wyds8100908ex10-2.htm


    
      

      

    

    
      EXHIBIT
10.2

      


      ATTORNEY-CLIENT
HOURLY FEE AGREEMENT, DATED FEBRUARY 23, 2008

      AND
AMENDMENT TO ATTORNEY-CLIENT HOURLY FEE AGREEMENT,

      DATED
OCTOBER 1, 2008

       

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        



        
          	 
      	
                  SHAUB
      & WILLIAMS LLP

                	 
      
	 
      	 
      	 
      
	
                  DAVID
      R. SHAUB

                	
                  ATTORNEYS
      AT LAW

                	
                  OF
      COUNSEL

                
	
                  LESLIE
      G. WILLIAMS

                	 
      	
                  EDWARD
      EVERETT VAILL

                
	
                  LISBETH
      BOSSHART

                	
                  1212
      WILSHIRE BOULEVARD, SUITE 205

                	
                  DONALD
      G. DAVIS

                
	 
      	 
      	
                  JOHN
      A. SHELLEY

                
	
                  KIM
      M. TOMMASELLI

                	
                  LOS
      ANGELES CALIFORNIA, 90025

                	
                  ALICE
      A. SUN

                
	
                  YASMIN
      MANG

                	
                  ____________

                	
                  JENNIFER
      M. McCALLUM

                
	 
      	 
      	 
      
	 
      	
                  TELEPHONE:  (310)
      826-6678

                	 
      
	 
      	
                  FACSIMILE:  (310)
      826-8042

                	 
      
	 
      	
                  E-MAIL:  LAWFIRM@SW-LAW.COM

                	 
      
	 
      	 
      	 
      


        

        


        


        ATTORNEY
- CLIENT HOURLY FEE
AGREEMENT

        


        This is
the written fee agreement (“Agement”) that California law or tiJ.y requires an attorney to
have with a client. Shaub & Williai LLP (“Attorney”) will provide legal
services to the undersigned client(s) Who’s Your Daddy, Inc, Nevada
Corporation, (”Client”) on the terms set forth below. The firm is a limited
liability partnership (LLP), registered with the California Secretary of State
and the State Bar of California. The partners and other professionals of an LLP
are responsible for their own tortious conduct but not for the misconduct of
others. The assets of an LLP, including amounts payable to clients under any
policies of insurance covering errors and omissions of professionals of the
firm, are available to satisfy claims against the LLP.

        


        1.           CONDITIONS. This Agreement will not take
effect, and Attorney will have no obligation to provide legal services until
Client returns this Agreement signed by Client and Client pays the initial
retainer called for under Article 7 below.

        


        2.           SCOPE OF SERVICES. Client hires Attorney to
provide legal services in the following matter: Sacks
Motor Sports, Inc. v. Who ‘s Your Daddy, Inc. Arbitral Award
Ruling and all
matters incidental thereto. If Client requests that Attorney provide legal
services in other matters, the provision of those services also will be governed
by this Agreement.

        


        3.           AUTHORIZATION BY
CLIENT. Attorney is
authorized by Client to perform any service for and on Client’s behalf to do all
things which Attorney considers necessary, appropriate or advisable to resolve
or complete the matters for which Client has requested Attorney’s
services.

        


        4.           FEES. Client hereby agrees to pay Attorney’s
fees which are based upon the time expended and required to represent Client in
the above-described matters; without limiting the foregoing, Attorney will
charge Client for the time Attorney spends on telephone calls relating to
Client’s matter, including but not limited to calls with Client, witnesses,
experts, consultants, investigators and other persons hired for the matter as
well as any co-counsel, opposing counsel and court and administrative agency
personnel; the legal personnel assigned to Client’s matters will confer among
themselves about the matters as required; when they do confer, each person will
charge for the time expended; likewise, if more than one of Attorney’s legal
personnel attends a meeting, hearing or other proceeding, each will charge for
the time spent; Attorney will charge for waiting time in court and elsewhere and
for travel time both local and out of town. Attorney may pay a referral fee to an attorney who
referred this matter. The referral fee will not increase the fees charged to
Client. Client consents to this referral fee.

