As filed with the U.S. Securities and Exchange Commission on March 11, 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 Guy Anthome, Jon L. Lawver,
                     Nuven Advisors Inc. and Richard O. Weed
                            (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-8:031198.FS8]

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

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

No par value common stock             600,000          $0.06          $36,000           $3.42
No par value common stock             150,000          $0.06          $9,000             $.86
No par value common stock             500,000          $0.06          $30,000           $2.85
No par value common stock             800,000          $0.06          $48,000           $4.56
                          TOTALS     2,050,000          N/A          $123,000           $11.69

</TABLE>

                                                       Total Number of Pages: 31
                                                   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-8:031198.FS8]

<PAGE>

                                   PROSPECTUS

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

                        2,050,000 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
2,050,000 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 600,000 shares of Common Stock are being sold to Guy
Anthome,  who is an "affiliate" 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 March 11, 1998

                                                        [YES\FORMS-8:031198.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-8:031198.FS8]

<PAGE>

                                TABLE OF CONTENTS

                                                                         Page

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...............................................7
   Indemnification of Officers and Directors...............................8

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

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

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

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.............................8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.........................8

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED................................9

ITEM 8. EXHIBITS...........................................................9

ITEM 9. UNDERTAKINGS.......................................................10

SIGNATURES.................................................................12

EXHIBIT INDEX..............................................................13

                                                        [YES\FORMS-8:031198.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 2,050,000  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-8:031198.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 and
does not have a substantial interest in the registrant, but will receive 800,000
shares of common stock pursuant to this registration statement.

         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.

                                                        [YES\FORMS-8:031198.FS8]

<PAGE>

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

         None.

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.

                                                        [YES\FORMS-8:031198.FS8]

<PAGE>

         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. Consulting Agreement with Guy Anthome
               B. Consulting Agreement with Jon L. Lawver
               C. Consulting Agreement with NuVen Advisors Inc.
               D. Consulting Agreement with Richard O. Weed

          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.

                                                        [YES\FORMS-8:031198.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.

         (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

                                                        [YES\FORMS-8:031198.FS8]

<PAGE>

                  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-8:031198.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 11th day of March,
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
 -----------        -----------------------       --------------
                    Chief Executive Officer       March 11, 1998
 Guy Anthome        and Director

                                                        [YES\FORMS-8:031198.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:


Exhibit
Number in
Registration                                                          Numbered
Statement      Description                                            Page
---------      ------------------------------------------------------ ---------
5.             Opinion of Counsel                                          14
10.                 A.  Consulting Agreement with Guy Anthome              16
                    B.  Consulting Agreement with Jon L. Lawver            18
                    C.  Consulting Agreement with NuVen Advisors Inc.      20
                    D.  Consulting Agreement with Richard O. Weed          27
24.1           Consent of Richard O. Weed to Use of Opinion                30
24.2           Consent of Grobstein, Horwath & Company LLP.                31

                                                        [YES\FORMS-8:031198.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

WRITERS DIRECT NUMBER
(714) 475-9088

March 12, 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
ACompany@),  in  connection  with that certain Form S-8  registration  statement
dated March 11,  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.

<PAGE>

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

         1. 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.

         2.  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,

         3. 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 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

                      CONSULTING AGREEMENT WITH GUY ANTHOME

                                   GUY ANTHOME
                            1380 W. Washington Blvd.
                             Los Angeles, CA. 90007

January 22, 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 Guy Anthome,  ("Anthome"),  pursuant to which Anthome agrees
to  serve  the  Company  in  the  capacity  as  Chief  Executive   Officer  (the
"Services").

In return for the  Services  rendered,  upon  execution  of this  Agreement  the
Company  hereby  agrees  to  pay  Anthome  a  monthly  fee  of  Twelve  Thousand
($12,000.00),  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 approval of this
Agreement by the Bankruptcy Court. At Anthome'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 Anthome  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 agreement and understandings  between the
Company and Anthome, written or oral, prior to the date hereof

<PAGE>

Yes Clothing Co.
January 22, 1998
Page 2

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

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/      Guy Anthome
----------------------------------
         Guy Anthome

APPROVAL AND ACCEPTANCE

READ AND  ACCEPTED  this  27th  day of  January  1998,  with an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

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

<PAGE>

                                  EXHIBIT 10 B

                     CONSULTING AGREEMENT WITH JON L. LAWVER

                                  JON L. LAWVER
                                 1004 Via Romero
                           Palos Verdes Est, CA. 90274

January 22,1998

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 Jon L. Lawyer,  ("Lawver"),  pursuant to which Lawver agrees
to serve the Company in the capacity as Secretary (the "Services").

In return for the  Services  rendered,  upon  execution of this  Agreement,  the
Company hereby agrees to pay Lawyer a monthly fee of Three Thousand ($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 approval of this
Agreement by the Bankruptcy  Court. At Lawyer'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 Lawver  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 agreement and understandings  between the
Company and Lawver, written or oral, prior to the date hereof.

<PAGE>

Yes Clothing Co.
January 22, 1998
Page 2

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

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/  Jon L. Lawver
   -------------------------------
Name:     Jon L. Lawver

APPROVAL AND ACCEPTANCE

READ AND  ACCEPTED  this  27th  day of  January  1998,  with an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

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

<PAGE>

                                  EXHIBIT 10 C

                  CONSULTING AGREEMENT WITH NUVEN ADVISORS INC.

                        ADVISORY AND MANAGEMENT AGREEMENT

         THIS ADVISORY AND MANAGEMENT AGREEMENT  ("Agreement") is made this 21st
day of January 1998, by and between NuVen  Advisors,  Inc. a Nevada  corporation
("Advisor")  with offices at 6337 So.  Highland Dr.,  Suite 319, Salt Lake City,
Utah 84121 and Yes Clothing  Co., a California  corporation  with its  principal
offices at 1380 W. Washington Blvd., Los Angeles, CA 90007 (the "Company").

         WHEREAS,  Advisor  and  Advisor's  Personnel  (as  defined  below) have
experience in evaluating and effecting  financial  reorganizations,  mergers and
acquisitions,  and in performing general administrative duties for publicly-held
companies and development stage investment ventures; and

         WHEREAS,    the   Company,    which   is    currently    operating   as
Debtor-In-Possession  pursuant to a Voluntary  Petition  under Chapter 11 of the
U.S. Bankruptcy Code, Case No. LA97-58144AA, desires to retain Advisor to advise
and assist the Company in its  reorganization  on the terms and  conditions  set
forth below.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1.       Engagement

         Subject to the requisite  approval hereof by the Bankruptcy  Court, the
         Company  hereby  retains   Advisor,   effective  the  date  hereof  and
         continuing  through  the  Primary  Term  (as  defined  below)  of  this
         Agreement,   to  assist  the   Company  in  the   formulation   of  its
         reorganization,  the  redevelopment of its clothing  business,  and the
         evaluation of pertinent economic, statistical, financial and other data
         related to potential acquisitions (collectively,  the "Services").  The
         Services  are to be  provided  through  Advisor's  officers  or  others
         employed or retained  and under the  direction  of Advisor  ("Advisor's
         Personnel").  Advisor  agrees to use its best  efforts to  provide  the
         Services;  provided, however, that the Services shall expressly exclude
         efforts to obtain  financing  for the Company and legal or other advice
         which  require  licenses or  certification  which Advisor and Advisor's
         Personnel may not have.

