Exhibit B
SC 13D dated July 10, 0000
Xxxx Xxxxxx Investments, Inc./ CIK 0000893845
FINANCIAL CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective
this 5th day of March 1998 by and between, Park Street
Investments, Inc. ("Consultant"), a Utah corporation and HYTK
Industries, Inc. ("Client"), a Nevada corporation with respect to
the following:
RECITALS
WHEREAS, Consultant is in the business of providing general
business consulting services to privately held and publicly held
corporations; and
WHEREAS, Client desires to retain Consultant to provide
advice relative to corporate and business consulting services.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises,
covenants, and agreements contained herein, and for other good
and valuable consideration, the receipt and adequacy of which is
expressly acknowledged, Client and Consultant agree as follows:
1. Engagement of Consultant. Consultant agrees to use its best
efforts to assist Client:
a. and counsel of Client relative to the steps necessary
to prepare Client for a merger, acquisition or
business combination ("Reorganization"). This
includes, but is not limited to, facilitating efforts
to cause Client's corporate status with the state to be
in good standing and to maintain its standing as so
during the term of this Agreement; in the negotiations
for potential settlement of Client's outstanding debts
and litigation; in preparing financial statements and
obtaining an audit on the financial statements in
accordance with US GAAP standards by an accounting firm
with SEC peer review; in preparing and filing other
documents with the necessary regulatory bodies as is
required by law, including, but not limited to,
preparing and filing Forms 10-K and 10-Q as necessary;
b. in prospecting for, negotiating with and structuring a
merger or business combination with a potential
reorganization candidate ("Reorganization Candidate").
c. in finding an attorney to provide any necessary legal
assistance and opinions as required or if requested;
d. to maintain Client's corporate books and records and to
assist Client in the preparation of corporate
resolutions, and other correspondences necessary to
fulfill its obligations under this Agreement, including
Board and shareholder resolutions, resignations and
appointments;
e. in paying for all of the costs for the above.
All of the foregoing services collectively are referred to
herein as the "Consulting Services."
2. Compensation Client shall compensate Consultant for
consulting services ("Consulting Services") rendered
pursuant to this Agreement as follows:
a. Client shall issue to Consultant, 2,000,000 restricted
shares of its Common Stock valued at $0.001 par value.
b. Client shall issue to Consultant, shares of its common
stock in an amount not to exceed ten percent (10%) of
the total issued and outstanding shares of Client which
amount is to be based on the total issued and
outstanding shares of Client after a Reorganization
between Client and a Reorganization Candidate.
c. Consultant shall also be entitled to any cash fee that
it is able to achieve from the reorganization
candidate.
d. All shares issued to Consultant pursuant to Section
2(b) of this Agreement shall be registered under
section S-8 of the Securities and Exchange Act. If
Consultant's shares are deemed restricted under the
Act, such shares shall have "piggy back" registration
rights with any registration statement, such statement
filed at such time as Client, in its sole discretion,
deems advisable.
3. Term of Agreement, Extensions and Renewals
This Agreement shall have a term of two years (the "Initial
Consulting Period") from the date first appearing herein.
This Agreement may be extended on a month to month basis
(the "Extension Period") by mutual agreement of the parties
executed in writing specifying the compensation for the
Extension Period. This Agreement may also be terminated
when a Reorganization is completed and Consultant is
compensated as described in this Agreement.
Notwithstanding the above in this paragraph, in the event of
early termination, Client shall be obligated for any amounts
due under this agreement. Such notice of either extension
or termination shall be in writing and shall be delivered
via U.S. certified mail, when applicable, effective ten (10)
days after delivery to the other party.
4. Best Efforts Basis
Consultant agrees that it will at all times faithfully, to
the best of its experience, ability and talents, perform all
the duties that may be required of and from Consultant
pursuant to the terms of this Agreement. Consultant does
not guarantee that its efforts will have any impact on the
Clients' business or that any subsequent financial
improvement will result from Consultants' efforts. Client
understands and acknowledges that the success or failure of
Consultants' efforts will be predicated on the Clients'
assets and operating results.
5. Independent Legal and Financial Advice
Consultant is not a law firm; neither is it an accounting
firm. Consultant does, however, employ professionals in
those capacities to better enable Consultant to provide
Consulting Services. Client represent that they have not
nor will they construe any of the Consultants'
representations to be statements of law. Each entity has
and will continue to seek the independent advice of legal
and financial counsel regarding all material aspects of the
transactions contemplated by this Agreement, including the
review of all documents provided by Consultant to Client and
all opportunities Consultant introduces to Client.
6. Miscellaneous
a. The execution and performance of this Agreement has
been duly authorized by all requisite individual or
corporate actions and approvals and is free of conflict
or violation of any other individual or corporate
actions and approvals entered into jointly and
severally by the parties hereto. This Agreement
represents the entire Agreement between the parties
hereto, and supersedes any prior agreements with
regards to the subject matter hereof. This Agreement
may be executed in any number of facsimile counterparts
with the aggregate of the counterparts together
constituting one and the same instrument. This
Agreement constitutes a valid and binding obligation of
the parties hereto and their successors, heirs and
assigns and may only be assigned or amended by written
consent from the other party.
b. No term of this Agreement shall be considered waived
and no breach excused by either party unless made in
writing. In the event that any one or more of the
provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions
of this Agreement, and this Agreement shall be
constructed as if it never contained any such invalid,
illegal or unenforceable provisions. From time to
time, each party will execute additional instruments
and take such action as may be reasonably requested by
the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
c. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of
Utah and any dispute arising out of this Agreement
shall be brought in a court of competent jurisdiction
in Salt Lake County, Utah. If any action is brought to
enforce or interpret the provisions of this Agreement,
the prevailing party shall be entitled to recover
reasonable attorneys' fees, court costs, and other
costs incurred in proceeding with the action from the
other party.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date herein above written.
HYTK Industries, Inc.
Xxx Xxxxx, President
Park Street Investments, Inc.
Xxx Xxxxx, President
