Exhibit 10.7
MICHAEL L. CORRIGAN
ATTORNEY AT LAW
City National Bank Building
4275 Executive Square
Suite 215
La Jolla, CA 92037
TELEPHONE (858) 362-1440 FACSIMILE (858) 362-1441
January 2, 2005
Padova International USA, Inc.
1284 Puerta Del Sol, Suite 150
San Clemente, California 92673
Attn: Donald Dallape, Executive Vice President
Re: Respective Responsibilities and Fees
Dear Don:
Please pardon the formality of this letter but it is intended to set out
the details of our relationship as required by Business and Professions Code
section 6148 and is intended to fulfill the requirements of that section. If
this letter accurately describes the services we are to perform for you and the
fee that you will pay for that service, please countersign one of the duplicate
originals of the letter and return it to me.
LEGAL SERVICES AGREEMENT
1. IDENTIFICATION OF PARTIES. This agreement, executed in duplicate with
each party receiving an executed original, is made between the Law Offices of
Michael L. Corrigan hereafter referred to as "Law Firm," and Padova
International USA, Inc., a California corporation, hereafter referred to as
"Client."
2. LEGAL SERVICES TO BE PROVIDED. The legal services to be provided by Law
Firm to Client are as follows: representation of Client in forming a California
corporation. This includes analysis and consultation to determine the structure
of the corporation, including the appropriateness of an IRS S election or IRC
1244 election, preparation of articles of incorporation, preparation of bylaws
and minutes of the first meeting, preparation and filing of documents necessary
to comply with any applicable federal or state securities regulations, and
obtaining share certificates and a corporate seal. It does not include obtaining
business licenses, permits, bonds, insurance, a federal Employer Identification
Number, reviewing proposed leases, employment agreements, or sales agreements,
or drafting shareholder buy-sell agreements.
If Client wishes Law Firm to provide any legal services not mentioned in
this agreement, a separate written agreement between Law Firm and Client will be
required.
3. RESPONSIBILITIES OF LAW FIRM AND CLIENTS. Law Firm will perform the
legal services called for under this agreement, keep Client informed of progress
and developments, and respond promptly to Client's inquiries and communications.
Client will be truthful and cooperative with Law Firm, keep Law Firm reasonably
informed of developments and of Client's address, telephone numbers, and
whereabouts and timely make any payments required by this agreement.
4. ATTORNEY FEES. Client will pay Law Firm its fees for the legal services
provided under this agreement at the respective hourly rates of the individuals
providing the services. The rates fall within the following ranges:
$250.00 to $350.00 per hour for partners,
$ 50.00 to $ 100.00 per hour for law clerks, and
$150.00 to $225.00 per hour for paralegals.
Law Firm will charge in increments of one-tenth of an hour, rounded off
for each particular activity to the nearest one-tenth of an hour. The minimum
time charged for any particular activity will be one-tenth of an hour.
Law Firm will charge for all activities undertaken in providing legal
services to Client under this agreement, including, but not limited to, the
following: conferences, including preparation and participation; correspondence
and legal documents (review and preparation); legal research; and telephone
conversations. When two or more of Law Firm's personnel are engaged in working
on the matter at the same time, such as in conferences between them, the time of
each will be charged.
If, while this agreement is in effect, Law Firm increases the hourly rates
being charged to clients generally for attorney fees, that increase may be
applied to fees incurred under this agreement, but only with respect to services
provided 30 days or more after written notice of the increase is mailed to
Client. If Client chooses not to consent to the increased rates, Client may
terminate Law Firm's services under this agreement by written notice effective
when received by Law Firm.
Client acknowledges that Law Firm has made no promises about the total
amount of attorney fees to be incurred by Client under this agreement.
5. DEPOSIT FOR FEES AND COSTS. Client will pay to Law Firm an initial
deposit of Two Thousand Five Hundred Dollars ($2,500.00) and One Hundred
Thousand (100,000) shares of the Client's common stock, to be received by Law
Firm on or before January 29, 2005 and to be applied against attorney fees
incurred by Client. This dollar amount will be deposited by the Law Firm in a
client trust account. Client authorizes Law Firm to withdraw the principal from
the trust account to pay attorney fees and costs as they are incurred by Client.
If, at the termination of services under this agreement, the total amount
incurred by Client for attorney fees is less than the amount of the initial
deposit, the difference, to a maximum of the refundable portion of the deposit,
will be refunded to Client.
Whenever the full amount of any deposit has been applied to attorney fees
or costs incurred by Client, Law Firm may, at its option, request client to pay
to Law Firm an additional deposit in the same amount as the initial one of
$2,500.00. Deposit of such additional amounts will be made in the same manner as
the initial deposit.
6. STATEMENTS AND PAYMENTS. Law Firm will send Client monthly statements
indication attorney fees and costs incurred and their basis, any amounts applied
from deposits, and any current balance owed. If no attorney fees or costs are
incurred for a particular month, or if they are minimal, the statement may be
held and combined with that for the following month. Any balance will be paid in
full within 30 days after the statement is mailed. Any balance remaining unpaid
after 30 days will bear interest at the rate of 18 percent per annum, but in no
event higher than the maximum interest permitted by law.
7. ARBITRATION. If a dispute arises between Law Firm and Client regarding
attorney fees as set out in this letter and Law Firm files suit in any court
other than small claims court, Client will have the right to stay that suit by
timely electing to arbitrate the dispute under Business and Professions Code
sections 6200-6206, in which event Law Firm must submit the matter to such
arbitration.
Sincerely,
Michael L. Corrigan
The foregoing is agreed to by:
Client:
Padova International USA, Inc.
By:
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Donald Dallape, its President