2.       Term

         This Agreement shall have an initial term of the greater of (a) one (1)
         year, or (b) the pendency of the Company's  Bankruptcy  Proceeding (the
         "Primary  Term").  At the conclusion of the Primary Term this Agreement
         will  automatically  be  extended  on an annual  basis (the  "Extension
         Period") unless Advisor or the Company's Board of Directors shall elect
         and serve

                                                      - 20 -

<PAGE>

         written notice on the other party terminating the Agreement. Any notice
         to terminate given hereunder shall be in writing and shall be delivered
         at least  ten (10)  days  prior to the end of the  Primary  Term or any
         subsequent Extension Period.

3.       Time and Effort of Advisor

         Advisor  shall  allocate  up to 20 hours per month,  as  necessary,  to
         provide the Services.  The particular  amount of time may vary from day
         to day or week to week.  In the event  Advisor's  time in providing the
         Services  exceeds  20 hours in any given  month,  Advisor  may bill the
         Company for such  additional time or subtract such additional time from
         that which is to be provided in future months.

         Except as otherwise agreed, Advisor's monthly statement identifying, in
         general,  tasks performed for the Company shall be conclusive  evidence
         that the Services have been performed.  Additionally, in the absence of
         willful  misfeasance,  bad faith,  negligence or reckless disregard for
         the  obligations or duties  hereunder by Advisor,  neither  Advisor nor
         Advisor's  Personnel  shall be liable to the  Company or any of its any
         shareholders  for any act or  omission  in the course of, or  connected
         with, rendering the Services,  including but not limited to losses that
         may be sustained as a result of advice provided by Advisor or Advisor's
         Personnel in any corporate act, or in a merger, asset purchase or sale,
         business combination, or financing transaction (individually, "Business
         Opportunity),  undertaken by the Company or where the Company  provides
         capital for an interest or rights to such business opportunity.

4.       Compensation

         The Company  agrees to pay Advisor,  as  compensation  for the Services
         rendered,  a  monthly  fee  equal to Ten  Thousand  Dollars  ($10,000),
         payable  quarterly in advance  ("Advisory Fee"), plus a bonus ("Bonus")
         payable when Advisor's Personnel are requested by the Company to assist
         in or supervise the closing of any Business Opportunity.  The value and
         form of  consideration  of such  Bonus  shall be  determined  by mutual
         agreement  between  Advisor  and  the  Company  at the  time  Advisor's
         assistance is requested.

         The Advisory Fee and Bonus, subject to the conditions set forth herein,
         may be paid in shares of the Company's  common stock  computed at fifty
         percent  (50%) of the market  value of such shares on the date  Advisor
         agrees to accept such  shares.  "Market  Value" for the purpose of this
         Agreement  shall mean the thirty  (30) day moving  average bid price of
         such shares.

         The Company and Advisor  acknowledge  that in the event  Advisor,  as a
         result  of this  Agreement,  receives  shares of the  Company's  common
         stock,  it may be considered  an affiliate  subject to Section 16(b) of
         the  Securities  Exchange Act of 1934 (the "`34 Act").  In this regard,
         the  Company  and  Advisor  agree  that for  purposes  of any  "profit"
         computation  under Section 16(b) of the `34 Act the price paid for such
         shares is equal to the value of the  services  rendered in exchange for
         the Advisory Fee or Bonus.

5.       Other Services

         If, as a result of  providing  the  Services or  otherwise,  Advisor is
         successful in introducing a Business  Opportunity  which is acquired or
         in which the Company  participates  in some fashion,  or if the Company
         enters  into a joint  venture,  merger or  reverse  acquisition  with a
         Business

                                                      - 21 -

<PAGE>

         Opportunity   introduced   by  Advisor   (collectively,   a   "Business
         Combination")  then, in addition to the Advisory Fee but in lieu of the
         Bonus set forth herein,  Advisor  shall be entitled to an  introduction
         fee ("Finder's  Fee").  The Finder's Fee shall be equal to five percent
         (5%) of the value of each Business  Combination and shall be payable at
         the close of each and every transaction in cash, notes, or stock of the
         Company,  or other  consideration  as the parties shall mutually agree.
         Such  agreement  as to the make-up of the Finder's Fee shall be reduced
         to writing prior to the execution of a definitive agreement between the
         Company  and  the  joint   venturers   or  sellers  of  such   Business
         Combination.  Failing to reach an  agreement  as to the make-up of such
         Finder's Fee, the Company  agrees that such fee shall consist solely of
         cash.  In the  event  that the  Finder's  Fee  contains  shares  of the
         Company's  capital  stock  ("Finders  Fee  Shares"),  unless  otherwise
         mutually  agreed  between the  parties in  writing,  the number of such
         shares shall be  determined  by dividing five percent (5%) of the value
         of the  Business  Combination  transaction  by the Market  Value of the
         Company's  shares  on the  date  of  the  execution  of the  definitive
         agreement  relative  to  such  Business  Combination,   or  any  public
         announcement  related to such  transaction,  whichever  is the  earlier
         date.

6.       Registration of Shares

         No later than thirty (30) days  following  the date of an event  giving
         rise to the  obligation  by the Company to issue Finder Fee Shares,  or
         the agreement by Advisor to accept the Company's shares in lieu of cash
         in satisfaction of the Advisory Fee or Bonus, the Company will register
         such shares with the Securities  and Exchange  Commission on a Form S-8
         or other applicable registration  statement,  and it shall maintain the
         effectiveness of such registration statement at all times while Advisor
         holds such shares.  At Advisor's  sole  discretion,  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.   Failing  to  register   any  such   shares,   or  maintain  the
         effectiveness of any applicable  registration  statement,  as set forth
         herein,  the Company shall satisfy any accrued  Advisory Fee,  Bonus or
         Finders Fee in cash.

7.       Costs and Expenses

         All third party and  out-of-pocket  expenses,  filing fees,  copy,  and
         mailing expenses incurred by Advisor in the performance of the Services
         are the responsibility of the Company and shall be paid by the Company,
         or reimbursed  to Advisor,  within ten (10) days, of receipt of written
         notice by Advisor; provided,  however, that the Company must approve in
         advance all expenses in excess of $500 per month.

8.       Place of Services

         The Services provided by Advisor or Advisor's  Personnel hereunder will
         be performed at Advisor's  offices except as otherwise  mutually agreed
         by Advisor and the Company.

9.       Independent Contractor

         Advisor and Advisor's  Personnel will act as an independent  contractor
         in the  performance  of its duties under this  Agreement.  Accordingly,
         Advisor  will be  responsible  for payment of all federal,  state,  and
         local taxes on compensation paid under this Agreement, including income
         and social security taxes,  unemployment insurance, and any other taxes
         due relative to Advisor's  Personnel,  and any and all business license
         fees as may be required. This Agreement neither expressly nor

                                                      - 22 -

<PAGE>

         impliedly  creates a relationship  of principal and agent,  or employee
         and employer,  between  Advisor's  Personnel  and the Company.  Neither
         Advisor  or  Advisor's  Personnel  are  authorized  to  enter  into any
         agreements on behalf of the Company.  The Company expressly retains the
         right to  approve,  in its sole  discretion,  each and  every  Business
         Combination introduced by Advisor, and to make all final decisions with
         respect to activities undertaken by Advisor related to this Agreement.

