FINANCIAL CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 1st day
of July 1997 by and between, Park Street Investments, Inc. ("Consultant"), a
Utah corporation and Flexweight Corporation ("Client"), a Kansas 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 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 U.S 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 10K and 10Q as necessary;
b. in restructuring Client's capital formation through a reverse
split, re-authorization of debt and equity; in preparing and
filing proxy material and in obtaining shareholder votes on
corporate matters.
c. in prospecting for, negotiating with and structuring a merger or
business combination with a potential reorganization candidate
("Reorganization Candidate").
d. in finding an attorney to provide any necessary legal assistance
and opinions as required or if requested;
e. to maintain Client's corporate books and records
f. to assist Client in the preparation of corporate resolutions, and
other correspondencies necessary to fulfill its obligations under
this Agreement.
g. in funding 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. At closing time of a reorganization between Client and a
Reorganization Candidate, Client shall issue to Consultant, shares
of its common stock in an amount not to exceed fifteen percent
(15%) 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.
b. Consultant shall also be entitled to any cash fee that it is able
to achieve from the reorganization candidate.
c. All shares issued to Consultant pursuant to 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. Due Diligence
Client shall supply and deliver to Consultant all information as may be
reasonably requested by Consultant to enable Consultant to make an
investigation of the Client and its business prospects, and they shall make
available to Consultant names, addresses, and telephone numbers as
Consultant may need to verify or substantiate any such information
provided.
5. 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.
6. 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.
7. 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.
Flexweight Corporation
/s/ Xxxxx Xxxxxxx Date: July 1, 1997
Xxxxx Xxxxxxx, President
Park Street Investments, Inc.
/s/ Xxx Xxxxx Date: July 1, 1997
Xxx Xxxxx, President