        


        Time is charged in minimum units of
1/10th (0.1)
of an hour.

         

        


        ASSOCIATED
WITH LAW OFFICES OF JOHN E. WAGNER

        INTELLECTUAL
PROPERTY LAWYERS – GLENDALE, CALIFORNIA

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        5.           BILLING
RATES. Attorney’s
current billing rates are as follows:

        


        Partners/Of
Counsel US $285 - 350 per
hour

        Associates
US $175 - 275 per
hour

        Clerks/Paralegals
US $ 60 - 80 per
hour

        


        6.           INCREASES IN FEES. Attorney
may from time to time find it necessary to increase its hourly billing rates.
Attorney will notify Client at least one month in advance of any such increases.
Client should feel free to discuss with Attorney any questions Client may have
prior to the effective date of the change or increase. All changes or increases
to which Client has no objection, or are paid by Client, will be deemed to be
accepted and become part of this Agreement. If Client objects or declines to pay
any increased rates, Attorney will have the right to withdraw as Attorney for
the Client and terminate this Agreement.

        


        7.           RETAINERFAND REPLENISHING
DEPOSIT. Client
agrees to pay Attorney an initial fees retainer of $5,000 and $7,500 free
trading shares. Attorney reserves the right to require, and anticipate the need
for, deposits or advances for fees, costs and expenses as they are or will be
incurred or paid. If additional retainers, deposits or advances are necessary,
Attorney will contact Client and request payments in accordance with this
Agreement. Client agrees to make all such payments in accordance with Attorney’s
requests. The initial payment, and future payments made under this Article
[which could be more or less than the initial amount(s)], will each be a deposit
or advance on account of costs and expenses as and when they are incurred by
Attorney or billed to Client, and on account of attorney’s fees billed to
Client. Client authorizes Attorney to draw against any retainer, deposit or
advance accordingly, and, without limiting the foregoing, to pay any costs or
expenses incurred and any fees due. Notwithstanding the payment of any retainer
now or hereafter made by Client, Client agrees to pay Attorney’s billing
statements in full in accordance with the terms of this Agreement so that all
retainers, advances or deposits are replenished from time to time. Any balance
of any retainer, advance or deposit after Attorney’s final billing will be
refunded or paid to Client. Client acknowledges that all retainers, advances or
deposits are not estimates of fees or costs but merely advances, payments or
deposits for security.

        


        8.           EXPENSES. Attorney will incur various
costs and expenses in performing legal services under this Agreement. Client
agrees to pay for all such costs and expenses. Costs and expenses commonly
incurred include government charges, filing fees, lodgment fees and like
expenses; attorney and corporate services fees and expenses; long distance
telephone calls; cellular telephone calls; overnight delivery services;
messenger and other delivery fees; extraordinary postage; parking and other
local travel expenses; bank fees and charges relating to wire, telegraphic or
similar transfers of funds, as well as dishonored checks; fees costs and
expenses of experts, consultants, investigators, searchers, and other
professionals which Attorney retains or associates in connection with the
representation; mediators, arbitrators, referees, and special masters’ fees and
expenses and other similar items; out-of-town travel, mileage, meals and
accommodations; on-line charges, including but not limited to Westlaw, Lexis and
the Internet; photocopying and other reproduction costs; fax charges; clerical
staff secretarial overtime; charges for outside word processing and other
similar items. In the case of litigation, Client also agrees to pay for all
court costs, including filing fees; jury fees; court and deposition reporters’
fees and expenses; notary fees; depositions; translations; certifications;
process servers; attorney services; transcripts; video deposition, editing and
play back costs; witness fees; demonstrative evidence and miscellaneous case
costs. In litigation matters where the place of deposition, hearing, trial,
production or inspection is more than 50 miles from Attorney’s office, Attorney
may retain local co-counsel to handle any emergency or routine matters in the
interests of efficiency. Client agrees to pay all such costs, disbursements and
expenses in addition to hourly fees. Attorney may request that Client make any
payments of more than $100 directlyto the providers of goods and/or services,
and Client agrees to do so upon such request. Any damages, attorney’s fees,
costs, sanctions or other monies that Client is ordered to pay to other parties
by a court or arbitrator(s) will be Client’s entire responsibility.