10.      Rejected Business Combinations

         If,  during  the term of this  Agreement,  the  Company  elects  not to
         proceed to acquire any Business Combination  identified and/or selected
         by Advisor or others,  notwithstanding the time and expense the Company
         may have incurred reviewing such Business Combination, Advisor shall be
         entitled to acquire or submit such Business  Combination  elsewhere and
         Advisor shall be entitled to any and all profits or fees resulting from
         Advisor's purchase, referral or placement of such Business Combination.

11.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

12.      Termination

         The  Company  and Advisor may  terminate  this  Agreement  prior to the
         expiration  of the Primary  Term with mutual  written  consent and upon
         thirty  (30) days  written  notice.  Failing  to have  mutual  consent,
         without  prejudice to any other remedy to which the  terminating  party
         may be entitled, if any, either party may terminate this Agreement upon
         thirty (30) days written  notice with cause and without  penalty  under
         the following conditions:

          (A)  By the Company.  On the  occurrence  of any one of the  following
               events:

               (i)  If during the term of this  Agreement,  Advisor is unable to
                    provide  the  Services  as set forth  herein for thirty (30)
                    consecutive business days because of illness,  accident,  or
                    other incapacity of Advisor's Personnel; or,

               (ii) If  Advisor  willfully   breaches  or  neglects  the  duties
                    required to be performed hereunder.

          (B)  By Advisor. On the occurrence of any one of the following events:

               (i)  If the Company  breaches this Agreement or fails to make any
                    payments or provide information required hereunder; or,

               (ii) In the  event  the  Company  has its  Bankruptcy  Proceeding
                    converted  into a Chapter 7  liquidation,  or if the Company
                    has a Plan of Reorganization confirmed which is submitted by
                    a  third  party  resulting  in the  sale  or  issuance  of a
                    controlling  interest  or  substantially  all of its capital
                    stock to such third party; or,

                                                      - 23 -

<PAGE>

               (iii)If any of the  disclosures  made in the  schedules  filed by
                    the Company in its Bankruptcy Proceeding, or any disclosures
                    made herein or subsequent  hereto by the Company to Advisor,
                    are determined to be materially false or misleading.

         In the  event  Advisor  elects  to  terminate  without  cause,  or this
         Agreement is terminated prior to the expiration of the Primary Term, or
         any Extension Period,  by mutual  agreement,  or by the Company for the
         reasons  set forth above in A(i) and (ii),  the  Company  shall only be
         responsible  to  pay  Advisor  for  unreimbursed  expenses,  Bonus(es),
         Finders  Fees  and any  other  fees  accrued  up to and  including  the
         effective date of  termination.  If this Agreement is terminated by the
         Company for any other reason,  or by Advisor,  for cause or reasons set
         forth in B(i)  through  (v) above,  Advisor  shall be  entitled  to any
         outstanding unpaid portion of reimbursable  expenses and Finder's Fees.
         The Company  shall pay Advisor for  unreimbursed  expenses,  Bonus(es),
         Finders Fees and other fees accrued up to and  including  the effective
         date  of  termination,  and the  balance  of the  Advisory  Fee for the
         remainder  of the  unexpired  portion  of the  applicable  term  of the
         Agreement.

13.      Indemnification

         Subject to the  provisions  herein,  the Company  and Advisor  agree to
         indemnify,  defend and hold each other  harmless  from and  against all
         demands,  claims,  actions,  losses,  damages,  liabilities,  costs and
         expenses,   including  without  limitation,   interest,  penalties  and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either  party  by  reason  of  or  resulting   from  a  breach  of  any
         representation,  warranty,  covenant,  condition,  or  agreement of the
         other party to this Agreement.

14.      Remedies

         Advisor  and the Company  acknowledge  that in the event of a breach of
         this  Agreement by either party,  money damages would be inadequate and
         the  non-breaching   party  would  have  no  adequate  remedy  at  law.
         Accordingly,  in the event of any controversy  concerning the rights or
         obligations  under this Agreement,  such rights or obligations shall be
         enforceable  in a court of equity by a decree of specific  performance.
         Such remedy,  however,  shall be cumulative and non-exclusive and shall
         be in  addition  to any  other  remedy  to  which  the  parties  may be
         entitled.

15.      Miscellaneous

         (A)      Subsequent  Events.  Advisor  and the  Company  each  agree to
                  notify  the  other  party if,  subsequent  to the date of this
                  Agreement,   either  party  incurs   obligations  which  could
                  compromise its efforts and obligations under this Agreement.

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

         (C)      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
                  Agreement.

                                                      - 24 -

<PAGE>

          (D)  Waiver. Any failure of any party to this Agreement to comply with
               any of its obligations,  agreements,  or conditions hereunder may
               be waived in  writing  by the  party to whom such  compliance  is
               owed.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or non-compliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or non- compliance.

          (E)  Assignment.  Neither this  Agreement  nor any right created by it
               shall be  assignable  by either party  without the prior  written
               consent of the other.

          (F)  Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly  given  when  delivered  in person to an  officer of the
               other  party,  when  deposited  in the  United  States  mails for
               transmittal by certified or registered mail, postage prepaid,  or
               when deposited with a public  telegraph  company for transmittal,
               or when sent by facsimile transmission charges prepared, provided
               that the communication is addressed:

                  (i)      In the case of the Company:

                           Yes Clothing Co.
                           1380 W. Washington Blvd.
                           Los Angeles, CA  90007
                           Telephone:       (213) 765-7800
                           Facsimile:       (213) 742-0526

                  (ii)     In the case of Advisor:

                           NuVen Advisors, Inc.
                           6337 So. Highland Drive
                           Salt Lake City, Utah  84121
                           Telephone:       (801) 277-8755
                           Telefax:         (801) 277-8755

                  (iii)    With copy to:

                           NuVen Capital L.P.
                           4695 MacArthur Court, Suite 530
                           Newport Beach, California  92660
                           Telephone:       (714) 833-5358
                           Telefax:         (714) 833-7854


                  or to such other  person or address  designated  in writing by
                  the Company or Advisor to receive notice.

                                                      - 25 -

<PAGE>

          (G)  Headings.  The section and subsection  headings in this agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

          (H)  Governing  Law.  This  Agreement  was  negotiated  and  is  being
               contracted  for in the State of Nevada,  and shall be governed by
               the  laws  of  the   State   of   Nevada,   notwithstanding   any
               conflict-of-law provision to the contrary.

          (I)  Binding Effect.  This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties,  their respective
               heirs, administrators, executors, successors, and assigns.

