As filed with the U.S. Securities and Exchange Commission on April 24, 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 OTC Communications Inc., Structure America Inc.,
    Jon L. Lawver, Nuven Advisors Inc., Richard O. Weed and Jonathan L. Small
                            (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-8:042498.FS8]

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

       Title of                 Amount of                Proposed                Proposed
      Securities                 Shares                  Maximum                  Maximum
         to be                    to be                  Offering                Aggregate              Amount of
      Registered               Registered               Price Per                Offering             Registration
                                                         Share(1)                Price(1)                  Fee
----------------------         ----------              -----------              ----------            ------------
<S>                            <C>                     <C>                      <C>                   <C>

no par value
common stock                     450,000                  $0.14                   $63,000                 $5.99

no par value
common stock                     450,000                  $0.14                   $63,000                 $5.99

no par value
common stock                     150,000                  $0.14                   $21,000                 $2.00

no par value
common stock                     500,000                  $0.14                   $70,000                 $6.65

no par value
common stock                     500,000                  $0.14                   $70,000                 $6.65

no par value
common stock                     150,000                  $0.14                   $21,000                 $2.00

no par value
common stock

underlying
options                          750,000                  $0.14                  $105,000                 $9.98

no par value
common stock

underlying
options                          750,000                  $0.14                  $105,000                 9.98

TOTALS                          3,700,000                  N/A                   $518,000                $49.21
</TABLE>

                                                       Total Number of Pages: 27
                                                   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-8:042498.FS8]

<PAGE>

                                   PROSPECTUS

                                YES CLOTHING CO.
                         4695 MACARTHUR COURT, SUITE 530
                         NEWPORT BEACH, CALIFORNIA 92660

                        3,700,000 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
3,700,000 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,  no  shares of  Common  Stock  are being  sold to
"affiliates" 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 April 24, 1998

                                                        [YES\FORMS-8:042498.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-8:042498.FS8]

<PAGE>

                                TABLE OF CONTENTS

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...............................................8

   Indemnification of Officers and Directors...............................8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.........................8

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE8.................8

ITEM 4.           DESCRIPTION OF SECURITIES................................8

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL...................9

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS................9

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED......................10

ITEM 8.           EXHIBITS.................................................10

ITEM 9.           UNDERTAKINGS.............................................12

                  SIGNATURES...............................................14

                  EXHIBIT INDEX............................................15

                                                        [YES\FORMS-8:042498.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 3,700,000  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-8:042498.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, but
does own 800,000 shares of the Company and will receive 500,000 shares of common
stock pursuant to this registration statement.

                                                        [YES\FORMS-8:042498.FS8]

<PAGE>

         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.

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

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company, but
does own 800,000 shares of the Company and will receive 500,000 shares of common
stock pursuant to this registration statement.

                                                        [YES\FORMS-8:042498.FS8]

<PAGE>

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.

         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.     Engagement   Letter   and   Fee   Agreement   with  OTC
                         Communications Inc.
                  B.     Engagement  Letter  and  Fee  Agreement  with Structure
                         America Inc.
                  C.     Consulting Agreement with Jon L. Lawver(1)
                  D.     Consulting Agreement with NuVen Advisors Inc.(1)
                  E.     Consulting Agreement with Richard O. Weed(1)
                  F.     Consulting Agreement with Jonathan L. Small

         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.

         (1)      Incorporated  by  reference  from the  Form  S-8  registration
                  statement filed March 16, 1998


                                                        [YES\FORMS-8:042498.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.

                                                        [YES\FORMS-8:042498.FS8]

<PAGE>

         (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  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-8:042498.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 24th day of April,
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

     /s/ Guy Anthome     Chief Executive Officer       April 20, 1998
                         and Director

                                                        [YES\FORMS-8:042498.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:

<TABLE>
<CAPTION>

      Exhibit
     Number in
   Registration                                                                                                 Numbered
     Statement                                            Description                                             Page
-----------------  -------------------------------------------------------------------------                    --------
<S>                <C>                                                                                          <C>

5.                          Opinion of Counsel                                                                     14

10.                A.       Engagement Letter and Fee Agreement with OTC Communications
                            Inc.                                                                                   16
                   B.       Engagement Letter and Fee Agreement with Structure America Inc.                        20
                   C.       Consulting Agreement with Jon L. Lawver(1)
                   D.       Consulting Agreement with NuVen Advisors Inc.(1)
                   E.       Consulting Agreement with Richard O. Weed(1)
                   F.       Consulting Agreement with Jonathan L. Small                                            24

24.1                        Consent of Richard O. Weed to Use of Opinion                                           26

24.2                        Consent of Grobstein, Horwath & Company LLP.

</TABLE>

                                       27

                                                        [YES\FORMS-8:042498.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: SPECIALPROJECTCOUNSEL@MSN.COM

WRITER'S DIRECT NUMBER
(714) 475-9088

                                 April 24, 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
"Company"),  in  connection  with that certain Form S-8  registration  statement
dated April 24,  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.

Based upon the foregoing, I am of the opinion that:

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.

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.

<PAGE>

Yes Clothing Co.
April 24 1998
Page 15

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 authorized,
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

        ENGAGEMENT LETTER AND FEE AGREEMENT WITH OTC COMMUNICATIONS INC.

                             OTC COMMUNICATIONS INC.
                             1041 Great Plain Avenue
                          Needham, Massachusetts 02192
                            Telephone: (617) 444-6100

                                 March 23, 1998

Mr. Jon L. Lawver
YES CLOTHING CO.
4695 MacArthur Court, Suite 530
Newport Beach, California  92660

         RE:      Engagement Letter and Fee Agreement for shareholder relations

Dear Jon:

This letter sets forth the agreement (the "Agreement")  between Yes Clothing Co.
(the  "Company")  and  OTC  Communications   ("OTC"),   concerning   shareholder
communication and related advisory services  (hereafter being referred to as the
"Services")  rendered to the Company from January 1, 1998 and continuing through
December 31, 1998.

