EXHIBIT 4.3
CONSULTING AGREEMENT WITH A.R. XXXXX & ASSOCIATES, INC.
DATED JANUARY 11, 1996
ARW
A.R. XXXXX & ASSOCIATES
Corporate Imaging - Broker Relations - Media Planning
BBS and Complete Internet Access
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered
into this 11th day of January, 1996, by and between A.R. Xxxxx &
Associates, Inc., a Colorado corporation (the "Consultant"),
whose principal place of business is 00000 X. Xxxxxxx Xxxxxx, #X-
000, Xxxxxx, Xxxxxxxx 00000 and North Lily Mining Company, a Utah
corporation (the "Client") whose principal place of business is
0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000.
WHEREAS
1. The Consultant is willing and capable of providing on
_best efforts_ basis various consulting and financial public
relations services for and on behalf of the Client in connection
with the Client's interactions with broker-dealers, shareholders
and members of the general public.
2. The Client desires to retain the Consultant as an
independent consultant and the Consultant desires to be retained
in that capacity upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Consulting Services. The Client hereby retains the
Consultant as an independent consultant to the Client and the
Consultant hereby accepts and agrees to such retention. The
Consultant shall render to the Client such services of an
advisory or consultive nature in order to inform the brokerage
community, and the general public concerning financial relations
matters relating to the Client and its business. It is the
intention of the parties that the Consultant will gather all
publicly available information relating to the Client and confer
with officers and directors of the Client in an effort to
consolidate the information obtained in summary form for
dissemination to interested parties. It is intended that the
Consultant will then distribute such information concerning the
Client to registered representatives of broker-dealers and other
person(s) who the Consultant determines, in its sole discretion,
are capable of effectively disseminating such information to the
general public. The Consultant will not provide any investment
advice or recommendations regarding the Client or anyone; rather,
the Consultant will focus on contacting persons, generally via
telephone communications and person-to-person meetings, in order
to familiarize them with
information concerning the Client which the Consultant has
collected and is otherwise available to the general public.
Performance of the consulting services described herein shall be
accomplished by the Consultant.
2. Time, Place and Manner of Performance. The Consultant shall
be available for advice and counsel to the officers and directors
of the Client at such reasonable and convenient times and places
as may be mutually agreed upon. Consultant agrees to devote at
least 50% of the time and efforts of each of its employees to the
performance of its obligations under this Agreement through May
31, 1996.
3. Term of Agreement. The term of this Agreement shall be from
the date hereof until May 31, 1996 subject; however, to prior
termination as herein provided.
4. Compensation. In consideration for the services to be
provided for the Client by the Consultant, the Client hereby
agrees to compensate the Consultant by issuing to the Consultant
200,000 (pre-rollback) shares of the Client's common stock
pursuant to an S-8 Registration as follows:
a. Client agrees to issue Consultant 25,000 shares of the
Client's common stock as soon as possible prior to January 31,
1996 pursuant to an S-8 Registration.
b. Client agrees pursuant to an S-8 Registration to issue
Consultant an additional 25,000 shares by February 28, 1996, and
an additional 50,000 shares by March 31, 1996, and a final
100,000 shares by May 31, 1996, all provided Client is reasonably
satisfied with Consultant's ongoing performance (post rollback
issuances will be one-tenth the above numbers).
5. Expenses. The Client shall reimburse the Consultant on
demand for all reasonable expenses and other disbursements,
including but not limited to, travel, entertainment, mailing,
printing and postage, incurred by the Consultant on behalf of the
Client in connection with the performance of the consulting
services pursuant to this Agreement. Expenses and disbursements
in excess of $100.00 shall have the Client's prior approval.
6. Termination. This Agreement may be terminated at any time
after March 1, 1996 by Client without cause but only with 30 days
advance written notice.
7. Disclosure of Information. The Consultant recognizes and
acknowledges that it has and will have access to certain
confidential information of the Client and its affiliates that
are valuable, special and unique assets and property of the
Client and such affiliates.
The Consultant will not, during or after the term of this
Agreement, disclose, without the prior written consent or
authorization of the Client any such information to any person,
except to authorized representatives of the Consultant or its
affiliates, for any reason or purpose whatsoever. In this
regard, the Client agrees that such authorization or consent to
disclosure may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision of
statute, rule, regulation, or procedure under which the
confidentiality of the information is maintained in the hands of
the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order of administrative
process.
8. Nature of Relationship. It is understood and acknowledged by
the parties that the Consultant is being retained by the Client
in an independent capacity unless the Client shall have otherwise
consented in writing, not to enter into any agreement or incur
any obligation on behalf of the Client.
9. Conflict of Interest. The Consultant shall be free to
perform services for other persons, provided however, Consultant
shall devote at least 50% of its
time and efforts to the performance of its obligations
under the Agreement. The Consultant will notify Client in
writing of its performance of consulting services for any other
person which would conflict with its obligation under this
Agreement. Upon receiving such notice, the Client may terminate
this Agreement or consent to the Consultant's outside consulting
services, failure to terminate this Agreement shall constitute
the Client's ongoing consent to the Consultant's outside
consulting activities.
10. Indemnification for Securities Law Violations. The Client
agrees to indemnify and hold harmless the Consultant and each
officer, director or controlling person of the Consultant against
any losses, claims, damages, liabilities and/or expenses
(including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in respect
thereof) to which the Consultant or such officer, director or
controlling person may become subject under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, because of actions including misrepresentations of the
Client or of its agent(s) (except Consultant).
The Consultant agrees to indemnify and hold harmless the Client
and each officer, director or controlling person of the Client
against any losses, claims, damages, liabilities and/or expenses
(including any legal or other expenses reasonably incurred in
investigating or defending any action or claim in respect
thereof) to which the Client or such officer, director or
controlling person may become subject under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as
amended, because of actions including misrepresentations of the
Consultant or its agent(s).
11. Notices. Any notices required or permitted to be given
under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the
principal office of each party.
12. Waiver of Breach. Any waiver by the Consultant of a breach
of any provision of this Agreement by the Client shall not
operate or be construed as a waiver of any subsequent breach by
the Client.
13. Assignment. This Agreement and the rights and obligations
of the parties hereunder shall inure to the benefit of and shall
be binding upon their successors and assigns.
14. Applicable Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits
and special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State of Colorado and
that in any action, special proceeding or other proceeding that
may be brought arising out of, in connection with or by reason of
this Agreement, the laws of the State of Colorado shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
15. Severability. All agreements and covenants contained herein
are severable, and in the event any of them shall be held to be
invalid by any competent court, the Agreement shall be
interpreted as if such invalid agreements or covenants were not
contained herein.
16. Entire Agreement. This Agreement constitutes and embodies
the entire understanding and agreement of the parties and
supersedes and replaces all prior understandings, agreements and
negotiations between the parties.
17. Waiver and Modification. Any waiver, alteration or
modification of any of the provisions of this Agreement shall be
valid only if made in writing and signed by the parties hereto.
Each party, from time to time, may waive any of its rights
hereunder without effecting a waiver with respect to the
subsequent occurrences or transactions hereof.
18. Counterpart. This Agreement may be executed in
counterparts, each of which shall be deemed an original but both
of which taken together shall constitute but one and the same
document.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above
written.
CONSULTANT CLIENT
A.R. Xxxxx & Associates, Inc. North Lily Mining
Company
By: By:
President President
/s/ Xxxxxx X. Xxxxxxxx /s/ W. Xxxx Xxxx
Xxxxxx X. Xxxxxxxx W. Xxxx Xxxx
