clothing Co.
1380 W. Washington Blvd.
Los Angeles, CA 90007
Telephone: (213) 765-7800
Facsimile: (213) 742-0526
(ii) In the case of Advisor:
NuVen Advisors, Inc.
6337 So. Highland Drive
Salt Lake City, Utah 84121
Telephone: (801) 277-8755
Telefax: (801) 277-8755
(iii) With copy to:
NuVen Capital L.P.
4695 MacArthur Court, Suite 530
Newport Beach, California 92660
Telephone: (714) 833-5358
Telefax: (714) 833-7854
or to such other person or address designated in writing by
the Company or Advisor to receive notice.
- 25 -
<PAGE>
(G) Headings. The section and subsection headings in this agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(H) Governing Law. This Agreement was negotiated and is being
contracted for in the State of Nevada, and shall be governed by
the laws of the State of Nevada, notwithstanding any
conflict-of-law provision to the contrary.
(I) Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.
(J) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the parties
relating to the subject matter of this Agreement. No oral
understan dings, statements, promises, or inducements contrary to
the terms of this Agreement exist. No representations,
warranties, covenants, or conditions, express or implied, other
than as set forth herein, have been made by any party.
(K) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
(L) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument,
by one or more parties hereto and such executed copy may be
delivered by facsimile of similar instantaneous electronic
transmission device pursuant to which the signature of or on
behalf of such party can be seen. In this event, such execution
and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties
agree to execute an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.
(M) Time is of the Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date above written.
"Advisor"
/s/ NUVEN ADVISORS, INC.
---------------------------------------
NuVen Advisors, Inc.
a Nevada corporation
The "Company"
/s/ YES CLOTHING CO.
---------------------------------------
Yes Clothing Co.
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<PAGE>
EXHIBIT 10 D
CONSULTING AGREEMENT WITH RICHARD O. WEED
This agreement is between Yes Clothing Co. ("Client") whose address is
1380 West Washington Boulevard, Los Angeles, California 90007 and Richard O.
Weed, Archer & Weed whose address is 4695 MacArthur Court, Suite 530, Newport
Beach, California 92660.
Richard O. Weed has agreed to provide legal services to Client with
respect to any and all legal matters or special projects referred to Richard O.
Weed by Client from time to time. This agreement is made in advance as to the
conditions and guidelines that will govern the relationship between the parties.
To protect both of the parties and to comply with professional
obligations, we have already discussed with each other and resolved any
potential conflicts of interest with present or former clients. The services
which Richard O. Weed will provide shall be in accordance with the following
terms and conditions:
Professional Fees
Fees will be based upon the reasonable value of Richard O. Weed's
services as determined in accordance with the American Bar Association Model
Code of Professional Responsibility and the California & Texas Rules of
Professional Conduct. Fees will be based on the rates charged by Richard O.
Weed.
Richard O. Weed's rate is $200 per hour. It is anticipated that Client
and Richard O. Weed will agree on a fixed fee for special projects from time to
time. The fixed fee arrangements for the special project related to Client's
bankruptcy is as follows:
Subject to the approval hereof by the Bankruptcy Court, Richard O. Weed
shall provide professional services related to the preparation and filing of any
schedules, statement of affairs and plan of reorganization which may be
required; provide representation of the Client at the meeting of creditors and
confirmation hearing, and any adjourned hearings thereof; and provide
representation of the Client in adversary proceedings and other contested
bankruptcy matters. Richard O. Weed shall be paid 800,000 shares of the Client's
common stock. Client has agreed to promptly register such block of stock
pursuant to Form S-8 at its own expense.