When  countersigned in the space provided below,  this letter shall serve as our
agreement, as follows:

1.       The Services

         OTC shall provide  shareholder  and financial  community  communication
         services to the Company,  and to serve, when requested,  as the Company
         liaison and  spokesman.  Such services shall include but not be limited
         to the timely  response,  by fax,  telephone or mail,  to all inquiries
         related to the Company from shareholders,  or other interested parties.
         Such  response  shall  consist of written  materials  such as copies of
         public  announcements,  shareholder  Due  Diligence  Packages,  current
         corporate profile of the Company,  and  teleconferencing  as necessary.
         Additionally,  OTC agrees to make  reasonable  best efforts to increase
         investor  participation  in the Company's  securities by organizing and
         supervising the production of a corporate video, corporate advertising,
         and  quarterly  and  annual  financial   reports  to  its  shareholders
         (collectively, the "Services").

         With  respect to  providing  the  Services,  OTC agrees to make  itself
         available for reasonable  amounts of time and upon  reasonable  notice,
         devote  reasonable  and good faith  attention  to the  Company's  other
         communications  and  public  relations  needs.   Specific  assignments,
         however,  will be mutually agreed upon and may incur additional fees to
         the  Company.  It is  understood  that OTC does not perform  investment
         advisory  services  or advise  any  person or entity to buy or sell the
         Company's  stock,  or seek or  solicit  offers  for  financing  for the
         Company. OTC only disseminates information as an intermediary on behalf
         of  the  Company  and  as  a  liaison   between  the  Company  and  its
         shareholders.

                                                          [OTC\AGR:YESFEE.AGR]-2

<PAGE>

Yes Clothing Co.
March 23, 1998
Page 17

2.       Compensation for the Services

         In compensation for the Services,  the Company agrees to pay OTC a base
         fee  ("Advisory  Fee") equal to Three  Thousand  Dollars  ($3,000)  per
         month,  payable  either  (a) in  cash,  or (b)  150,000  shares  of the
         Company's common stock payable quarterly in advance.  Such Advisory Fee
         excludes the out of pocket costs and related  expenses,  which shall be
         covered by  advanced by the  Company  and  included  in each  quarterly
         statement  with  credits  for any  advances.  Interest  on any  overdue
         balance  owed to OTC by the  Company  shall  accrue at 1.5% per  month.
         Prior to the date of each  quarterly  payment  of the  Fee,  OTC  shall
         notify the Company of its election to accept  Company Shares or cash in
         payment of such quarterly installment of the Fee.

3.       Other Transactions

         OTC may, on its own accord and outside of the scope of the  Services to
         be  provided  under  this  Agreement,  choose to  investigate  possible
         acquisitions or merger candidates for the Company,  or identify sources
         of  financing   for  certain  of  the   Company's   lines  of  business
         (collectively, a "Business Opportunity"). OTC shall also be entitled to
         receive  from the  Company  a  "Transaction  Fee",  as a result  of any
         transaction  effected  by  the  Company  with  a  Business  Opportunity
         introduced  by OTC. A Business  Opportunity  shall  include the merger,
         sale of assets, consolidation or other similar transaction or series or
         combination  of  transactions  whereby the Company or its  subsidiaries
         transfer to the other,  or both  transfer to a third  entity or person,
         assets or any interest in its  business in exchange for stock,  assets,
         securities,  cash or other valuable property or rights, or wherein they
         make a contribution of capital or services to a joint venture, commonly
         owned  enterprise  or  venture  with the other for  purposes  of future
         business  operations and  opportunities.  To be a Business  Opportunity
         covered by this section,  the transaction must occur during the term of
         this  Agreement,  or during the period of one year after the expiration
         of this  Agreement.  In the  event  this  paragraph  shall  apply,  any
         Transaction  Fee  due  shall  be  based  upon  the  net  value  of  the
         consideration,  securities,  property,  business, assets or other value
         given,  paid,  transferred  or contributed  by, or to the Company,  and
         shall be equal to five  percent  (5%) of the first One Million  Dollars
         ($1,000,000)  of such net value,  four  percent  (4%) of the second One
         Million Dollars ($1,000,000),  two percent (2%) of the next One Million
         Dollars  ($1,000,000)  and one  percent  (1%) of all value  above  Five
         Million  Dollars  ($5,000,000).  Unless  otherwise  mutually  agreed in
         writing  prior  to  the  closing  of  any  Business  Opportunity,   the
         Transaction   Fee  shall  be  paid  in  cash  at  the  closing  of  the
         transaction.

4.       Term

         This Agreement  shall be effective for a term of one (1) year beginning
         the  date the  Services  were  first  performed  which  was on or about
         January  1,  1998  (the  "Initial  Term").  However,  either  party may
         terminate upon thirty (30) days prior written  notice to the other.  If
         thirty (30) days prior to the  expiration  of the Initial  Term neither
         party has terminated this Agreement,  it shall automatically  renew. In
         the event of  termination,  all fees and charges owed by the Company to
         OTC  up  until  the  effective  date  of  termination   (including  any
         unreimbursed  expenses) will be paid to OTC within ten (10) days of the
         later of the effective termination date or the notice date. Interest on
         any overdue balance owed to OTC by the Company shall accrue at 1.5% per
         month.

5.       Reports

         At the  Company's  request,  OTC agrees to supply a report up to once a
         month,  usually included in the billing invoice,  on general activities
         and actions taken on behalf of the Company.

                                                          [OTC\AGR:YESFEE.AGR]-2

<PAGE>

Yes Clothing Co.
March 23, 1998
Page 18

6.       Materials

         The Company agrees to furnish any supplies and materials  which OTC may
         need regarding the Company,  its  management,  products,  financial and
         business status and plans.

7.       Independent Contractor Status

         OTC is acting as an independent  contractor,  and not as an employee or
         partner of the Company.  As such,  neither  party has the  authority to
         bind the other, nor make any unauthorized representations on the behalf
         of the other.

