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Tuesday, March 29, 2005
CMKM Diamonds, Inc. (CMKX) Update
The Green Baron Report for the past few days has been speaking with John MARTIN, major CMKX shareholder, and his Attorney Bill Frizzell from The Frizzell Law Firm of Smith County, Texas, who Mr. MARTIN has retained to file a Motion to Intervene on behalf of CMKX shareholders regarding the current SEC hearing involving CMKM Diamonds, Inc. The Green Baron Report views this as a significant development for all CMKX shareholders.
In our ongoing effort to provide our members with the latest and most accurate information available we have scheduled a webcast for tomorrow afternoon, Wednesday, March 30th with Attorney Bill Frizzell which we will make available to the public shortly afterwards on our website www.TheGreenBaron.com
The Green Baron will be releasing a Special Update tomorrow afternoon that will include information about the webcast with Mr. Frizzell as well as information about how CMKX shareholders can join in the Motion to Intervene as formal participants. The Special Update will also include information and links to the Frizzell Law Firm's website where interested parties can download a Participation Agreement allowing shareholders to join in the Motion to Intervene. Our understanding is the cost per shareholder will be a $25 one-time filing fee.
Although The Green Baron is still confident that CMKM Diamonds could successfully resolve their current matters with the SEC before any legal proceedings may be necessary, we still view the representation of the shareholders by Mr. Frizzell and his law firm as an important safety net and very positive development for all CMKX shareholders.
There has been much speculation regarding tender offers involving CMKX. We here at The Green Baron have the utmost confidence in the SEC and CMKM Diamonds management to diligently protect the shareholders interests, we also remind our members that it would be very much in our best interest if any tender offers, or similar negotiations taking place, did so with the shareholders having our legal representation at the table looking out for our interests.
Evergreen Marketing, Inc. and The Green Baron Report would like to state that we have received no compensation from any of the parties involved in this matter. Including CMKM Diamonds, Inc., John MARTIN, or The Frizzell Law Firm. Our involvement is strictly as shareholders and in the best interests of our members.
3.01 All parties to this agreement understand that a group of CMKX shareholders led by John MARTIN of Lindale, Texas retained the above named law firm in 2004 to represent them in any matters relating to their purchase of stock in the Company.
LIMITED ATTORNEY CONSULTATION AND REPRESENTATION AGREEMENT
S.E.C. VS. CMKM DIAMONDS, INC.--ADMINISTRATIVE PROCEEDING
THIS AGREEMENT is made on the 29th of March, 2005, between , hereinafter referred to as the "Client", and The Frizzell Law Firm, 305 South Broadway, Suite 302, Tyler, Smith County, Texas hereinafter referred to as the "Attorney":
In consideration of the mutual promises herein contained, the parties hereto agree as follows:
I. PURPOSE OF REPRESENTATION
1.01 The Client hereby retains and employs the Attorney to represent such individual or individuals in an administrative proceeding being brought by the U. S. Securities and Exchange Commission, referred to hereafter as S.E.C. against CMKM DIAMONDS, INC. referred to hereafter as Company, in a case designated as S.E.C. FILE #3-11858. Client represents to the Attorney that he or she is a current owner of common stock in CMKM DIAMONDS, INC. By this agreement, said Attorney agrees to represent the interests of the Client along with other shareholder Clients in the currently filed proceeding as styled above. This is a limited representation agreement in that said Attorney and/or his associated Attorneys will conclude their representation for purposes of this agreement when a decision is rendered by the Administrative Judge or if the proceeding is disposed of in some other manner.
Client seeks representation in this matter so that his or her interest along with that of other shareholders is recognized by all parties to this proceeding. Specifically, Attorney and any associated counsel, agrees to advocate on behalf of the Client, individually and as a group, with common goals and concerns.
The proceeding being brought by the S.E.C. is an action to seek certain remedies and sanctions against the Company for failing to file certain reports.
Client understands that Client and other shareholders are not a named party to this proceeding. Attorney and any associated Attorneys will be filing a Motion To Intervene in the above referenced action. Although various rules of practice allow for such intervention by interested parties, agreeing to undertake these efforts to intervene does not guarantee the Administrative Judge will grant such motion and allow the Client and other shareholders to intervene. In the event such intervention is denied by the Court, Attorney and any associated Attorneys will persist in advising the Court of the Client’s position by filing amicus briefs (friend of the Court briefs) in any legal issues which may arise in the proceedings. Attorney agrees to attend the hearing in person as permitted by the Court which is presently scheduled for April 25, 2005 in Washington, D.C. This representation includes any appearances required by the Court until this matter is resolved.