         

        


        - 2
-

        


        ASSOCIATED
WITH LAW OFFICES OF JOHN E. WAGNER

        INTELLECTUAL
PROPERTY LAWYERS – GLENDALE, CALIFORNIA

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        9.           BILLING STATEMENTS. Attorney
will send Client monthly statements which normally are rendered prior to the
15th day of each month. Billing statements are due and payable on receipt.
Client agrees to contact Attorney no later than forty-five days from the date of
the bill with any question or objections to the bill. Any questions or
objections not made by Client to Attorney in writing within that period will be
deemed waived. Unless otherwise stated on Attorney’s billing statements, all
billings will be in United States currency and payable in United States currency
drawn on a U.S. bank. Attorney reserves the right to charge interest at the rate
of 1-1/2% per month on the unpaid balance of any fees, costs, expenses and other
amounts that remain outstanding and past due for a period in excess of 30 days
whether or not this Agreement has been tenriinated. Where a requested retainer,
deposit, advance, or payment for fees, costs or expenses is not paid in
accordance with such request or any bill is outstanding and past due for a
period in excess of 30 days, Attorney reserves the right to stop some or all
work upon Attorney notifying Client accordingly. Should part only of a billing
statement be in dispute or controversy, Client agrees to pay the undisputed
amount(s) in accordance with this Agreement and to settle or resolve the
disputed part pursuant to Article 14 of this Agreement.

        


        10.           LIEN. Client hereby grants
Attorney a lien on any and all of Client’s claims or causes of action that are
the subject of any representation under this Agreement, and on any monies
arising out of Client’s claims or causes of action, and on funds collected in
any way from any source for any sums due and owing to Attorney at the conclusion
of services performed. The lien will attach to any recovery Client may obtain,
whether by arbitration award, judgment, settlement or otherwise. Attorney is
authorized and may deposit to its client trust account any monies, checks,
transfers or drafts received in payment on Client’s claims and may deduct
outstanding fees, costs and expenses from any such monies received on Client’s
behalf

        


        11.           CLIENT’S RIGHTS AND
OBLIGATIONS. (a) Client
agrees to furnish Attorney with any and all information and documents in
Client’s possession, custody or control relating to the matters for which
Attorney’s services are requested, to be truthful with Attorney, to fully
cooperate with Attorney, to keep Attorney informed of developments, to abide by
this Agreement, to pay all bills on time, to keep Attorney advised of Client’s
address, telephone number and whereabouts, and further grants Attorney Client’s
Power of Attorney to sign
where appropriate any documents connected with matters for which Attorney
represents Client. (b) Client expressly acknowledges that Attorney, Attorney’s
agents and employees have made no promises, guarantees or representations as to
any results arising from or in connection with the matters on which Attorney
represents Client. Attorney makes no such promises, guarantees or
representations. Any comments Attorney makes about the outcome of the matter(s)
are expressions of opinion only based on actual information in Attorney’s
possession at the time. (c) Client also acknowledges that any fees or costs
estimates given to Client before or during the term of this Agreement are or
will be Attorney’s best estimates at the time given and based on actual
information in Attorney’s possession at the time. Accordingly, the final amount
of Attorney’s billing statements could be more, sometimes substantially, or
could be less than any such estimates. In litigation matters it is almost
impossible to accurately predict projected fees and costs due to the many
imponderables of litigation, including but not limited to factors beyond
Attorney’s control. Similarly, in intellectual property matters, it is difficult
to predict projected fees and costs for the prosecution of applications due to
responses from government agencies or third parties. In transactional matters,
it is difficult to predict the conduct of other parties to the transaction or
proposed transaction or the conduct of their attorneys. Matters over which
Attorney has no control can substantially increase fees, costs and
expenses.

