EXHIBIT 4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
this 8th day of December, 1995, by and between HAYDEN FINANCIAL CORP, INC., a
Florida corporation, hereinafter referred to as the "Consultant" and GOLDEN
BEAR ENTERTAINMENT, D/B/A WHITESTONE INDUSTRIES INC. (WHST), a Delaware,
Corporation, hereinafter referred to as the "Company."
WHEREAS, the Consultant is desirous of being engaged by the Company,
and the Company has agreed to engage the Consultant upon certain term and
conditions contained in this Agreement, one of which is the execution of this
Agreement by Consultant;
WHEREAS, the Consultant, by virtue of the Consultant's relationship
with the Company has become familiar with the business of WHITESTONE INDUSTRIES
INC.;
WHEREAS, the Company requires investment banking services and the
Company desires to employ Consultant to provide such services.
NOW, THEREFORE, in consideration of the mutual agreements herein made,
the Company and the Consultant do hereby agree as follows:
1. ENGAGEMENT. The Company hereby engages the Consultant on a
nonexclusive basis and the Consultant hereby accepts such engagement upon the
terms and conditions hereinafter set forth.
2. TERM. The Term of this Agreement shall begin upon execution
of this Agreement and terminate 12 months thereafter.
3. COMPENSATION. As the Consultant's compensation for services
provided under this Agreement, the Company shall pay the Consultant a fee of
2,500,000 (two million five hundred thousand) pre-split shares or 250,000 (two
hundred fifty thousand) post-split shares of unrestricted S-8 Common Stock in
the Company.
4. TIME FOR COMPENSATION. Said stock to be issued by Company
on a best efforts basis on or before Feb. 1, 1996.
5. SERVICES OF THE CONSULTANT. The Consultant shall provide
consulting services in any or all of the following areas:
(a) identification, evaluation, structuring, negotiating
and closing of business acquisitions, consolidations, mergers and strategic
alliance.
(b) technical and analytical consulting concerning
management, marketing, corporate organization and structure, and expansion
of services.
6. REPRESENTATION AND INDEMNIFICATION OF COMPANY.
(a) Company shall be deemed to make a continuing
representation of the accuracy of any and all material facts, material
information, and data which it supplies to Consultant and the Company
acknowledges its awareness that Consultant will rely on such continuing
representation in disseminating such information and otherwise performing its
investor relations functions.
(b) Consultant, in the absence of notice from the
Company, will rely on continuing accuracy of material, information, and data
supplied by the Company.
(c) Company hereby authorizes Consultant to issue, in
Consultant's sole discretion, corrective, amendatory, supplemental, or
explanatory press releases, shareholder communications and reports, or data
supplied to analysts, broker/dealers, market makers, other members of the
financial community.
(d) Company hereby agrees to indemnify Consultant
against, and to hold the Consultant harmless from, any claims, demands, suits,
loss, damages, etc. arising out of the Consultants reliance upon the accuracy
and continuing accuracy of such facts, material information and data, unless
Consultant has been grossly negligent in fulfilling his duties and obligations
hereunder.
(e) Company hereby agrees to indemnify Consultant
against, and to hold Consultant harmless from, any claims, demands, suits, loss,
damages, etc., arising out of Consultant's reliance upon the general
availability of information supplied to Consultant and Consultant's ability to
promulgate such information, unless Consultant has been negligent in fulfilling
his duties.
7. REPRESENTATION AND INDEMNIFICATION BY CONSULTANT.
(a) Consultant shall devote time and effort in
performing services hereunder as is reasonably required and at reasonable times.
(b) Consultant agrees that it will not release or
disseminate any information pertaining to the Company or its shareholders
without providing Company with an advance copy thereof and obtaining
authorization for such release.
(c) Consultant hereby agrees to indemnify Company
against, and to hold harmless from, any claims, demands, suits, losses and
damages arising out of any inaccurate statement or misrepresentation provided
that such indemnification shall not pertain to any information provided by or
attributable to Company.