II. ATTORNEY'S FEES AND EXPENSES
2.01 In consideration of services rendered and to be rendered by the Attorney, the Client hereby agrees to pay to Attorney a fee of $25.00. This fee is a one time fee and it is a non-refundable fee. There will be no additional fees for representation in this matter. Out of these fees, Attorney will pay all costs associated with representing Client in this matter, including costs of travel, costs of hiring associated counsel, investigative expenses, filing fees, internet expenses, and all administrative expenses such as long distance costs, copies, and postage.
III. EXPLANATION OF FEE ARRANGEMENT
3.01 All parties to this agreement understand that a group of CMKX shareholders led by John MARTIN of Lindale, Texas retained the above named law firm in 2004 to represent them in any matters relating to their purchase of stock in the Company. When this group of shareholders was advised of the pending regulatory action, an agreement was made by these shareholders to hire legal counsel to represent them in this proceeding because any action by the Court will necessarily have an effect on their stock and their rights as shareholders. John MARTIN has agreed to pay all Attorney fees and costs of this proceeding that are not covered by the contribution of additional shareholders in the amount of $25.00. The total legal fees for representation in this matter cannot be determined at this time due to lack of information by the Client regarding what legal issues will be involved and what legal work will be necessary to adequately represent the Client. It is also unknown at this time how many additional shareholders will participate in this proceeding. The cost of hiring associated counsel to assist in representing the above named Client will be significant and such hiring will be at the sole discretion of the Attorney. Regardless of the costs involved to John MARTIN, the fee of $25.00 will be the sole financial responsibility of the above named Client in the instant proceeding.
3.02 Texas State Bar Rule 104 (as amended March 1, 2005) provides guidelines for determining whether an attorney fee is reasonable. If the fees accumulated by the payment of this $25.00 retainer exceeds all reasonable and necessary attorney fees and costs incurred by the shareholder group, all excess funds will be distributed to each client on a pro rata basis.
IV. ASSOCIATION OF OTHER ATTORNEY'S
4.01 The Attorney may, at the sole discretion and expense of the Attorney, associate any other Attorneys in the representation of the aforesaid claims of the Client.
4.02 The Frizzell Law Firm is a general practice law firm with experience in the trial of complicated civil matters and general civil litigation. The representation of the Client in this matter will involve legal expertise in securities law. The Frizzell Law Firm has general experience in corporate law and business formations but is not representing to any party that the firm has a specialty in securities law. The Attorney will hire associate counsel with any required expertise the Attorney deems necessary to adequately represent the above named Client and all other shareholders in this matter. There will be no additional fees payable from the Client above the $25.00 fee for the hiring of additional counsel.
V. CONFIDENTIALITY OF INFORMATION
5.01 The Attorney is very mindful of the wishes of the Client for confidentiality in his or her business affairs. In this proceeding, the above named Attorney or associated counsel will be representing to the Court in a legal document that the Client is a current common stock shareholder of CMKM Diamonds, Inc. (CMKX) The Motion to Intervene which will be filed in this case will necessarily include a representation to the Court that this shareholder group owns a certain number of shares of Company stock. Client will be allowed to join this Motion to Intervene by providing the following information.
5.02 Method A. The Client can sign the agreement and include the number of shares owned and the brokerage account that holds such shares. The Client should provide a mailing address and age of the shareholder. The shareholders name and address will be included in an Exhibit “A” attached to the Motion to Intervene. The shareholders respective share ownership will NOT be disclosed in this Exhibit “A”, only the shareholders name will appear. As shareholders join this proceeding, a running total of all the shareholders that comprise this group wishing to intervene will be kept by the Attorney and only the total amount owned by the Owner’s group will be stated in the Court filings. Attorney will keep a copy of this agreement which will contain the information of the total number of shares confidential and will not divulge such information to any parties unless directed to do so by the Court. The Court may wish to see proof of the number of shares as represented by our pleadings, and additional verification may be required.
5.03. Method B. The Attorney has been advised that there may be some Clients who would like to intervene and have their shares considered in this group, but wish to remain anonymous as far as any Court filed documents are concerned. In other words, they wish to be a party but do not want their name to appear on any Exhibit “A”. Attorney will make a separate list on the Exhibit “A” which will provide a shareholder identification number assigned by the Attorney’s office and will represent to the Court that counsel for the Intervenors has proper verification of this individual’s holdings. If a Client chooses to participate by this method, a separate form from this employment agreement will be filled out and submitted to the Attorney which will state the name of the Client, the address of the Client, the Client’s age, the number of shares and how those shares are held. The name will not be included on the Exhibit “A” but the amount of stock will be included in the total of shares represented by this group. No name will be disclosed to any third parties without the consent of the shareholder except under Court order.
I certify and acknowledge that I have had the opportunity to read this Agreement. I further state that I have voluntarily entered into this Agreement fully aware of its terms and conditions.
Signed on this 29th day of March, 2005.
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