        


        - 3
-

        


        ASSOCIATED
WITH LAW OFFICES OF JOHN E. WAGNER

        INTELLECTUAL
PROPERTY LAWYERS – GLENDALE, CALIFORNIA

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        12.           INSURANCE. Client is advised
with respect to all matters that Client may have insurance coverage to pay
Client’s attorney’s fees, costs and expenses. Client specifically is advised to
confer with, and take advice from, Attorney about insurance coverage for all
such matters. Subject to Attorney’s advice thereon, Client is advised to give
notice, file claim and tender the defense of any action in which Client is a
defendant, cross-defendant, counterdefendant or third party defendant promptly
to any and all insurance carriers with which Client has, or had, applicable
policies, whether Client believes the matters are covered by such policies or
not. Any such notice, claim or tender of Client’s matters should be given
promptly to the insurance carrier(s). Insurance carriers generally will not pay
any pre- tender attorney’s fees or costs. It is understood, however, that if the
insurance carrier refuses or fails to pay or reimburse Attorney for any reason,
Client shall remain responsible for paying all Attorney’s billing statements as
they are rendered upon the billing and payment terms set forth in this
Agreement. Should the insurance carrier pay only a portion of Attorney’s fees,
costs and expenses, Client shall be responsible for the balance.

        


        13.           TERMINATION.

        


        (a)
Client is entitled to terminate this Agreement and discharge Attorney at any
time.

        


        (b)
Attorney also may terminate this Agreement and withdraw from the representation
upon reasonable written notice to Client.

        


        (c)
Without limiting the foregoing, Attorney may terminate this Agreement where
Client breaches this Agreement or refuses or fails to follow Attorney’s advice
on a material matter or when and wherever Attorney’s continuing representation
of Client would in Attorney’s opinion be unlawful, unethical or
impractical.

        


        (d) In
the event of any termination of this Agreement, Attorney will not be obligated
to provide any further services or advance further costs on Client’s behalf. All
unpaid charges will become immediately due and payable. Attorney is authorized
to use and pay any funds held in Attorney’s trust account as a deposit against
fees and/or costs to apply to such unpaid charges. Client will reman obligated
to substitute Attorney out of any litigation in which Attorney represents Client
and to pay any unpaid or unreimbursed costs, expenses, fees, and interest owing
to Attorney or to be billed by Attorney for services rendered and costs incurred
through the date of termination. All such charges that remain unpaid,
outstanding and past due for a period in excess of 30 days will be subject to
interest on the outstanding balance at the rate of 1-1/2% per month. Conversely,
except as otherwise herein provided, any balance of any retainer or any other
monies paid to Attorney by Client and remaining upon termination after payment
of such fees, costs, expenses and any interest thereon shall be refunded or paid
to Client as soon as practicable.

        


        (e) On
termination of this Agreement, Attorney will provide Client with, upon Client’s
request, Client’s original documents and things and copies of Client’s active
files. Client agrees to pay Attorney for the cost of such copying or Client may
have a copy service copy Client’s files.

        


        - 4
-

        