          (J)  Entire  Agreement.  This Agreement  contains the entire agreement
               between  the  parties  hereto  and  supersedes  any and all prior
               agreements,  arrangements,  or understandings between the parties
               relating  to the  subject  matter  of  this  Agreement.  No  oral
               understan dings, statements, promises, or inducements contrary to
               the  terms  of  this   Agreement   exist.   No   representations,
               warranties,  covenants, or conditions,  express or implied, other
               than as set forth herein, have been made by any party.

          (K)  Severability.  If any  part of this  Agreement  is  deemed  to be
               unenforceable  the balance of the Agreement  shall remain in full
               force and effect.

          (L)  Counterparts.  A facsimile,  telecopy,  or other  reproduction of
               this  Agreement  may be  executed  simultaneously  in two or more
               counterparts,  each of which shall be deemed an original, but all
               of which together shall  constitute one and the same  instrument,
               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. In this event,  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.

          (M)  Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the date above written.

                                        "Advisor"

                                        /s/  NUVEN ADVISORS, INC.
                                        ---------------------------------------
                                             NuVen Advisors, Inc.
                                             a Nevada corporation

                                        The "Company"

                                        /s/  YES CLOTHING CO.
                                        ---------------------------------------
                                             Yes Clothing Co.

                                                      - 26 -

<PAGE>

                                  EXHIBIT 10 D

                    CONSULTING AGREEMENT WITH RICHARD O. WEED

         This agreement is between Yes Clothing Co.  ("Client") whose address is
1380 West Washington  Boulevard,  Los Angeles,  California  90007 and Richard O.
Weed,  Archer & Weed whose address is 4695 MacArthur  Court,  Suite 530, Newport
Beach, California 92660.

         Richard O. Weed has agreed to provide  legal  services  to Client  with
respect to any and all legal matters or special projects  referred to Richard O.
Weed by Client from time to time.  This  agreement  is made in advance as to the
conditions and guidelines that will govern the relationship between the parties.

         To  protect  both  of the  parties  and  to  comply  with  professional
obligations,  we have  already  discussed  with  each  other  and  resolved  any
potential  conflicts of interest  with present or former  clients.  The services
which  Richard O. Weed will provide  shall be in  accordance  with the following
terms and conditions:

Professional Fees

         Fees will be based  upon the  reasonable  value of  Richard  O.  Weed's
services as  determined in accordance  with the American Bar  Association  Model
Code  of  Professional  Responsibility  and the  California  &  Texas  Rules  of
Professional  Conduct.  Fees will be based on the rates  charged  by  Richard O.
Weed.

         Richard O. Weed's rate is $200 per hour. It is anticipated  that Client
and Richard O. Weed will agree on a fixed fee for special  projects from time to
time. The fixed fee  arrangements  for the special  project  related to Client's
bankruptcy is as follows:

         Subject to the approval hereof by the Bankruptcy Court, Richard O. Weed
shall provide professional services related to the preparation and filing of any
schedules,  statement  of  affairs  and  plan  of  reorganization  which  may be
required;  provide  representation of the Client at the meeting of creditors and
confirmation   hearing,   and  any  adjourned  hearings  thereof;   and  provide
representation  of the  Client in  adversary  proceedings  and  other  contested
bankruptcy matters. Richard O. Weed shall be paid 800,000 shares of the Client's
common  stock.  Client  has  agreed to  promptly  register  such  block of stock
pursuant to Form S-8 at its own expense.

                                                      - 27 -

<PAGE>

Costs and Expenses

         Client  understands  that in the  course of  representation,  it may be
necessary for Richard O. Weed to incur  certain  costs or expenses.  Client will
reimburse  Richard O. Weed for certain costs or expenses  actually  incurred and
reasonably  necessary for completing the assigned matter, as long as the charges
for costs and expenses are  competitive  with other sources of the same products
or  services.  More  particularly,  Client  will,  subject to  Bankruptcy  Court
approval, reimburse Richard O. Weed in accordance with the following guidelines:

     1.  Computer-Related  Expenses - Client will reimburse  Richard O. Weed for
computerized research and research services.  However, any charges over $500 per
month will require approval.  Client also encourages  Richard O. Weed to utilize
computer  services that will enable Richard O. Weed to more  efficiently  manage
the projects.

     2.  Travel -  Client  will  reimburse  Richard  O.  Weed  for  expenses  in
connection  with out of town travel.  However,  Client will only  reimburse  for
economy class travel and, where  necessary,  for the reasonable cost of a rental
car. All related travel expenses,  i.e.,  lodging and meals,  must be reasonable
under the circumstances.

     3. Filing Fees & Court  Costs - Client will  reimburse  Richard O. Weed for
expenses  incurred in connection  with filing fees and court costs,  if any, but
will not be responsible for sanctions or penalties imposed due to the conduct of
Richard O. Weed.

Billing

         All bills will  include a summary  statement  of the kinds of  services
rendered  during the relevant  period.  Client expects that Richard O. Weed will
maintain back-up documentation for all expenses.

Involvement of Client

         Client expects to be kept closely involved with the progress of Richard
O. Weed's services in this matter.  Richard O. Weed will keep Client apprised of
all material  developments  in this matter,  and, in the case of  litigation  or
administrative   proceedings,   will  provide  sufficient  notice  to  enable  a
representative to attend meetings, conferences,  hearings and other proceedings.
A copy of all correspondence in the course of Richard O. Weed's services will be
forwarded to Client.

         There may be times when Richard O. Weed will need to obtain information
from  Client.  All  requests  for  access  to  documents,  employees,  or  other
information  shall be granted without  unreasonable  delay. At the conclusion of
this matter, all documents obtained shall be returned upon request.

                                                      - 28 -

<PAGE>

Termination

         Client shall have the right to terminate  Richard O. Weed's  engagement
by written  notice at any time.  Richard O. Weed has the same right to terminate
this engagement,  subject to an obligation to give Client  reasonable  notice to
permit it to obtain  alternative  representation  or  services  and  subject  to
applicable  ethical  provisions.  Richard  O. Weed will be  expected  to provide
reasonable  assistance  in effecting a transfer of  responsibilities  to the new
firm.

Dated:    January 14, 1998

Client
Yes Clothing Co.

By:  /s/       Guy Anthome
     -----------------------------
     Name:     Guy Anthome
     Title:    CEO and Director

Archer & Weed

By:  /s/       Richard O. Weed
     -----------------------------
     Name:     Richard O. Weed
     Title:    Special Project Counsel

                                                      - 29 -

<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

                                                      - 30 -

<PAGE>

                                  EXHIBIT 24.2

                   CONSENT OF GROBSTEIN, HORWATH & COMPANY LLP



     The Company has a balance due and owing to its auditors, Grobstein, Horwath
     & Company LLP. As a result,  the Company's  auditors are withholding  their
     consent.  At this time there are no  disagreements  between the Company and
     its auditors other than the balance due and owing regarding  accounting and
     disclosure issues,  audit scope, or procedure with respect to its financial
     statements for its fiscal years ending March 31, 1997 and 1996. 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.