8.       Indemnification

         The  Company  shall  indemnify  OTC and  hold  harmless  for any  acts,
         statements  or  decisions  made  by OTC in  reliance  upon  information
         supplied to OTC by the Company, or in accordance with instructions from
         or  acts,  statements  or  decisions  approved  by  the  Company.  This
         indemnity and hold harmless  obligation shall include expenses and fees
         including attorneys fees incurred by OTC in connection with the defense
         of any act, suit or proceeding arising out of the foregoing.

9.       Confidential Information

         OTC will use its best  efforts to maintain the  confidential  nature of
         the proprietary or confidential  information the Company entrusts to it
         through strict control of its distribution and use.  Further,  OTC will
         use its best efforts to guard  against any loss to the Company  through
         the failure of OTC or their agents to maintain the confidential  nature
         of such information.  "Proprietary" and "confidential information", for
         the  purpose  of this  Agreement  shall  mean  any and all  information
         supplied  to  OTC  which  is not  otherwise  available  to the  public,
         including  information  which may be  considered  "inside  information"
         within the meaning of the U.S.  securities laws, rules and regulations.
         OTC  acknowledges  that his use of "inside  information" to purchase or
         sell  securities  of Company,  or its  affiliates,  or to transmit such
         information  to any other party with a view to buy,  sell or  otherwise
         deal in the  securities  of Company or its  affiliates is prohibited by
         law  and   would   constitute   a  breach   of  this   Agreement   and,
         notwithstanding  the provisions of this  Agreement,  will result in the
         immediate termination of the Agreement without penalty to the Company.

10.      Termination

         This  Agreement may be canceled by either part for any reason on thirty
         (30) days'  written  notice.  Upon  termination  of this  Agreement the
         Company is to pay for all  authorized  work in  process,  at cost.  OTC
         shall  transfer,  assign  and make  available  to the  Company,  or its
         representative,  all property  and  materials  in OTC's  possession  or
         control which belong to and were paid for by the Company.

11.      Option to Purchase Shares

         In  consideration  for OTC entering  into this  Agreement,  the Company
         hereby  grants OTC  immediately  exercisable  options to purchase up to
         Seven  Hundred  Fifty  Thousand  (750,000)  shares of its common stock,
         exercisable at 110% of the trading  average bid price for the Company's
         common stock ten (10) days prior to the date hereof.

                                                          [OTC\AGR:YESFEE.AGR]-2

<PAGE>

Yes Clothing Co.
March 23, 1998
Page 19

12.      Registration of Shares

         As soon as practicable  following the execution of this Agreement,  the
         Company will include the Option Shares the Company Shares, if any, in a
         Form  S-8  Registration  Statement,  or other  applicable  registration
         statement to be filed with the  Securities  and Exchange  Commission as
         soon as practicable  following the execution  hereof.  In the event the
         compensation  hereunder  contains  Company  Shares,  OTC,  at its  sole
         discretion,  may  request  that  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.

13.      Expenses

         Unless  otherwise  agreed and  approved in writing  between OTC and the
         Company, all third party and out-of-pocket  expenses incurred by OTC in
         performing  the Services  under this  Agreement  and not covered by the
         Advisory Fee shall be approved in writing by the Company in advance.

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/            Geoffrey Eiten
----------------------------------
     Name:     Geoffrey Eiten
     Title:    President

APPROVAL AND ACCEPTANCE

READ AND ACCEPTED  this  30th day  of  March,  1998,  with  an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

By:  /s/  Guy Anthome
     -----------------------------
          Guy Anthome
          Chief Executive Officer

                                                          [OTC\AGR:YESFEE.AGR]-2

<PAGE>

                                  EXHIBIT 10 B

         ENGAGEMENT LETTER AND FEE AGREEMENT WITH STRUCTURE AMERICA INC.

                                 March 23, 1998

YES CLOTHING CO.
4695 MacArthur Court, Suite 530
Newport Beach, California  92660

         RE:      Engagement Letter and Fee Agreement for Merger and Acquisition
                  Services

Gentlemen:

This letter sets forth the  agreement  between Yes Clothing Co. (the  "Company")
and Structure America, Inc. ("SAI"), concerning merger and
acquisition services to be rendered to the Company by SAI.

Regarding  our  services,  SAI agrees to use its best efforts to identify,  make
initial  contact  with,  and  negotiate on the  Company's  behalf if  requested,
potential acquisitions of apparel,  retail and licensing companies,  and perform
other advisory services as requested by the Company.

In return for these services rendered, upon execution hereof, the Company agrees
to pay to SAI the following consideration:

1.       One Hundred Fifty Thousand  (150,000) shares (the "Initial  Shares") of
         the Company's Common Stock; and

2.       Five  Thousand  Dollars  ($5,000)  per month on a quarterly  basis (the
         "Fee"),  paid in advance in cash or in shares of the  Company's  common
         stock ("Fee Shares"),  at SAI's election,  issued based upon the 10-day
         moving average bid price; and

3.       Options to purchase Seven Hundred Fifty Thousand  (750,000) shares (the
         "Option  Shares")  of  the  Company's  stock  pursuant  to  the  Option
         Agreement  attached  hereto as Exhibit "A" and  incorporated  herein by
         reference.

Within  thirty (30) days of  execution  hereof,  the Company  will  register the
Initial  Shares,  together  with the Fee Shares and the Option  Shares (if any),
with the  Securities  and  Exchange  Commission  under a Form  S-8  Registration
Statement or other applicable  registration statement. At the sole discretion of
SAI, any of the Company's  shares  issuable to SAI may be issued or reserved for
issuance  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.

The Company and SAI  acknowledge  and agree that the  Services to be provided by
SAI hereunder do not include or require SAI to seek or arrange financing for the
Company directly or indirectly, Further, unless otherwise agreed and approved in
writing between SAI and the Company, all third party and out-of-pocket  expenses
incurred by SAI  performing  services under this letter  agreement  shall be the
sole responsibility of the Company.

                                                          [SAI\AGR:YESFEE.AGR]-3

<PAGE>

Yes Clothing Co.
March 23, 1998
Page 21

This  Agreement  is  cancelable  by either  party upon ninety (90) days  written
notice.