        ASSOCIATED
WITH LAW OFFICES OF JOHN E. WAGNER

        INTELLECTUAL
PROPERTY LAWYERS – GLENDALE, CALIFORNIA


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        14.           ARBITRATION OF
DISPUTES. Although
Attorney anticipates a long and satisfactory relationship with Client, sometimes
disputes or controversies can arise. Client and Attorney agree that arbitration,
rather than litigation before the courts, is the preferred method of dispute
resolution. Client and Attorney agree that any and all claims, counterclaims,
disputes or controversies in law or equity, or pursuant to statute, rule or
legislation, whether in contract or tort, arising from or in connection with
this Agreement and without limiting the foregoing in regard to the services
rendered, including breach of contract, negligence or legal malpractice, or
Attorney’s fees, costs or expenses, or any other matter involving this
Agreement, its meaning, interpretation, application, performance hereunder or
otherwise, shall be finally settled or resolved by neutral binding arbitration,
and not court action, except as provided by law. Subject to applicable law, and
to the extent consistent therewith, the parties hereto agree that all
arbitration proceedings under this Agreement shall be held in Los Angeles,
California; all arbitration proceedings under this Agreement shall be
administered by the American Arbitration Association, and conducted in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association before one arbitrator selected in accordance with those rules,
except that any claim, counterclaim, dispute or controversy involving negligence
or legal malpractice where the claim, counterclaim, amount(s) in dispute or
controversy is in excess of $200,000 (excluding interest and costs) shall be so
settled or resolved before a panel of three arbitrators; all arbitrators
selected in accordance with this Agreement shall be neutral and selected without
regard to nationality; the sole arbitrator, and the presiding arbitrator in a
panel of three arbitrators, shall be a practicing California attorney or retired
California or U.S. federal judge; the arbitrability of any and all claims,
counterclaims, disputes or controversies hereunder shall be decided by the
arbitrator(s); the arbitrator(s) shall render an award in accordance with
substantive California law not later than 30 days after the conclusion of the
arbitration proceedings; all proceedings shall be in the English language; any
costs to be awarded by the arbitrator(s) shall not include attorney’s fees.
Nothing in the foregoing Article 14 of this Agreement affects or shall affect
the California mandatory arbitration rules pursuant to the provisions of
Business & Professions Code Section 6200, et seq., with respect to fee
disputes where Client has not waived those provisions.

        


        AS
A RESULT, CLIENT RECOGNIZES THAT THIS AGREEMENT CONSTITUTES CLIENT’S WAIVER OF
ANY PROCEEDINGS BEFORE THE COURTS, INCLUDING, WITHOUT LIMITATION, A JURY TRIAL
AND THE RIGHT TO APPEAL FROM THE DECISION OF THE ARBITRATOR(S).

        


        A
judgment upon the award rendered by the arbitrator(s) and any judgment, order or
award in arbitration may be entered in any court having jurisdiction thereof
whether foreign or domestic.

        


        Without
prejudice to any other method of service, any petition, motion or other process
for, in aid of, in
connection with, arbitration under this Agreement, or arbitration award, or
enforcement of this Agreement, arbitration proceedings or award, and notice of
the date, time and place of hearing thereof may be served by first class mail if
service is within the United States, or regular air mail if service is to or
from the United States, to the last known address of the party to be served. If
served in such manner, personal service shall be deemed effected on the fifth
day after mailing by first class mail or the tenth day after mailing by regular
air mail, as the case may be.

        


        Client is
advised that Client hereby is voluntarily giving up judicial rights to discovery
and important constitutional rights to trial by judge or jury, as well as rights to
appeal. Client is advised that Client has the right to have independent counsel
review this arbitration provision and this entire Agreement prior to signing
this agreement.

        


        This
Article 14 of this Agreement shall survive any termination of this
Agreement.

        


        15.           GENERAL
PROVISIONS.

        


        (a)           Malpractice Insurance.
Attorney maintains malpractice insurance in excess of the amount required by the
State of California.

        


        (b)           Governing Law. This Agreement
shall be governed by the laws of the State of California without regard to its
conflicts of laws rules,
and shall be deemed to have been entered into inCalifornia,
U.S.A.

        


        (c)           Effective Date. This Agreement
will enter into force when Attorney and Client have signed this Agreement and
the Client has paid any retainer above mentioned, but its effective date will be
retroactive to the date Attorney first performed services. Even if this
Agreement does not take effect, Client will be obligated to pay Attorney the
reasonable value of any services Attorney may have performed for
Client.

        


        - 5
-

        


        ASSOCIATED
WITH LAW OFFICES OF JOHN E. WAGNER

        INTELLECTUAL
PROPERTY LAWYERS – GLENDALE, CALIFORNIA

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        (d)           Entire
Agreement. This
Agreement contains the entire Agreement of the parties. No other agreement,
statement or promise made on or before the effective date of this Agreement will
be binding on the parties.

        


        (e)           Severability In
Event Of Partial Invalidity. If any provision of this
Agreement is held in whole or in part to be invalid or unenforceable for any
reason, the remainder of that provision and of the entire Agreement will be
severable and remain in effect.

        


        (f)           Modification by
Subsequent Agreement.
This Agreement may be modified by subsequent agreement of the parties
only by an instrument in writing signed by each of them or an oral agreement
only to the extent that the parties carry it out.