                                                      - 31 -
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT DATED 3/11/98", "secsgml_size_bytes": 73602}]
{"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": "333-48025", "film-number": "98566535"}, "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 March 11, 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 Guy Anthome, Jon L. Lawver,
                     Nuven Advisors Inc. and Richard O. Weed
                            (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-8:031198.FS8]
CALCULATION OF REGISTRATION FEE

                                                      Proposed       Proposed
                                     Amount of         Maximum        Maximum
                                      Shares          Offering       Aggregate         Amount of
       Title of Securities             to be          Price Per      Offering        Registration
        to be Registered            Registered        Share(1)       Price(1)             Fee
--------------------------------  ---------------  -------------- --------------- ----------------
No par value common stock             600,000          $0.06          $36,000           $3.42
No par value common stock             150,000          $0.06          $9,000             $.86
No par value common stock             500,000          $0.06          $30,000           $2.85
No par value common stock             800,000          $0.06          $48,000           $4.56
                          TOTALS     2,050,000          N/A          $123,000           $11.69
Total Number of Pages: 31
                                                   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-8:031198.FS8]
PROSPECTUS

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

                        2,050,000 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
2,050,000 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 600,000 shares of Common Stock are being sold to Guy
Anthome,  who is an "affiliate" 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 March 11, 1998

                                                        [YES\FORMS-8:031198.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-8:031198.FS8]
TABLE OF CONTENTS

                                                                         Page

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...............................................7
   Indemnification of Officers and Directors...............................8

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

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

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

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.............................8

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.........................8

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED................................9

ITEM 8. EXHIBITS...........................................................9

ITEM 9. UNDERTAKINGS.......................................................10

SIGNATURES.................................................................12

EXHIBIT INDEX..............................................................13

                                                        [YES\FORMS-8:031198.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 2,050,000  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-8:031198.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 and
does not have a substantial interest in the registrant, but will receive 800,000
shares of common stock pursuant to this registration statement.

         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.

                                                        [YES\FORMS-8:031198.FS8]
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

         None.

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.

                                                        [YES\FORMS-8:031198.FS8]
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. Consulting Agreement with Guy Anthome
               B. Consulting Agreement with Jon L. Lawver
               C. Consulting Agreement with NuVen Advisors Inc.
               D. Consulting Agreement with Richard O. Weed

          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.

                                                        [YES\FORMS-8:031198.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.

         (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

                                                        [YES\FORMS-8:031198.FS8]
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-8:031198.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 11th day of March,
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
 -----------        -----------------------       --------------
                    Chief Executive Officer       March 11, 1998
 Guy Anthome        and Director

                                                        [YES\FORMS-8:031198.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.  Consulting Agreement with Guy Anthome              16
                    B.  Consulting Agreement with Jon L. Lawver            18
                    C.  Consulting Agreement with NuVen Advisors Inc.      20
                    D.  Consulting Agreement with Richard O. Weed          27
24.1           Consent of Richard O. Weed to Use of Opinion                30
24.2           Consent of Grobstein, Horwath & Company LLP.                31

                                                        [YES\FORMS-8:031198.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

WRITERS DIRECT NUMBER
(714) 475-9088

March 12, 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
ACompany@),  in  connection  with that certain Form S-8  registration  statement
dated March 11,  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:

         1. 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.

         2.  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,

         3. 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 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

                      CONSULTING AGREEMENT WITH GUY ANTHOME

                                   GUY ANTHOME
                            1380 W. Washington Blvd.
                             Los Angeles, CA. 90007

January 22, 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 Guy Anthome,  ("Anthome"),  pursuant to which Anthome agrees
to  serve  the  Company  in  the  capacity  as  Chief  Executive   Officer  (the
"Services").

In return for the  Services  rendered,  upon  execution  of this  Agreement  the
Company  hereby  agrees  to  pay  Anthome  a  monthly  fee  of  Twelve  Thousand
($12,000.00),  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 approval of this
Agreement by the Bankruptcy Court. At Anthome'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 Anthome  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 agreement and understandings  between the
Company and Anthome, written or oral, prior to the date hereof
Yes Clothing Co.
January 22, 1998
Page 2

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

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/      Guy Anthome
----------------------------------
         Guy Anthome

APPROVAL AND ACCEPTANCE

READ AND  ACCEPTED  this  27th  day of  January  1998,  with an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

By:      /s/   Guy Anthome
   -------------------------------
     Name:     Guy Anthome
     Title:    Chief Executive Officer
EXHIBIT 10 B

                     CONSULTING AGREEMENT WITH JON L. LAWVER

                                  JON L. LAWVER
                                 1004 Via Romero
                           Palos Verdes Est, CA. 90274

January 22,1998

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 Jon L. Lawyer,  ("Lawver"),  pursuant to which Lawver agrees
to serve the Company in the capacity as Secretary (the "Services").

In return for the  Services  rendered,  upon  execution of this  Agreement,  the
Company hereby agrees to pay Lawyer a monthly fee of Three Thousand ($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 approval of this
Agreement by the Bankruptcy  Court. At Lawyer'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 Lawver  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 agreement and understandings  between the
Company and Lawver, written or oral, prior to the date hereof.
Yes Clothing Co.
January 22, 1998
Page 2

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

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/  Jon L. Lawver
   -------------------------------
Name:     Jon L. Lawver

APPROVAL AND ACCEPTANCE

READ AND  ACCEPTED  this  27th  day of  January  1998,  with an  effective  date
retroactive to the date services were first performed for the Company.

YES CLOTHING CO.

By:  /s/       Guy Anthome
   -------------------------------
     Name:     Guy Anthome
     Title:    Chief Executive Officer
EXHIBIT 10 C

                  CONSULTING AGREEMENT WITH NUVEN ADVISORS INC.

                        ADVISORY AND MANAGEMENT AGREEMENT

         THIS ADVISORY AND MANAGEMENT AGREEMENT  ("Agreement") is made this 21st
day of January 1998, by and between NuVen  Advisors,  Inc. a Nevada  corporation
("Advisor")  with offices at 6337 So.  Highland Dr.,  Suite 319, Salt Lake City,
Utah 84121 and Yes Clothing  Co., a California  corporation  with its  principal
offices at 1380 W. Washington Blvd., Los Angeles, CA 90007 (the "Company").

         WHEREAS,  Advisor  and  Advisor's  Personnel  (as  defined  below) have
experience in evaluating and effecting  financial  reorganizations,  mergers and
acquisitions,  and in performing general administrative duties for publicly-held
companies and development stage investment ventures; and

         WHEREAS,    the   Company,    which   is    currently    operating   as
Debtor-In-Possession  pursuant to a Voluntary  Petition  under Chapter 11 of the
U.S. Bankruptcy Code, Case No. LA97-58144AA, desires to retain Advisor to advise
and assist the Company in its  reorganization  on the terms and  conditions  set
forth below.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1.       Engagement

         Subject to the requisite  approval hereof by the Bankruptcy  Court, the
         Company  hereby  retains   Advisor,   effective  the  date  hereof  and
         continuing  through  the  Primary  Term  (as  defined  below)  of  this
         Agreement,   to  assist  the   Company  in  the   formulation   of  its
         reorganization,  the  redevelopment of its clothing  business,  and the
         evaluation of pertinent economic, statistical, financial and other data
         related to potential acquisitions (collectively,  the "Services").  The
         Services  are to be  provided  through  Advisor's  officers  or  others
         employed or retained  and under the  direction  of Advisor  ("Advisor's
         Personnel").  Advisor  agrees to use its best  efforts to  provide  the
         Services;  provided, however, that the Services shall expressly exclude
         efforts to obtain  financing  for the Company and legal or other advice
         which  require  licenses or  certification  which Advisor and Advisor's
         Personnel may not have.

