抗議雙重代理（1）
VIA REGULAR INTERNATIONAL MAIL
May 18, 2004
Mr. Johnson Smith, Esq.
Baker & Smith, P.C.
620 - 5th Avenue
New York, N.Y. 10002
The United States of America
RE: American Eagle, Inc. v. Zhonghua Enterprises Co., Ltd.
Dear Mr. Smith:
This letter will confirm our telephone conversation on Monday, May 17, 2004,
regarding your firm’s representation of plaintiff American Eagle, Inc. in connection
with the above-captioned matter.
As discussed in our telephone conversation, my client, Zhonghua Enterprises Co.,
Ltd., has requested that your law firm, Baker & Smith, P.C., withdraw from
representing plaintiff American Eagle, Inc. in connection with the above-captioned
matter. Ample records indicate that Zhonghua Enterprises retained your law firm in
connection with a contract dispute, which is ongoing and for which your firm has
billed Zhonghua Enterprises over USD $100,000 as of this date.
Despite your representation of Zhonghua Enterprises in this contract matter, your firm
is also acting as counsel for plaintiff American Eagle in the above-described action
against Zhonghua Enterprises in the United States District Court for the Southern
District of New York. We believe that this constitutes a conflict of interest for your
law firm.
Indeed, your law firm did not disclose nor did it seek a waiver from Zhonghua
Enterprises regarding your representation of American Eagle. I am further advised
that Mr. Fred Cohen, Esquire, whose name appears as counsel on behalf of American
Eagle in the above-captioned case, also has performed legal work for Zhonghua
Enterprises in connection with the contract matter. Thus, it appears that the conflict
was known or certainly should have been known.
In writing this letter and stating our position concerning your firm’s conflict of
interest, I am relying upon general principles of ethics rules, particularly as they apply
in the United States. Despite our strong belief that your representation of plaintiff in

the above-captioned action creates a conflict of interest, if you are aware of any U.S.
authority to the contrary, I would certainly be willing to consider it.
I understand that you will advise me promptly regarding your firm’s decision to
voluntarily withdraw from representing plaintiff in the above-captioned case.
Although I am authorized to file a motion to disqualify, I am hopeful that your firm
will agree to withdraw voluntarily.
Sincerely,
Zhang, Wang & Lee, L.L.P.
Deguang Zhang, Esq.

抗議雙重代理（2）
VIA REGULAR INTERNATIONAL MAIL
May 18, 2004
Mr. Johnson Smith, Esq.
Baker & Smith, P.C.
620 - 5th Avenue
New York, N.Y. 10002
The United States of America
Re: China Trade Promotion, Inc. v. American Eagle, Inc.
Dear Mr. Smith:
This law firm has been retained by China Trade Promotion, Inc. (China Trade) in
connection with matters arising out of one Exclusive License Agreement, which is the
subject of the above-captioned litigation.
It is my understanding that you formerly served as legal counsel to China Trade in
various matters, including but not limited to drafting the aforesaid Exclusive License
Agreement with American Eagle, Inc.; that you simultaneously served as counsel to
both China Trade and American Eagle, Inc., for some period of time; and that you
currently serve as counsel to American Eagle, Inc.
I am writing to advise you of China Trade’s position that your continued
representation of American Eagle, Inc., in any capacity, constitutes a conflict of
interest and a breach of your fiduciary duties and other legal obligations to China
Trade. As former counsel to China Trade, you are in possession of China Trade’s
confidential and proprietary information and trade secrets, as well as other
information revealed to you under the attorney-client privilege. Accordingly, your
current and continued representation of American Eagle, Inc., which is a licensee of
China Trade and an adverse party in the above litigation, constitutes a conflict of
interest under the Cannons of Ethics and Disciplinary Rules of the American Bar
Association.
Moreover, pursuant to the same rules, your withdrawal as counsel is required because
you are a potential witness, and possibly even a third-party defendant, in connection
with the above litigation.
For all these reasons, China Trade demands that you immediately withdraw as counsel
in any capacity whatsoever to American Eagle, Inc. Please be advised that China
Trade also expects you to abide by your ethical and legal obligations regarding the
protection of China Trade’s confidential and proprietary information, trade secrets,

and other communications and information disclosed to you within the context of the
attorney-client privilege.
If you have any questions, please do not hesitate to contact me.
Sincerely,
Zhang, Wang & Lee, L.L.P.
Deguang Zhang, Esq.