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<PAGE>
Costs and Expenses
Client understands that in the course of representation, it may be
necessary for Richard O. Weed to incur certain costs or expenses. Client will
reimburse Richard O. Weed for certain costs or expenses actually incurred and
reasonably necessary for completing the assigned matter, as long as the charges
for costs and expenses are competitive with other sources of the same products
or services. More particularly, Client will, subject to Bankruptcy Court
approval, reimburse Richard O. Weed in accordance with the following guidelines:
1. Computer-Related Expenses - Client will reimburse Richard O. Weed for
computerized research and research services. However, any charges over $500 per
month will require approval. Client also encourages Richard O. Weed to utilize
computer services that will enable Richard O. Weed to more efficiently manage
the projects.
2. Travel - Client will reimburse Richard O. Weed for expenses in
connection with out of town travel. However, Client will only reimburse for
economy class travel and, where necessary, for the reasonable cost of a rental
car. All related travel expenses, i.e., lodging and meals, must be reasonable
under the circumstances.
3. Filing Fees & Court Costs - Client will reimburse Richard O. Weed for
expenses incurred in connection with filing fees and court costs, if any, but
will not be responsible for sanctions or penalties imposed due to the conduct of
Richard O. Weed.
Billing
All bills will include a summary statement of the kinds of services
rendered during the relevant period. Client expects that Richard O. Weed will
maintain back-up documentation for all expenses.
Involvement of Client
Client expects to be kept closely involved with the progress of Richard
O. Weed's services in this matter. Richard O. Weed will keep Client apprised of
all material developments in this matter, and, in the case of litigation or
administrative proceedings, will provide sufficient notice to enable a
representative to attend meetings, conferences, hearings and other proceedings.
A copy of all correspondence in the course of Richard O. Weed's services will be
forwarded to Client.
There may be times when Richard O. Weed will need to obtain information
from Client. All requests for access to documents, employees, or other
information shall be granted without unreasonable delay. At the conclusion of
this matter, all documents obtained shall be returned upon request.
- 28 -
<PAGE>
Termination
Client shall have the right to terminate Richard O. Weed's engagement
by written notice at any time. Richard O. Weed has the same right to terminate
this engagement, subject to an obligation to give Client reasonable notice to
permit it to obtain alternative representation or services and subject to
applicable ethical provisions. Richard O. Weed will be expected to provide
reasonable assistance in effecting a transfer of responsibilities to the new
firm.
Dated: January 14, 1998
Client
Yes Clothing Co.
By: /s/ Guy Anthome
-----------------------------
Name: Guy Anthome
Title: CEO and Director
Archer & Weed
By: /s/ Richard O. Weed
-----------------------------
Name: Richard O. Weed
Title: Special Project Counsel
- 29 -
<PAGE>
EXHIBIT 24.1
CONSENT OF RICHARD O. WEED TO USE OF OPINION
Archer & Weed
Special Project Counsel
4695 MacArthur Court, Suite 530
Newport Beach, California 92660
Telephone (714) 475-9086 Facsimile (714) 475-9087
Mr. Guy Anthome
Yes Clothing Co.
4695 MacArthur Court, Suite 530
Newport Beach, California 92660
RE: Consent to Use of Opinion
Dear Mr. Anthome:
I hereby consent to the use of my legal opinion as an exhibit to the
Form S-8 registration statement being filed by Yes Clothing Co.
Sincerely yours,
/s/ Richard O. Weed
---------------------------------------
Richard O. Weed
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<PAGE>
EXHIBIT 24.2
CONSENT OF GROBSTEIN, HORWATH & COMPANY LLP
The Company has a balance due and owing to its auditors, Grobstein, Horwath
& Company LLP. As a result, the Company's auditors are withholding their
consent. At this time there are no disagreements between the Company and
its auditors other than the balance due and owing regarding accounting and
disclosure issues, audit scope, or procedure with respect to its financial
statements for its fiscal years ending March 31, 1997 and 1996. The reports
of the auditors with respect to the past two years contained no adverse
opinion or disclaimer of opinion nor was either qualified or modified as to
uncertainty, audit scope, or accounting principles except that the opinion
with respect to the 1997 fiscal year was qualified as to the ability of the
Company to continue as a going concern due to its recurring net losses and
negative cash flows from operating activities.
- 31 -