2.       Term

         This Agreement shall have an initial term of the greater of (a) one (1)
         year, or (b) the pendency of the Company's  Bankruptcy  Proceeding (the
         "Primary  Term").  At the conclusion of the Primary Term this Agreement
         will  automatically  be  extended  on an annual  basis (the  "Extension
         Period") unless Advisor or the Company's Board of Directors shall elect
         and serve

                                                      - 20 -
written notice on the other party terminating the Agreement. Any notice
         to terminate given hereunder shall be in writing and shall be delivered
         at least  ten (10)  days  prior to the end of the  Primary  Term or any
         subsequent Extension Period.

3.       Time and Effort of Advisor

         Advisor  shall  allocate  up to 20 hours per month,  as  necessary,  to
         provide the Services.  The particular  amount of time may vary from day
         to day or week to week.  In the event  Advisor's  time in providing the
         Services  exceeds  20 hours in any given  month,  Advisor  may bill the
         Company for such  additional time or subtract such additional time from
         that which is to be provided in future months.

         Except as otherwise agreed, Advisor's monthly statement identifying, in
         general,  tasks performed for the Company shall be conclusive  evidence
         that the Services have been performed.  Additionally, in the absence of
         willful  misfeasance,  bad faith,  negligence or reckless disregard for
         the  obligations or duties  hereunder by Advisor,  neither  Advisor nor
         Advisor's  Personnel  shall be liable to the  Company or any of its any
         shareholders  for any act or  omission  in the course of, or  connected
         with, rendering the Services,  including but not limited to losses that
         may be sustained as a result of advice provided by Advisor or Advisor's
         Personnel in any corporate act, or in a merger, asset purchase or sale,
         business combination, or financing transaction (individually, "Business
         Opportunity),  undertaken by the Company or where the Company  provides
         capital for an interest or rights to such business opportunity.

4.       Compensation

         The Company  agrees to pay Advisor,  as  compensation  for the Services
         rendered,  a  monthly  fee  equal to Ten  Thousand  Dollars  ($10,000),
         payable  quarterly in advance  ("Advisory Fee"), plus a bonus ("Bonus")
         payable when Advisor's Personnel are requested by the Company to assist
         in or supervise the closing of any Business Opportunity.  The value and
         form of  consideration  of such  Bonus  shall be  determined  by mutual
         agreement  between  Advisor  and  the  Company  at the  time  Advisor's
         assistance is requested.

         The Advisory Fee and Bonus, subject to the conditions set forth herein,
         may be paid in shares of the Company's  common stock  computed at fifty
         percent  (50%) of the market  value of such shares on the date  Advisor
         agrees to accept such  shares.  "Market  Value" for the purpose of this
         Agreement  shall mean the thirty  (30) day moving  average bid price of
         such shares.

         The Company and Advisor  acknowledge  that in the event  Advisor,  as a
         result  of this  Agreement,  receives  shares of the  Company's  common
         stock,  it may be considered  an affiliate  subject to Section 16(b) of
         the  Securities  Exchange Act of 1934 (the "`34 Act").  In this regard,
         the  Company  and  Advisor  agree  that for  purposes  of any  "profit"
         computation  under Section 16(b) of the `34 Act the price paid for such
         shares is equal to the value of the  services  rendered in exchange for
         the Advisory Fee or Bonus.

5.       Other Services

         If, as a result of  providing  the  Services or  otherwise,  Advisor is
         successful in introducing a Business  Opportunity  which is acquired or
         in which the Company  participates  in some fashion,  or if the Company
         enters  into a joint  venture,  merger or  reverse  acquisition  with a
         Business

                                                      - 21 -
Opportunity   introduced   by  Advisor   (collectively,   a   "Business
         Combination")  then, in addition to the Advisory Fee but in lieu of the
         Bonus set forth herein,  Advisor  shall be entitled to an  introduction
         fee ("Finder's  Fee").  The Finder's Fee shall be equal to five percent
         (5%) of the value of each Business  Combination and shall be payable at
         the close of each and every transaction in cash, notes, or stock of the
         Company,  or other  consideration  as the parties shall mutually agree.
         Such  agreement  as to the make-up of the Finder's Fee shall be reduced
         to writing prior to the execution of a definitive agreement between the
         Company  and  the  joint   venturers   or  sellers  of  such   Business
         Combination.  Failing to reach an  agreement  as to the make-up of such
         Finder's Fee, the Company  agrees that such fee shall consist solely of
         cash.  In the  event  that the  Finder's  Fee  contains  shares  of the
         Company's  capital  stock  ("Finders  Fee  Shares"),  unless  otherwise
         mutually  agreed  between the  parties in  writing,  the number of such
         shares shall be  determined  by dividing five percent (5%) of the value
         of the  Business  Combination  transaction  by the Market  Value of the
         Company's  shares  on the  date  of  the  execution  of the  definitive
         agreement  relative  to  such  Business  Combination,   or  any  public
         announcement  related to such  transaction,  whichever  is the  earlier
         date.

6.       Registration of Shares

         No later than thirty (30) days  following  the date of an event  giving
         rise to the  obligation  by the Company to issue Finder Fee Shares,  or
         the agreement by Advisor to accept the Company's shares in lieu of cash
         in satisfaction of the Advisory Fee or Bonus, the Company will register
         such shares with the Securities  and Exchange  Commission on a Form S-8
         or other applicable registration  statement,  and it shall maintain the
         effectiveness of such registration statement at all times while Advisor
         holds such shares.  At Advisor's  sole  discretion,  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.   Failing  to  register   any  such   shares,   or  maintain  the
         effectiveness of any applicable  registration  statement,  as set forth
         herein,  the Company shall satisfy any accrued  Advisory Fee,  Bonus or
         Finders Fee in cash.

7.       Costs and Expenses

         All third party and  out-of-pocket  expenses,  filing fees,  copy,  and
         mailing expenses incurred by Advisor in the performance of the Services
         are the responsibility of the Company and shall be paid by the Company,
         or reimbursed  to Advisor,  within ten (10) days, of receipt of written
         notice by Advisor; provided,  however, that the Company must approve in
         advance all expenses in excess of $500 per month.

8.       Place of Services

         The Services provided by Advisor or Advisor's  Personnel hereunder will
         be performed at Advisor's  offices except as otherwise  mutually agreed
         by Advisor and the Company.