8. TERMINATION. This Agreement may not be terminated by either
party prior to the expiration of the term except as follows:
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(a) upon the bankruptcy of either party;
(b) upon either party having or applying a receiver
appointed for all or a substantial part of such
parties assets or business;
(c) upon a material breach by either party;
(d) upon the assignment of this Agreement by either
party;
(e) upon the death of Consultant;
(f) no such termination shall affect the receipt of
consideration therefore received by Consultant.
9. SELECTION OF ENTITIES. Consultant, in its sole and absolute
discretion, shall hire, retain, or employ such individuals, corporations,
partnerships or other entity or entities to perform services as Consultant
deems necessary for per nuance of obligations hereunder.
10. COSTS AND EXPENSES. All costs, expenses and compensation that
Consultant shall incur as a result of the aforementioned services on behalf of
Company shall be the sole responsibility of Consultant.
11. PARTIES RELATIONSHIP. Consultant shall not by reason of this
Agreement or the performance of duties hereunder, unless otherwise agreed to
between the parties, be or be deemed to be, an employee, agent, partner,
co-venturer or controlling person of Company. Consultant shall have no power to
enter into any agreement on behalf of or otherwise bind Company. Consultant
shall not have or be deemed to have, any fiduciary obligation or duties to
Company and is not an agent to Company. Neither party to this Agreement is
intended to have any interest in the business or property of the other.
12. ASSIGNABILITY. This contract is not assignable by Consultant
but shall be assignable by Company in connection with the sale, transfer or
other disposition of its business or to any of Company's affiliates controlled
by or under common control with Company.
13. HOLD HARMLESS. Company agrees to indemnify, defend, save and
hold harmless Consultant and its agents from and against any and all claims,
losses, damages, liabilities or expenses related to, growing out of or arising
from:
(a) Any representation based on facts, material
information and data made by Company and relied upon by Consultant;
(b) Any service provided to or by Consultant pursuant
to this Agreement.
14. SEVERABILITY. If any part of this Agreement is adjudged
invalid, illegal, or unenforceable, the remaining parts shall be enforceable.
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15. PARAGRAPH HEADINGS. The headings of the paragraphs contained
in this Agreement are for convenience only, and are not to be considered a part
of this Agreement or used in determining its content or context.
16. LAW. Any dispute between Consultant and Company involving
the interpretation or application of any provision of this Agreement shall be
governed by the Laws of the State of Florida. Venue will be in Palm Beach
County, Florida.
17. OTHER AGREEMENTS. The parties represent that no other
agreement, oral or written, exists between them. This Agreement sets forth the
entire Agreement between the parties hereto and cannot be modified or
supplemented orally.
18. NOTICES. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing and if sent by certified mail,
return receipt requested, to the principal office of the party to be so
notified.
19. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute but one Agreement.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bond,
have executed this Agreement on the date above.
HAYDEN FINANCIAL GROUP, INC.
/s/ Xxxxxx Xxxxxxxx
-------------------------------------------
BY: XXXXXX XXXXXXXX
GOLDEN BEAR ENTERTAINMENT D/B/A
WHITESTONE INDUSTRIES INC.
/s/ XXXXXX XX
-------------------------------------------
BY: XXXXXX X. XX
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RELEASE OF CONTRACT CLAIM
Know all Men by These Presents, that HAYDEN FINANCIAL CORP., a Florida
corporation of 00000 Xxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxx 00000, for the sum of
$10.00 (ten dollars) and other valuable consideration, the receipt of which is
hereby acknowledged, does hereby, for himself and his heirs, executors,
administrators and personal representatives, release and forever discharge
WHITESTONE INDUSTRIES INC., their heirs, executors, administrators and personal
representatives, from any and all manner of claims, demands, damages, causes of
action or suits that he might have or that might subsequently accrue to him by
reason of the contracts titled "CONSULTING AGREEMENT" entered into on or about
DECEMBER 8, 1995, by and between HAYDEN FINANCIAL CORP. and WHITESTONE
INDUSTRIES INC.
DATED DECEMBER 8, 1995
HAYDEN FINANCIAL CORP.
/s/ Xxxxxx X. Xxxxxxxx
---------------------------
BY: Xxxxxx X. Xxxxxxxx
President
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