The Company agrees that it will indemnify, defend and hold harmless SAI from and
against any loss or losses  asserted  against,  resulting  to,  imposed  upon or
incurred or suffered by SAI, directly or indirectly, resulting from any dispute,
claim, or cause of action arising from the transactions  contemplated  under the
Agreements  or in any way  connected to the providing of services to the Company
under this letter agreement.

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/  STRUCTURE AMERICA, INC.
     -----------------------------
     Structure America Inc.

APPROVAL AND ACCEPTANCE

READ  AND  ACCEPTED  this  23rd  day of  March,  1998,  with an  effective  date
retroactive  to March 1, 1998,  the date services  were first  performed for the
Company.

YES CLOTHING CO.

By:  /s/  Guy Anthome
     -----------------------------
          Guy Anthome

                                                          [SAI\AGR:YESFEE.AGR]-3

<PAGE>

                                   EXHIBIT "A"

                                     to the
     Engagement Letter and Fee Agreement for Merger and Acquisition Services
                               Dated March 1, 1998

                                OPTION AGREEMENT

         THIS OPTION AGREEMENT (the "Option  Agreement") is made this 1st day of
March 1998, by and between Yes Clothing Co., a corporation  organized  under the
laws of  California  (the  "Company")  and  Structure  America  Inc., a Delaware
corporation ("SAI").

         WHEREAS,  on March 23, 1998,  the Company  entered  into an  Engagement
Letter Agreement with SAI (the "Agreement")  wherein,  among other covenants and
agreements,  the  Company  granted  SAI an  option  to  purchase  shares  of the
Company's common stock.

         NOW,  THEREFORE,  IN  CONSIDERATION  of the mutual  promises  contained
herein,  the benefits to be derived by each party  hereunder  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
expressly acknowledged, the Company and SAI agree as follows:

1.       Grant Options

         The Company  hereby grants to SAI,  subject to the terms and conditions
         set forth or incorporated herein, options ("Options") to purchase Seven
         Hundred Fifty Thousand  (750,000) shares of common stock of the Company
         ("Option Shares") at an exercise price of $0.14 per share representing
         110% of the 10-day moving average bid price for the Company's common
         stock.

2.       Exercise

         The Options shall be  exercisable by the delivery to and receipt by the
         Company of (i) written  notice of election to exercise,  specifying the
         number of shares to be purchased;  (ii)  accompanied  by payment of the
         full purchase  price thereof in cash or certified  check payable to the
         order of the  Company,  and (iii) the return of a  counterpart  of this
         Agreement for endorsement of exercise by the Company.

3.       Term

         The Option  evidenced  hereby shall be  exercisable in whole or in part
         during the twelve (12)  months  immediately  following  the date of the
         Agreement (the "Option Period").

4.       Transferability

         The Options are assignable.

5.       Registration of Shares

         The Company will  register the Option  Shares with the  Securities  and
         Exchange  Commission  on a Form  S-8 or other  applicable  registration
         statement  within thirty (30) days from the date hereof.  Option Shares
         issued  prior  to  registration  will be done  so only 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. Such issuance shall be in reliance on  representations
         and  warranties of SAI set forth in the  Agreement,  to be updated upon
         exercise.

                                                          [SAI\AGR:YESFEE.AGR]-3

                                                        22

<PAGE>

6.       Effect of Termination of Agreement

         In  the  event  of  the  termination  of  the  Agreement  prior  to the
         expiration  of the  Option  Period  and the  complete  exercise  of the
         Options, SAI's right to exercise any unexercised Options shall continue
         for three (3) months following the effective date of termination.

7.       Amendment

         This Option Agreement may be amended or modified at any time and in any
         manner only by an instrument in writing executed by the parties hereto.

8.       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  Option
         Agreement.

9.       Governing Law

         This Agreement was negotiated and is being  contracted for in the State
         of  California,  and  shall be  governed  by the  laws of the  State of
         Delaware,   notwithstanding  any   conflict-of-law   provision  to  the
         contrary.

10.      Facsimile Counterparts

         A facsimile,  telecopy,  or other reproduction of this Option Agreement
         may be executed 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,  and 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.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.

                                        The "Company"
                                        Yes Clothing Co.,
                                        a California corporation

                                        By:  /s/  Guy Anthome
                                             ----------------------------------
                                                  Guy Anthome
                                                  Chief Executive Officer

                                        "SAI"
                                        Structure America Inc.,
                                        a Delaware corporation

                                        By:  /s/  Structure America Inc.
                                                  Structure America Inc.

                                                          [SAI\AGR:YESFEE.AGR]-3

                                                        23

<PAGE>

                                  EXHIBIT 10 F

                   CONSULTING AGREEMENT WITH JONATHAN L. SMALL

                                JONATHAN L. SMALL
                             3642 Boulder Hwy., #387
                             Las Vegas, Nevada 89121

March 31, 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 Jonathan L. Small ("Small"),  pursuant to which Small agrees
to serve the Company in the  capacity as head of mergers and  acquisitions  (the
"Services").

In return for the  Services  rendered,  upon  execution of this  Agreement,  the
Company  hereby  agrees  to  Small's  monthly  fee  of  Three  Thousand  Dollars
($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  execution of
this Agreement.  At Small'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 Small while 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 agreements and understandings between the
Company and Small, written or oral, prior to the date hereof.

The Company agrees that it will  indemnify,  defend and hold harmless Small from
and against any loss or losses asserted  against,  resulting to, imposed upon or
incurred or  suffered  by Small,  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.

                                                             [SMALL:YESCONS.AGR]

                                                        24

<PAGE>

YES Clothing Co.
March 31, 1998
Page 2

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/  Jonathan L. Small
     -----------------------------
          Jonathan L. Small

APPROVAL AND ACCEPTANCE

READ  AND  ACCEPTED  this  31st  day of  March,  1998,  with an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

By:  /s/  Guy Anthome
     -----------------------------
          Guy Anthome
          Chief Executive Officer

                                                             [SMALL:YESCONS.AGR]

                                                        25

<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

                                                        26

<PAGE>

                                 EXHIBIT 24.2

                   CONSENT OF GROBSTEIN, HORWATH & COMPANY LLP



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.

