EXHIBIT 4
Retainer Agreement
with
Horwitz & Beam
EXHIBIT 4
Law Offices Of
HORWITZ & BEAM
Two Venture Plaza
Suite 380
Irvine, California 92618
(714) 453-0300
(310) 842-8574
FAX: (714) 453-9416
Lawrence W. Horwitz, Esq.
Gregory B. Beam, Esq.
Lawrence R. Bujold, Esq.
Lawrence M. Cron, Esq.
Lynne Bolduc, Esq.
Thomas B. Griffen, Esq.
John J. Isaza, Esq.
Malea M. Farsai, Esq.
March 3, 1997
Mr. Gregory J. Martin
ICE Holdings, Inc.
7203 Earldom Avenue
Playa Del Ray, CA 90293
Re: Legal Representation
--------------------
Dear Mr. Martin:
This is to confirm our understanding whereby you have engaged this firm to
represent you with respect to the proposed research and drafting of a legal
opinion regarding any potential outstanding or contingent liabilities
(hereinafter referred to as the "Matter"). This agreement only pertains to our
representation in connection with the Matter. 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.
Horwitz & Beam
Mr. Gregory J. Martin
April 21, 1997
Page 9
4. We will undertake the representation in connection with the matter in
accordance with the following terms:
(a) A flat fee of 5,000 shares of Common Stock of ICE Holdings, Inc.
(the "Shares"). Upon issuance, the Shares shall be registered pursuant to an S-
8 registration statement as free trading shares. This amount shall include all
attorney's fees and costs contained in our bill for the Matter.
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 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.
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. The other costs will
be billed to you or, in the case of certain expenses such as 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. With respect to any new matters, hourly fees do not include incidental
costs and expenses such as copying charges, long distance telephone charges,
messenger charges, and fac simile charges. These costs will be billed to you
on a monthly basis. You agree to pay all expenses advanced by the firm and to
provide expenses in advance to the extent requested by the firm.
7. 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 engage 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.
8. 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.
9. You are advised that the Firm maintains errors and omissions insurance
coverage applicable to the services to be rendered.
10. 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.
Horwitz & Beam
Mr. Gregory J. Martin
April 21, 1997
Page 10
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.
Very truly yours,
HORWITZ & BEAM
/s/ LAWRENCE W. HORWITZ
---------------------------
Lawrence W. Horwitz
The undersigned hereby confirms and agrees that this letter, executed and
effective this 21st day of April, 1997, sets forth my understanding and
agreement.
ICE HOLDINGS, INC.
/s/ GREGORY J. MARTIN
- ----------------------------------
By: Gregory J. Martin
Its: Chief Financial Officer