        


        (g)           Covenant for Further
Assurances. The parties hereto, and each of
them ,

        Agree to
do all such acts, and execute whatever further or other documents in addition to
this Agreement, as are necessary or appropriate to give effect to this
Agreement.

        


        (h)           Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original but which
together shall constitute one and the same agreement.

        


        (i)           Authority To
Sign. The
undersigned person acknowledges that he/she has authority to execute this
Agreement.

        


        (j)           Interpretation. In this Agreement, singular
shall include plural and vice versa. A reference to one gender shall include a
reference to all other genders. (k) Duplicate Copy. Client hereby
acknowledges receipt, at the time this Agreement is entered into, of a duplicate
copy hereof signed by both Attorney and Client. Client acknowledges that the
original and duplicate copy hereof was signed by Attorney upon receipt by Client
and that Client has signed both the original and duplicate copy hereof. The
duplicate copy is for Client to keep.

        


        THE
PARTIES HAVE READ AND
UNDERSTOOD THE FOREGOING TERMS AND WAIVERS AND AGREE TO
THEM AS OF THE DATE ATTORNEY FIRST PROVIDED SERVICES. IF MORE THAN ONE CLIENT
SIGNS BELOW, EACH AGREES TO BE LIABLE JOINTLY AND SEVERALLY FOR ALL OBLIGATIONS
UNDER THIS AGREEMENT.

        


        BY
SIGNING THIS AGREEMENT CLIENT IS AGREEING TO HAVE ANY ISSUE OF NEGLIGENCE OR
LEGAL MALPRACTICE, OR FEES, COSTS AND EXPENSES, DECIDED BY BINDING NEUTRAL
ARBITRATION AND CLIENT IS GIVING UP ALL RIGHTS TO A JURY OR COURT TRIAL OF ANY
AND ALL SUCH ISSUES IN ACCORDANCE WITH ARTICLE 14 OF THIS AGREEMENT. CLIENT ALSO
ACKNOWLEDGES AND UNDERSTANDS THAT THE AWARD OF THE ARBITRATOR(S) IS SUBJECT ONLY
TO LIMITED REVIEW BY A COURT AND THAT A COURT MAY BE UNABLE TO ALTER OR OVERTURN
THE AWARD EVEN IF IT IS INCORRECT LEGALLY OR FACTUALLY. THESE ASPECTS OF
ARBITRATION APPLY TO ATTORNEY AS THEY DO TO CLIENT. CLIENT’S AGREEMENT TO
ARBITRATION IS VOLUNTARY. IF ATTORNEY OR CLIENT SHOULD REFUSE TO SUBMIT TO
ARBITRATION, EITHER MAY BE COMPELLED TO ARBITRATE UNDER APPLICABLE CALIFORNIA OR
FEDERAL LAW.

        


        - 6
-

        


        ASSOCIATED
WITH LAW OFFICES OF JOHN E. WAGNER

        INTELLECTUAL
PROPERTY LAWYERS – GLENDALE, CALIFORNIA

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        


        
          	
                  DATED:  2/23/2007

                	
                  WHO’S
      YOUR DADDY, INC.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      Edon
      Moya                             
      

                
	 
      	 
      	
                  Edon
      Moya

                
	 
      	 
      	
                  CEO
      of Who’s Your Daddy, Inc.

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  DATED:  2/23/2007

                	
                  SHAUB
      & WILLIAMS LP

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/
      David R.
      Shaub                      
      

                
	 
      	 
      	
                  David
      R. Shaub

                
	 
      	 
      	
                  Partner
      of Shaub & Williams LLP

                


        

        


        


        


        


        - 7
-

        


        ASSOCIATED
WITH LAW OFFICES OF JOHN E. WAGNER

        INTELLECTUAL
PROPERTY LAWYERS – GLENDALE, CALIFORNIA

        
          
             


          

          
             


            
              

            

          

          
             


          

        



      
 

      October
1, 2008

      


      Michael
R. Dunn, CEO

      Who’s
Your Daddy, Inc.