                                                              [NM\FS8\80594.FS8]

                                                        27
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT DATED APRIL 24, 1998", "secsgml_size_bytes": 65170}]
{"company-data": {"conformed-name": "YES CLOTHING CO", "cik": "0000856979", "assigned-sic": "2330", "irs-number": "953768671", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51707", "film-number": "98608942"}, "business-address": {"street1": "4695 MACARTHUR CT", "street2": "STE 550", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "7148335381"}, "mail-address": {"street1": "4695 MACARTHUR CT", "street2": "STE 550", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}}
As filed with the U.S. Securities and Exchange Commission on April 24, 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 OTC Communications Inc., Structure America Inc.,
    Jon L. Lawver, Nuven Advisors Inc., Richard O. Weed and Jonathan L. Small
                            (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-8:042498.FS8]
CALCULATION OF REGISTRATION FEE

       Title of                 Amount of                Proposed                Proposed
      Securities                 Shares                  Maximum                  Maximum
         to be                    to be                  Offering                Aggregate              Amount of
      Registered               Registered               Price Per                Offering             Registration
                                                         Share(1)                Price(1)                  Fee
----------------------         ----------              -----------              ----------            ------------
no par value
common stock                     450,000                  $0.14                   $63,000                 $5.99

no par value
common stock                     450,000                  $0.14                   $63,000                 $5.99

no par value
common stock                     150,000                  $0.14                   $21,000                 $2.00

no par value
common stock                     500,000                  $0.14                   $70,000                 $6.65

no par value
common stock                     500,000                  $0.14                   $70,000                 $6.65

no par value
common stock                     150,000                  $0.14                   $21,000                 $2.00

no par value
common stock

underlying
options                          750,000                  $0.14                  $105,000                 $9.98

no par value
common stock

underlying
options                          750,000                  $0.14                  $105,000                 9.98

TOTALS                          3,700,000                  N/A                   $518,000                $49.21
Total Number of Pages: 27
                                                   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-8:042498.FS8]
PROSPECTUS

                                YES CLOTHING CO.
                         4695 MACARTHUR COURT, SUITE 530
                         NEWPORT BEACH, CALIFORNIA 92660

                        3,700,000 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
3,700,000 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,  no  shares of  Common  Stock  are being  sold to
"affiliates" 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 April 24, 1998

                                                        [YES\FORMS-8:042498.FS8]
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-8:042498.FS8]
TABLE OF CONTENTS

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...............................................8

   Indemnification of Officers and Directors...............................8

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.........................8

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE8.................8

ITEM 4.           DESCRIPTION OF SECURITIES................................8

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL...................9

ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS................9

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED......................10

ITEM 8.           EXHIBITS.................................................10

ITEM 9.           UNDERTAKINGS.............................................12

                  SIGNATURES...............................................14

                  EXHIBIT INDEX............................................15

                                                        [YES\FORMS-8:042498.FS8]
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 3,700,000  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-8:042498.FS8]
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, but
does own 800,000 shares of the Company and will receive 500,000 shares of common
stock pursuant to this registration statement.

                                                        [YES\FORMS-8:042498.FS8]
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.

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

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company, but
does own 800,000 shares of the Company and will receive 500,000 shares of common
stock pursuant to this registration statement.

                                                        [YES\FORMS-8:042498.FS8]
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.

         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.     Engagement   Letter   and   Fee   Agreement   with  OTC
                         Communications Inc.
                  B.     Engagement  Letter  and  Fee  Agreement  with Structure
                         America Inc.
                  C.     Consulting Agreement with Jon L. Lawver(1)
                  D.     Consulting Agreement with NuVen Advisors Inc.(1)
                  E.     Consulting Agreement with Richard O. Weed(1)
                  F.     Consulting Agreement with Jonathan L. Small

         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.

         (1)      Incorporated  by  reference  from the  Form  S-8  registration
                  statement filed March 16, 1998

                                                        [YES\FORMS-8:042498.FS8]
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.

                                                        [YES\FORMS-8:042498.FS8]
(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  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-8:042498.FS8]
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 24th day of April,
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

     /s/ Guy Anthome     Chief Executive Officer       April 20, 1998
                         and Director

                                                        [YES\FORMS-8:042498.FS8]
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.       Engagement Letter and Fee Agreement with OTC Communications
                            Inc.                                                                                   16
                   B.       Engagement Letter and Fee Agreement with Structure America Inc.                        20
                   C.       Consulting Agreement with Jon L. Lawver(1)
                   D.       Consulting Agreement with NuVen Advisors Inc.(1)
                   E.       Consulting Agreement with Richard O. Weed(1)
                   F.       Consulting Agreement with Jonathan L. Small                                            24

24.1                        Consent of Richard O. Weed to Use of Opinion                                           26

24.2                        Consent of Grobstein, Horwath & Company LLP.
27

                                                        [YES\FORMS-8:042498.FS8]
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: SPECIALPROJECTCOUNSEL@MSN.COM

WRITER'S DIRECT NUMBER
(714) 475-9088

                                 April 24, 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
"Company"),  in  connection  with that certain Form S-8  registration  statement
dated April 24,  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.

Based upon the foregoing, I am of the opinion that:

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.

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.
Yes Clothing Co.
April 24 1998
Page 15

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 authorized,
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
EXHIBIT 10 A

        ENGAGEMENT LETTER AND FEE AGREEMENT WITH OTC COMMUNICATIONS INC.

                             OTC COMMUNICATIONS INC.
                             1041 Great Plain Avenue
                          Needham, Massachusetts 02192
                            Telephone: (617) 444-6100

                                 March 23, 1998

Mr. Jon L. Lawver
YES CLOTHING CO.
4695 MacArthur Court, Suite 530
Newport Beach, California  92660

         RE:      Engagement Letter and Fee Agreement for shareholder relations

Dear Jon:

This letter sets forth the agreement (the "Agreement")  between Yes Clothing Co.
(the  "Company")  and  OTC  Communications   ("OTC"),   concerning   shareholder
communication and related advisory services  (hereafter being referred to as the
"Services")  rendered to the Company from January 1, 1998 and continuing through
December 31, 1998.