9.       Independent Contractor

         Advisor and Advisor's  Personnel will act as an independent  contractor
         in the  performance  of its duties under this  Agreement.  Accordingly,
         Advisor  will be  responsible  for payment of all federal,  state,  and
         local taxes on compensation paid under this Agreement, including income
         and social security taxes,  unemployment insurance, and any other taxes
         due relative to Advisor's  Personnel,  and any and all business license
         fees as may be required. This Agreement neither expressly nor

                                                      - 22 -
impliedly  creates a relationship  of principal and agent,  or employee
         and employer,  between  Advisor's  Personnel  and the Company.  Neither
         Advisor  or  Advisor's  Personnel  are  authorized  to  enter  into any
         agreements on behalf of the Company.  The Company expressly retains the
         right to  approve,  in its sole  discretion,  each and  every  Business
         Combination introduced by Advisor, and to make all final decisions with
         respect to activities undertaken by Advisor related to this Agreement.

10.      Rejected Business Combinations

         If,  during  the term of this  Agreement,  the  Company  elects  not to
         proceed to acquire any Business Combination  identified and/or selected
         by Advisor or others,  notwithstanding the time and expense the Company
         may have incurred reviewing such Business Combination, Advisor shall be
         entitled to acquire or submit such Business  Combination  elsewhere and
         Advisor shall be entitled to any and all profits or fees resulting from
         Advisor's purchase, referral or placement of such Business Combination.

11.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between the Company and Advisor, or employee and
         employer as between Advisor's Personnel and the Company.

12.      Termination

         The  Company  and Advisor may  terminate  this  Agreement  prior to the
         expiration  of the Primary  Term with mutual  written  consent and upon
         thirty  (30) days  written  notice.  Failing  to have  mutual  consent,
         without  prejudice to any other remedy to which the  terminating  party
         may be entitled, if any, either party may terminate this Agreement upon
         thirty (30) days written  notice with cause and without  penalty  under
         the following conditions:

          (A)  By the Company.  On the  occurrence  of any one of the  following
               events:

               (i)  If during the term of this  Agreement,  Advisor is unable to
                    provide  the  Services  as set forth  herein for thirty (30)
                    consecutive business days because of illness,  accident,  or
                    other incapacity of Advisor's Personnel; or,

               (ii) If  Advisor  willfully   breaches  or  neglects  the  duties
                    required to be performed hereunder.

          (B)  By Advisor. On the occurrence of any one of the following events:

               (i)  If the Company  breaches this Agreement or fails to make any
                    payments or provide information required hereunder; or,

               (ii) In the  event  the  Company  has its  Bankruptcy  Proceeding
                    converted  into a Chapter 7  liquidation,  or if the Company
                    has a Plan of Reorganization confirmed which is submitted by
                    a  third  party  resulting  in the  sale  or  issuance  of a
                    controlling  interest  or  substantially  all of its capital
                    stock to such third party; or,

                                                      - 23 -
(iii)If any of the  disclosures  made in the  schedules  filed by
                    the Company in its Bankruptcy Proceeding, or any disclosures
                    made herein or subsequent  hereto by the Company to Advisor,
                    are determined to be materially false or misleading.

         In the  event  Advisor  elects  to  terminate  without  cause,  or this
         Agreement is terminated prior to the expiration of the Primary Term, or
         any Extension Period,  by mutual  agreement,  or by the Company for the
         reasons  set forth above in A(i) and (ii),  the  Company  shall only be
         responsible  to  pay  Advisor  for  unreimbursed  expenses,  Bonus(es),
         Finders  Fees  and any  other  fees  accrued  up to and  including  the
         effective date of  termination.  If this Agreement is terminated by the
         Company for any other reason,  or by Advisor,  for cause or reasons set
         forth in B(i)  through  (v) above,  Advisor  shall be  entitled  to any
         outstanding unpaid portion of reimbursable  expenses and Finder's Fees.
         The Company  shall pay Advisor for  unreimbursed  expenses,  Bonus(es),
         Finders Fees and other fees accrued up to and  including  the effective
         date  of  termination,  and the  balance  of the  Advisory  Fee for the
         remainder  of the  unexpired  portion  of the  applicable  term  of the
         Agreement.

13.      Indemnification

         Subject to the  provisions  herein,  the Company  and Advisor  agree to
         indemnify,  defend and hold each other  harmless  from and  against all
         demands,  claims,  actions,  losses,  damages,  liabilities,  costs and
         expenses,   including  without  limitation,   interest,  penalties  and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either  party  by  reason  of  or  resulting   from  a  breach  of  any
         representation,  warranty,  covenant,  condition,  or  agreement of the
         other party to this Agreement.

14.      Remedies

         Advisor  and the Company  acknowledge  that in the event of a breach of
         this  Agreement by either party,  money damages would be inadequate and
         the  non-breaching   party  would  have  no  adequate  remedy  at  law.
         Accordingly,  in the event of any controversy  concerning the rights or
         obligations  under this Agreement,  such rights or obligations shall be
         enforceable  in a court of equity by a decree of specific  performance.
         Such remedy,  however,  shall be cumulative and non-exclusive and shall
         be in  addition  to any  other  remedy  to  which  the  parties  may be
         entitled.

15.      Miscellaneous

         (A)      Subsequent  Events.  Advisor  and the  Company  each  agree to
                  notify  the  other  party if,  subsequent  to the date of this
                  Agreement,   either  party  incurs   obligations  which  could
                  compromise its efforts and obligations under this Agreement.

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

         (C)      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
                  Agreement.

                                                      - 24 -
(D)  Waiver. Any failure of any party to this Agreement to comply with
               any of its obligations,  agreements,  or conditions hereunder may
               be waived in  writing  by the  party to whom such  compliance  is
               owed.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or non-compliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or non- compliance.

          (E)  Assignment.  Neither this  Agreement  nor any right created by it
               shall be  assignable  by either party  without the prior  written
               consent of the other.

          (F)  Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly  given  when  delivered  in person to an  officer of the
               other  party,  when  deposited  in the  United  States  mails for
               transmittal by certified or registered mail, postage prepaid,  or
               when deposited with a public  telegraph  company for transmittal,
               or when sent by facsimile transmission charges prepared, provided
               that the communication is addressed:

                  (i)      In the case of the Company:

                           Yes Clothing Co.
                           1380 W. Washington Blvd.
                           Los Angeles, CA  90007
                           Telephone:       (213) 765-7800
                           Facsimile:       (213) 742-0526

                  (ii)     In the case of Advisor:

                           NuVen Advisors, Inc.
                           6337 So. Highland Drive
                           Salt Lake City, Utah  84121
                           Telephone:       (801) 277-8755
                           Telefax:         (801) 277-8755

                  (iii)    With copy to:

                           NuVen Capital L.P.
                           4695 MacArthur Court, Suite 530
                           Newport Beach, California  92660
                           Telephone:       (714) 833-5358
                           Telefax:         (714) 833-7854

                  or to such other  person or address  designated  in writing by
                  the Company or Advisor to receive notice.

                                                      - 25 -
(G)  Headings.  The section and subsection  headings in this agreement
               are inserted for convenience only and shall not affect in any way
               the meaning or interpretation of this Agreement.

          (H)  Governing  Law.  This  Agreement  was  negotiated  and  is  being
               contracted  for in the State of Nevada,  and shall be governed by
               the  laws  of  the   State   of   Nevada,   notwithstanding   any
               conflict-of-law provision to the contrary.