      5840 El
Camino Real, Suite 108

      Carlsbad,
CA  92008

      


      Re:  Amendment to Attorney
– Client Hourly Fee Agreement

      


      Dear Mr.
Dunn:

      


      INTRODUCTION

      


      On
February 23, 2007, Who’s Your Daddy, Inc. (the “Company”) entered into an
Attorney – Client Hourly Fee Agreement (the “Agreement”) with Shaub &
Williams (the “Law Firm”) pursuant to which the Law Firm agreed to provide legal
services to the Company commencing as of the date of the Agreement.

      


      COMPENSATION

      


      It is our
understanding that the Company wishes to pay for some of the services rendered
under the Agreement with shares of the Company’s common stock with registration
rights on Form S-8.  Therefore, this Amendment shall amend our
Agreement to provide for the registration on Form S-8 of shares of common stock
of the Company issuable to David R. Shaub, a principal of the Law Firm, as
payment to the Law Firm under the same terms as contained in the
Agreement.

      


      In
connection with the Agreement, the Company has agreed to register on Form S-8
250,000 shares of common stock of the Company issued to David R. Shaub over the
term of the Agreement and which are not being administered by either the Board
of Directors of the Company or any committee of the Board of Directors organized
for that purpose.  The Company agrees to compensate the Law Firm for
services rendered pursuant to the Agreement in accordance with the following
terms:

      


      The
hourly billing rates described in section 5 of the Agreement t payable in the
form of shares of common stock at $0.10 per share, up to a maximum of 250,000
shares with Form S-8 registration rights (“Compensation Shares”).  All
Compensation Shares shall have no lock-up period and the Law Firm shall have the
right to trade such Compensation Shares on the public securities markets upon
the earlier to occur of: (i) the effectiveness of the Registration Statement on
Form S-8; or (ii) the expiration of the holding period required by Rule 144 of
the Securities Act of 1933.

      


      The Law
Firm expressly acknowledges that the sale of any shares of Company common stock
must be made in compliance with all federal and state securities
laws.

      


      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      ETHICAL
CONSIDERATIONS

      


      Rule
3-300 of the California Rules of Professional Conduct applies to situations,
like the one at hand, in which an attorney acquires an ownership interest in a
client.  The rule requires that the terms of the transaction be fair
and reasonable to the client, be fully disclosed and transmitted in writing to
the client, and be understood by the client.  It also requires that
the client be advised that it may seek the advice of an independent lawyer of
the client’s choice and be given a reasonable opportunity to seek that
advice.  Finally, it requires that the client consent to the
transaction in writing.  Rule 3-300 of the California Rules of
Professional Conduct is attached to this Amendment as Appendix A.

      


      One of
the purposes of this Amendment, therefore, is to comply with the requirements of
Rule 3-300.  Accordingly, before signing this Amendment, please review
it carefully to make sure you fully understand its terms and are confident that
those terms are fair and reasonable.  We suggest that the Company
consult with independent counsel to assist the Company in determining whether to
accept the terms of the purchase of the securities.  The Company
hereby acknowledges that it has been afforded a reasonable opportunity to
consult with independent counsel regarding this transaction.

      


      David R.
Shaub, a partner of the Law Firm, will be acquiring shares of the Company’s
common stock (the “Shares”).  By its execution below, the Company
hereby acknowledges the foregoing economic interests and confirms its consent to
acquisition of the Shares by David R. Shaub.

      


      As we
have previously advised you, the ownership interests in the Company to be held
by David R. Shaub create certain potential conflicts of
interest.  Specifically, our interests as shareholders of the Company
might be perceived as affecting our ability to give impartial, disinterested
legal advice.  For example, our advice regarding a given matter might
be perceived as being colored by our determination of the likely upside to
equity and attendant risks.  While we would not accept ownership
interests in the Company if we felt that, by doing so, we could not continue to
adequately represent the Company’s interests, it is possible that our economic
interest in the Company will leave you uncomfortable with our representation,
possibly at an inopportune time.  Moreover, we may reach the
conclusion that the existence of our economic interest makes it inappropriate to
advise the Company with respect to issues that might arise, thus requiring it to
retain different counsel, possibly at an inopportune moment, to advise it on
such matters.  So that we may continue to represent you, we are also
asking the Company by your signature below to waive any conflict that has arisen
in the past or that might arise hereafter by virtue of the status of David R.
Shaub as the holder of the Shares.