When  countersigned in the space provided below,  this letter shall serve as our
agreement, as follows:

1.       The Services

         OTC shall provide  shareholder  and financial  community  communication
         services to the Company,  and to serve, when requested,  as the Company
         liaison and  spokesman.  Such services shall include but not be limited
         to the timely  response,  by fax,  telephone or mail,  to all inquiries
         related to the Company from shareholders,  or other interested parties.
         Such  response  shall  consist of written  materials  such as copies of
         public  announcements,  shareholder  Due  Diligence  Packages,  current
         corporate profile of the Company,  and  teleconferencing  as necessary.
         Additionally,  OTC agrees to make  reasonable  best efforts to increase
         investor  participation  in the Company's  securities by organizing and
         supervising the production of a corporate video, corporate advertising,
         and  quarterly  and  annual  financial   reports  to  its  shareholders
         (collectively, the "Services").

         With  respect to  providing  the  Services,  OTC agrees to make  itself
         available for reasonable  amounts of time and upon  reasonable  notice,
         devote  reasonable  and good faith  attention  to the  Company's  other
         communications  and  public  relations  needs.   Specific  assignments,
         however,  will be mutually agreed upon and may incur additional fees to
         the  Company.  It is  understood  that OTC does not perform  investment
         advisory  services  or advise  any  person or entity to buy or sell the
         Company's  stock,  or seek or  solicit  offers  for  financing  for the
         Company. OTC only disseminates information as an intermediary on behalf
         of  the  Company  and  as  a  liaison   between  the  Company  and  its
         shareholders.

                                                          [OTC\AGR:YESFEE.AGR]-2
Yes Clothing Co.
March 23, 1998
Page 17

2.       Compensation for the Services

         In compensation for the Services,  the Company agrees to pay OTC a base
         fee  ("Advisory  Fee") equal to Three  Thousand  Dollars  ($3,000)  per
         month,  payable  either  (a) in  cash,  or (b)  150,000  shares  of the
         Company's common stock payable quarterly in advance.  Such Advisory Fee
         excludes the out of pocket costs and related  expenses,  which shall be
         covered by  advanced by the  Company  and  included  in each  quarterly
         statement  with  credits  for any  advances.  Interest  on any  overdue
         balance  owed to OTC by the  Company  shall  accrue at 1.5% per  month.
         Prior to the date of each  quarterly  payment  of the  Fee,  OTC  shall
         notify the Company of its election to accept  Company Shares or cash in
         payment of such quarterly installment of the Fee.

3.       Other Transactions

         OTC may, on its own accord and outside of the scope of the  Services to
         be  provided  under  this  Agreement,  choose to  investigate  possible
         acquisitions or merger candidates for the Company,  or identify sources
         of  financing   for  certain  of  the   Company's   lines  of  business
         (collectively, a "Business Opportunity"). OTC shall also be entitled to
         receive  from the  Company  a  "Transaction  Fee",  as a result  of any
         transaction  effected  by  the  Company  with  a  Business  Opportunity
         introduced  by OTC. A Business  Opportunity  shall  include the merger,
         sale of assets, consolidation or other similar transaction or series or
         combination  of  transactions  whereby the Company or its  subsidiaries
         transfer to the other,  or both  transfer to a third  entity or person,
         assets or any interest in its  business in exchange for stock,  assets,
         securities,  cash or other valuable property or rights, or wherein they
         make a contribution of capital or services to a joint venture, commonly
         owned  enterprise  or  venture  with the other for  purposes  of future
         business  operations and  opportunities.  To be a Business  Opportunity
         covered by this section,  the transaction must occur during the term of
         this  Agreement,  or during the period of one year after the expiration
         of this  Agreement.  In the  event  this  paragraph  shall  apply,  any
         Transaction  Fee  due  shall  be  based  upon  the  net  value  of  the
         consideration,  securities,  property,  business, assets or other value
         given,  paid,  transferred  or contributed  by, or to the Company,  and
         shall be equal to five  percent  (5%) of the first One Million  Dollars
         ($1,000,000)  of such net value,  four  percent  (4%) of the second One
         Million Dollars ($1,000,000),  two percent (2%) of the next One Million
         Dollars  ($1,000,000)  and one  percent  (1%) of all value  above  Five
         Million  Dollars  ($5,000,000).  Unless  otherwise  mutually  agreed in
         writing  prior  to  the  closing  of  any  Business  Opportunity,   the
         Transaction   Fee  shall  be  paid  in  cash  at  the  closing  of  the
         transaction.

4.       Term

         This Agreement  shall be effective for a term of one (1) year beginning
         the  date the  Services  were  first  performed  which  was on or about
         January  1,  1998  (the  "Initial  Term").  However,  either  party may
         terminate upon thirty (30) days prior written  notice to the other.  If
         thirty (30) days prior to the  expiration  of the Initial  Term neither
         party has terminated this Agreement,  it shall automatically  renew. In
         the event of  termination,  all fees and charges owed by the Company to
         OTC  up  until  the  effective  date  of  termination   (including  any
         unreimbursed  expenses) will be paid to OTC within ten (10) days of the
         later of the effective termination date or the notice date. Interest on
         any overdue balance owed to OTC by the Company shall accrue at 1.5% per
         month.

5.       Reports

         At the  Company's  request,  OTC agrees to supply a report up to once a
         month,  usually included in the billing invoice,  on general activities
         and actions taken on behalf of the Company.

                                                          [OTC\AGR:YESFEE.AGR]-2
Yes Clothing Co.
March 23, 1998
Page 18

6.       Materials

         The Company agrees to furnish any supplies and materials  which OTC may
         need regarding the Company,  its  management,  products,  financial and
         business status and plans.

7.       Independent Contractor Status

         OTC is acting as an independent  contractor,  and not as an employee or
         partner of the Company.  As such,  neither  party has the  authority to
         bind the other, nor make any unauthorized representations on the behalf
         of the other.