          (I)  Binding Effect.  This Agreement shall be binding upon the parties
               hereto and inure to the benefit of the parties,  their respective
               heirs, administrators, executors, successors, and assigns.

          (J)  Entire  Agreement.  This Agreement  contains the entire agreement
               between  the  parties  hereto  and  supersedes  any and all prior
               agreements,  arrangements,  or understandings between the parties
               relating  to the  subject  matter  of  this  Agreement.  No  oral
               understan dings, statements, promises, or inducements contrary to
               the  terms  of  this   Agreement   exist.   No   representations,
               warranties,  covenants, or conditions,  express or implied, other
               than as set forth herein, have been made by any party.

          (K)  Severability.  If any  part of this  Agreement  is  deemed  to be
               unenforceable  the balance of the Agreement  shall remain in full
               force and effect.

          (L)  Counterparts.  A facsimile,  telecopy,  or other  reproduction of
               this  Agreement  may be  executed  simultaneously  in two or more
               counterparts,  each of which shall be deemed an original, but all
               of which together shall  constitute one and the same  instrument,
               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. In this event,  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.

          (M)  Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
on the date above written.

                                        "Advisor"

                                        /s/  NUVEN ADVISORS, INC.
                                        ---------------------------------------
                                             NuVen Advisors, Inc.
                                             a Nevada corporation

                                        The "Company"

                                        /s/  YES CLOTHING CO.
                                        ---------------------------------------
                                             Yes Clothing Co.

                                                      - 26 -
EXHIBIT 10 D

                    CONSULTING AGREEMENT WITH RICHARD O. WEED

         This agreement is between Yes Clothing Co.  ("Client") whose address is
1380 West Washington  Boulevard,  Los Angeles,  California  90007 and Richard O.
Weed,  Archer & Weed whose address is 4695 MacArthur  Court,  Suite 530, Newport
Beach, California 92660.

         Richard O. Weed has agreed to provide  legal  services  to Client  with
respect to any and all legal matters or special projects  referred to Richard O.
Weed by Client from time to time.  This  agreement  is made in advance as to the
conditions and guidelines that will govern the relationship between the parties.

         To  protect  both  of the  parties  and  to  comply  with  professional
obligations,  we have  already  discussed  with  each  other  and  resolved  any
potential  conflicts of interest  with present or former  clients.  The services
which  Richard O. Weed will provide  shall be in  accordance  with the following
terms and conditions:

Professional Fees

         Fees will be based  upon the  reasonable  value of  Richard  O.  Weed's
services as  determined in accordance  with the American Bar  Association  Model
Code  of  Professional  Responsibility  and the  California  &  Texas  Rules  of
Professional  Conduct.  Fees will be based on the rates  charged  by  Richard O.
Weed.

         Richard O. Weed's rate is $200 per hour. It is anticipated  that Client
and Richard O. Weed will agree on a fixed fee for special  projects from time to
time. The fixed fee  arrangements  for the special  project  related to Client's
bankruptcy is as follows:

         Subject to the approval hereof by the Bankruptcy Court, Richard O. Weed
shall provide professional services related to the preparation and filing of any
schedules,  statement  of  affairs  and  plan  of  reorganization  which  may be
required;  provide  representation of the Client at the meeting of creditors and
confirmation   hearing,   and  any  adjourned  hearings  thereof;   and  provide
representation  of the  Client in  adversary  proceedings  and  other  contested
bankruptcy matters. Richard O. Weed shall be paid 800,000 shares of the Client's
common  stock.  Client  has  agreed to  promptly  register  such  block of stock
pursuant to Form S-8 at its own expense.

                                                      - 27 -
Costs and Expenses

         Client  understands  that in the  course of  representation,  it may be
necessary for Richard O. Weed to incur  certain  costs or expenses.  Client will
reimburse  Richard O. Weed for certain costs or expenses  actually  incurred and
reasonably  necessary for completing the assigned matter, as long as the charges
for costs and expenses are  competitive  with other sources of the same products
or  services.  More  particularly,  Client  will,  subject to  Bankruptcy  Court
approval, reimburse Richard O. Weed in accordance with the following guidelines:

     1.  Computer-Related  Expenses - Client will reimburse  Richard O. Weed for
computerized research and research services.  However, any charges over $500 per
month will require approval.  Client also encourages  Richard O. Weed to utilize
computer  services that will enable Richard O. Weed to more  efficiently  manage
the projects.

     2.  Travel -  Client  will  reimburse  Richard  O.  Weed  for  expenses  in
connection  with out of town travel.  However,  Client will only  reimburse  for
economy class travel and, where  necessary,  for the reasonable cost of a rental
car. All related travel expenses,  i.e.,  lodging and meals,  must be reasonable
under the circumstances.

     3. Filing Fees & Court  Costs - Client will  reimburse  Richard O. Weed for
expenses  incurred in connection  with filing fees and court costs,  if any, but
will not be responsible for sanctions or penalties imposed due to the conduct of
Richard O. Weed.

Billing

         All bills will  include a summary  statement  of the kinds of  services
rendered  during the relevant  period.  Client expects that Richard O. Weed will
maintain back-up documentation for all expenses.

Involvement of Client

         Client expects to be kept closely involved with the progress of Richard
O. Weed's services in this matter.  Richard O. Weed will keep Client apprised of
all material  developments  in this matter,  and, in the case of  litigation  or
administrative   proceedings,   will  provide  sufficient  notice  to  enable  a
representative to attend meetings, conferences,  hearings and other proceedings.
A copy of all correspondence in the course of Richard O. Weed's services will be
forwarded to Client.

         There may be times when Richard O. Weed will need to obtain information
from  Client.  All  requests  for  access  to  documents,  employees,  or  other
information  shall be granted without  unreasonable  delay. At the conclusion of
this matter, all documents obtained shall be returned upon request.

                                                      - 28 -
Termination

         Client shall have the right to terminate  Richard O. Weed's  engagement
by written  notice at any time.  Richard O. Weed has the same right to terminate
this engagement,  subject to an obligation to give Client  reasonable  notice to
permit it to obtain  alternative  representation  or  services  and  subject  to
applicable  ethical  provisions.  Richard  O. Weed will be  expected  to provide
reasonable  assistance  in effecting a transfer of  responsibilities  to the new
firm.

Dated:    January 14, 1998

Client
Yes Clothing Co.

By:  /s/       Guy Anthome
     -----------------------------
     Name:     Guy Anthome
     Title:    CEO and Director

Archer & Weed

By:  /s/       Richard O. Weed
     -----------------------------
     Name:     Richard O. Weed
     Title:    Special Project Counsel

                                                      - 29 -
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

                                                      - 30 -
EXHIBIT 24.2

                   CONSENT OF GROBSTEIN, HORWATH & COMPANY LLP

     The Company has a balance due and owing to its auditors, Grobstein, Horwath
     & Company LLP. As a result,  the Company's  auditors are withholding  their
     consent.  At this time there are no  disagreements  between the Company and
     its auditors other than the balance due and owing regarding  accounting and
     disclosure issues,  audit scope, or procedure with respect to its financial
     statements for its fiscal years ending March 31, 1997 and 1996. 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.

                                                      - 31 -