      


      [SIGNATURE
PAGE ON NEXT PAGE]

      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      If, after
careful consideration, you determine that this letter accurately reflects your
understanding of our agreement, please acknowledge your approval and acceptance
of these terms by signing and returning the enclosed copy of this
letter.

      


      Very
truly yours,

      


      SHAUB
& WILLIAMS LLP

      


      


      By:          /s/ David R.
Shaub___________

      David R. Shaub

      Partner of Shaub & Williams
LLP

      


      THE
UNDERSIGNED HEREBY AGREES THAT THE TERMS AND CONDITIONS SET FORTH IN THIS LETTER
SHALL APPLY AS PROVIDED HEREIN TO THE PURCHASE, HOLDING AND DISPOSITION OF THE
SHARES BY DAVID R. SHAUB, CONSENTS TO THE ACQUISITION OF THE SHARES, AND WAIVES
ANY CONFLICT OF INTEREST THAT HAS ARISEN IN THE PAST OR THAT MIGHT ARISE
HEREAFTER BY VIRTUE OF THE REPRESENTATION OF THE COMPANY BY THE LAW FIRM WHILE
THE LAW FIRM OR ITS PARTNERS HOLD ANY OWNERSHIP INTEREST IN THE
COMPANY.

      


      BY
SIGNING THIS AMENDMENT, AND AS FURTHER SET FORTH IN THE AGREEMENT, THE PARTIES
AGREE TO BINDING ARBITRATION OF DISPUTES, WHETHER AS TO FEES, QUALITY OF
SERVICES RENDERED, THE ARBITRABILITY OF THE DISPUTE, ANY MATTER RELATING TO THE
SHARES, OR OTHERWISE, AND GIVE UP THEIR RESPECTIVE RIGHTS TO A JURY OR COURT
TRIAL, AND WAIVE THEIR RESPECTIVE RIGHTS TO PROCEED UNDER THE ARBITRATION
PROVISIONS OF THE STATE BAR ACT, CALIFORNIA BUSINESS AND PROFESSIONS CODE
SECTIONS 6200, ET SEQ.  THE CMPANY ACKNOWLEDGES THAT IT HAS BEEN
ADVISED BY THE LAW FIRM, AND HAS BEEN AFFORDED THE REASONABLE OPPORTUNITY, TO
HAVE THIS TRANSACTION AND THIS AMENDMENT REVIEWED BEFORE EXECUTION BY
INDEPENDENT COUNSEL ACTING ON ITS BEHALF.

      


      WHO’S
YOUR DADDY, INC.

      


      


      By:          /s/ Michael R.
Dunn                                                                    

      Michael R. Dunn

      CEO of Who’s Your Daddy,
Inc.

      


      
        
          
             


          

          
            
            

            
              

            

          

          
             


          

        

      

      


      APPENDIX
A

      


      


      California
Rules of Professional Conduct

      


      
        
          

        

      

      


      RULE
3-300. AVOIDING INTERESTS ADVERSE TO A CLIENT

      


      A member
shall not enter into a business transaction with a client; or knowingly acquire
an ownership, possessory, security, or other pecuniary interest adverse to a
client, unless each of the following requirements has been
satisfied:

      


      
        	
                (A)

              	
                The
      transaction or acquisition and its terms are fair and reasonable to the
      client and are fully disclosed and transmitted in writing to the client in
      a manner which should reasonably have been understood by the client;
      and

              


      

      


      
        	
                (B)

              	
                The
      client is advised in writing that the client may seek the advice of an
      independent lawyer of the client’s choice and is given a reasonable
      opportunity to seek that advice;
and

              


      

      


      
        	
                (C)

              	
                The
      client thereafter consents in writing to the terms of the transaction or
      the terms of the acquisition.