8.       Indemnification

         The  Company  shall  indemnify  OTC and  hold  harmless  for any  acts,
         statements  or  decisions  made  by OTC in  reliance  upon  information
         supplied to OTC by the Company, or in accordance with instructions from
         or  acts,  statements  or  decisions  approved  by  the  Company.  This
         indemnity and hold harmless  obligation shall include expenses and fees
         including attorneys fees incurred by OTC in connection with the defense
         of any act, suit or proceeding arising out of the foregoing.

9.       Confidential Information

         OTC will use its best  efforts to maintain the  confidential  nature of
         the proprietary or confidential  information the Company entrusts to it
         through strict control of its distribution and use.  Further,  OTC will
         use its best efforts to guard  against any loss to the Company  through
         the failure of OTC or their agents to maintain the confidential  nature
         of such information.  "Proprietary" and "confidential information", for
         the  purpose  of this  Agreement  shall  mean  any and all  information
         supplied  to  OTC  which  is not  otherwise  available  to the  public,
         including  information  which may be  considered  "inside  information"
         within the meaning of the U.S.  securities laws, rules and regulations.
         OTC  acknowledges  that his use of "inside  information" to purchase or
         sell  securities  of Company,  or its  affiliates,  or to transmit such
         information  to any other party with a view to buy,  sell or  otherwise
         deal in the  securities  of Company or its  affiliates is prohibited by
         law  and   would   constitute   a  breach   of  this   Agreement   and,
         notwithstanding  the provisions of this  Agreement,  will result in the
         immediate termination of the Agreement without penalty to the Company.

10.      Termination

         This  Agreement may be canceled by either part for any reason on thirty
         (30) days'  written  notice.  Upon  termination  of this  Agreement the
         Company is to pay for all  authorized  work in  process,  at cost.  OTC
         shall  transfer,  assign  and make  available  to the  Company,  or its
         representative,  all property  and  materials  in OTC's  possession  or
         control which belong to and were paid for by the Company.

11.      Option to Purchase Shares

         In  consideration  for OTC entering  into this  Agreement,  the Company
         hereby  grants OTC  immediately  exercisable  options to purchase up to
         Seven  Hundred  Fifty  Thousand  (750,000)  shares of its common stock,
         exercisable at 110% of the trading  average bid price for the Company's
         common stock ten (10) days prior to the date hereof.

                                                          [OTC\AGR:YESFEE.AGR]-2
Yes Clothing Co.
March 23, 1998
Page 19

12.      Registration of Shares

         As soon as practicable  following the execution of this Agreement,  the
         Company will include the Option Shares the Company Shares, if any, in a
         Form  S-8  Registration  Statement,  or other  applicable  registration
         statement to be filed with the  Securities  and Exchange  Commission as
         soon as practicable  following the execution  hereof.  In the event the
         compensation  hereunder  contains  Company  Shares,  OTC,  at its  sole
         discretion,  may  request  that  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.

13.      Expenses

         Unless  otherwise  agreed and  approved in writing  between OTC and the
         Company, all third party and out-of-pocket  expenses incurred by OTC in
         performing  the Services  under this  Agreement  and not covered by the
         Advisory Fee shall be approved in writing by the Company in advance.

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/            Geoffrey Eiten
----------------------------------
     Name:     Geoffrey Eiten
     Title:    President

APPROVAL AND ACCEPTANCE

READ AND ACCEPTED  this  30th day  of  March,  1998,  with  an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

By:  /s/  Guy Anthome
     -----------------------------
          Guy Anthome
          Chief Executive Officer

                                                          [OTC\AGR:YESFEE.AGR]-2
EXHIBIT 10 B

         ENGAGEMENT LETTER AND FEE AGREEMENT WITH STRUCTURE AMERICA INC.

                                 March 23, 1998

YES CLOTHING CO.
4695 MacArthur Court, Suite 530
Newport Beach, California  92660

         RE:      Engagement Letter and Fee Agreement for Merger and Acquisition
                  Services

Gentlemen:

This letter sets forth the  agreement  between Yes Clothing Co. (the  "Company")
and Structure America, Inc. ("SAI"), concerning merger and
acquisition services to be rendered to the Company by SAI.

Regarding  our  services,  SAI agrees to use its best efforts to identify,  make
initial  contact  with,  and  negotiate on the  Company's  behalf if  requested,
potential acquisitions of apparel,  retail and licensing companies,  and perform
other advisory services as requested by the Company.

In return for these services rendered, upon execution hereof, the Company agrees
to pay to SAI the following consideration:

1.       One Hundred Fifty Thousand  (150,000) shares (the "Initial  Shares") of
         the Company's Common Stock; and

2.       Five  Thousand  Dollars  ($5,000)  per month on a quarterly  basis (the
         "Fee"),  paid in advance in cash or in shares of the  Company's  common
         stock ("Fee Shares"),  at SAI's election,  issued based upon the 10-day
         moving average bid price; and

3.       Options to purchase Seven Hundred Fifty Thousand  (750,000) shares (the
         "Option  Shares")  of  the  Company's  stock  pursuant  to  the  Option
         Agreement  attached  hereto as Exhibit "A" and  incorporated  herein by
         reference.

Within  thirty (30) days of  execution  hereof,  the Company  will  register the
Initial  Shares,  together  with the Fee Shares and the Option  Shares (if any),
with the  Securities  and  Exchange  Commission  under a Form  S-8  Registration
Statement or other applicable  registration statement. At the sole discretion of
SAI, any of the Company's  shares  issuable to SAI may be issued or reserved for
issuance  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.

The Company and SAI  acknowledge  and agree that the  Services to be provided by
SAI hereunder do not include or require SAI to seek or arrange financing for the
Company directly or indirectly, Further, unless otherwise agreed and approved in
writing between SAI and the Company, all third party and out-of-pocket  expenses
incurred by SAI  performing  services under this letter  agreement  shall be the
sole responsibility of the Company.

                                                          [SAI\AGR:YESFEE.AGR]-3
Yes Clothing Co.
March 23, 1998
Page 21

This  Agreement  is  cancelable  by either  party upon ninety (90) days  written
notice.

The Company agrees that it will indemnify, defend and hold harmless SAI from and
against any loss or losses  asserted  against,  resulting  to,  imposed  upon or
incurred or suffered by SAI, directly or indirectly, resulting from any dispute,
claim, or cause of action arising from the transactions  contemplated  under the
Agreements  or in any way  connected to the providing of services to the Company
under this letter agreement.

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/  STRUCTURE AMERICA, INC.
     -----------------------------
     Structure America Inc.

APPROVAL AND ACCEPTANCE

READ  AND  ACCEPTED  this  23rd  day of  March,  1998,  with an  effective  date
retroactive  to March 1, 1998,  the date services  were first  performed for the
Company.

YES CLOTHING CO.

By:  /s/  Guy Anthome
     -----------------------------
          Guy Anthome

                                                          [SAI\AGR:YESFEE.AGR]-3
EXHIBIT "A"

                                     to the
     Engagement Letter and Fee Agreement for Merger and Acquisition Services
                               Dated March 1, 1998

                                OPTION AGREEMENT

         THIS OPTION AGREEMENT (the "Option  Agreement") is made this 1st day of
March 1998, by and between Yes Clothing Co., a corporation  organized  under the
laws of  California  (the  "Company")  and  Structure  America  Inc., a Delaware
corporation ("SAI").

         WHEREAS,  on March 23, 1998,  the Company  entered  into an  Engagement
Letter Agreement with SAI (the "Agreement")  wherein,  among other covenants and
agreements,  the  Company  granted  SAI an  option  to  purchase  shares  of the
Company's common stock.

         NOW,  THEREFORE,  IN  CONSIDERATION  of the mutual  promises  contained
herein,  the benefits to be derived by each party  hereunder  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
expressly acknowledged, the Company and SAI agree as follows:

1.       Grant Options

         The Company  hereby grants to SAI,  subject to the terms and conditions
         set forth or incorporated herein, options ("Options") to purchase Seven
         Hundred Fifty Thousand  (750,000) shares of common stock of the Company
         ("Option Shares") at an exercise price of $0.14 per share representing
         110% of the 10-day moving average bid price for the Company's common
         stock.

2.       Exercise

         The Options shall be  exercisable by the delivery to and receipt by the
         Company of (i) written  notice of election to exercise,  specifying the
         number of shares to be purchased;  (ii)  accompanied  by payment of the
         full purchase  price thereof in cash or certified  check payable to the
         order of the  Company,  and (iii) the return of a  counterpart  of this
         Agreement for endorsement of exercise by the Company.

3.       Term

         The Option  evidenced  hereby shall be  exercisable in whole or in part
         during the twelve (12)  months  immediately  following  the date of the
         Agreement (the "Option Period").

4.       Transferability

         The Options are assignable.

5.       Registration of Shares

         The Company will  register the Option  Shares with the  Securities  and
         Exchange  Commission  on a Form  S-8 or other  applicable  registration
         statement  within thirty (30) days from the date hereof.  Option Shares
         issued  prior  to  registration  will be done  so only 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. Such issuance shall be in reliance on  representations
         and  warranties of SAI set forth in the  Agreement,  to be updated upon
         exercise.

                                                          [SAI\AGR:YESFEE.AGR]-3

                                                        22
6.       Effect of Termination of Agreement

         In  the  event  of  the  termination  of  the  Agreement  prior  to the
         expiration  of the  Option  Period  and the  complete  exercise  of the
         Options, SAI's right to exercise any unexercised Options shall continue
         for three (3) months following the effective date of termination.

7.       Amendment

         This Option Agreement may be amended or modified at any time and in any
         manner only by an instrument in writing executed by the parties hereto.

8.       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  Option
         Agreement.

9.       Governing Law

         This Agreement was negotiated and is being  contracted for in the State
         of  California,  and  shall be  governed  by the  laws of the  State of
         Delaware,   notwithstanding  any   conflict-of-law   provision  to  the
         contrary.

10.      Facsimile Counterparts

         A facsimile,  telecopy,  or other reproduction of this Option Agreement
         may be executed 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,  and 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.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.

                                        The "Company"
                                        Yes Clothing Co.,
                                        a California corporation

                                        By:  /s/  Guy Anthome
                                             ----------------------------------
                                                  Guy Anthome
                                                  Chief Executive Officer

                                        "SAI"
                                        Structure America Inc.,
                                        a Delaware corporation

                                        By:  /s/  Structure America Inc.
                                                  Structure America Inc.

                                                          [SAI\AGR:YESFEE.AGR]-3

                                                        23
EXHIBIT 10 F

                   CONSULTING AGREEMENT WITH JONATHAN L. SMALL

                                JONATHAN L. SMALL
                             3642 Boulder Hwy., #387
                             Las Vegas, Nevada 89121

March 31, 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 Jonathan L. Small ("Small"),  pursuant to which Small agrees
to serve the Company in the  capacity as head of mergers and  acquisitions  (the
"Services").

In return for the  Services  rendered,  upon  execution of this  Agreement,  the
Company  hereby  agrees  to  Small's  monthly  fee  of  Three  Thousand  Dollars
($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  execution of
this Agreement.  At Small'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 Small while 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 agreements and understandings between the
Company and Small, written or oral, prior to the date hereof.

The Company agrees that it will  indemnify,  defend and hold harmless Small from
and against any loss or losses asserted  against,  resulting to, imposed upon or
incurred or  suffered  by Small,  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.

                                                             [SMALL:YESCONS.AGR]

                                                        24
YES Clothing Co.
March 31, 1998
Page 2

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/  Jonathan L. Small
     -----------------------------
          Jonathan L. Small

APPROVAL AND ACCEPTANCE

READ  AND  ACCEPTED  this  31st  day of  March,  1998,  with an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

By:  /s/  Guy Anthome
     -----------------------------
          Guy Anthome
          Chief Executive Officer

                                                             [SMALL:YESCONS.AGR]

                                                        25
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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EXHIBIT 24.2

                   CONSENT OF GROBSTEIN, HORWATH & COMPANY LLP

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.

                                                              [NM\FS8\80594.FS8]

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