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EXHIBIT 99.1
BUSINESS CONSULTANT AGREEMENT
THIS BUSINESS CONSULTANT AGREEMENT ("Agreement") is entered into
effective December 01, 1997, between METALLINE MINING COMPANY, INC., a
Nevada corporation, with its principal offices located at 0000 Xxxxxxxx
Xxxxx, xxxxx 000 Xxxxx x'Xxxxx, Xxxxx 00000 (hereinafter referred to as
the "Company"), and XXXXX X. XXXXX, consultant, with his principal
offices located at 000 Xxxxxx Xx., Xxxxxxxxx, XX 83864) (hereinafter
"CONSULTANT").
1. Consulting Services
The Company hereby engages CONSULTANT to perform the financial
consulting and public relations services listed below on the terms and
conditions set forth in this Agreement.
(a) Review the business operations of potential transaction
candidates;
(b) Meet with the appropriate shareholder groups in an
effort to resolve any valuation differences;
(c) Initiate and negotiate on behalf of the Company to
explore potential transactions which may involve either a merger into
public company shell or initial public
offering of equity;
(d) Analyze and evaluate the projected financial performance
of the Company;
(e) Assist in the formulation of a strategy for discussions
with and the presentation of a transaction proposal to any interested
parties;
(f) As mutually agreed, advise the Company regarding
alternative financing structures (including bridge loans) with which to
effect a transaction;
(g) Assist in negotiation of letters of intent and
definitive purchase or financing agreements with any interested parties
and their advisors;
(h) Provide, as deemed appropriate by CONSULTANT, additional
financial advisory services related to a transaction.
The Company acknowledges that CONSULTANT cannot provide any
guaranty or assurances that the Company will be successful in
completing any transaction of the types set forth above, as they are
subject to numerous factors which are beyond the control of CONSULTANT,
including, but not limited to, market conditions, results of operations
of the Company, industry trends and underwriter interest.
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Company acknowledges that CONSULTANT is not a registered broker-
dealer and that CONSULTANT cannot, and shall not be required hereunder
to, engage in the offer or sale of securities on behalf of the Company.
While CONSULTANT has relationships and contact with various investors,
broker-dealers, and investment funds, Consultant's participation in the
actual offer or sale of the Company securities shall be limited to that
of an advisor to the Company and a "finder" of investors, broker-
dealers and funds. The Company acknowledges and agrees that the
solicitation and consummation of any purchases of the Company's
securities shall be handled by the Company or one or more NASD member
firms engaged by the Company for such purpose.
2. Terms of Agreement
The term of this Agreement shall commence on the date hereof and
shall continue for a period of Thirty-six (36) months.
3. Consideration to CONSULTANT
3.1 The Company shall pay the CONSULTANT 3000 S-8 shares per
month. In the event the S-8 share exemption is not available the
Company shall accrue a debt of the unissued shares. CONSULTANT may at
his sole option leave the share debt accrue or elect to have shares
subject to rule 144 restriction issued in lieu of waiting for the
Company to qualify for the issue S-8 shares.
3.2 Expenses incurred by CONSULTANT in performing services
under this Agreement will be reimbursed at cost within fifteen (15)
days of receipt of an invoice at the offices of the Company.
3.3 (a) The Company agrees to grant to CONSULTANT, upon
execution of this Agreement, an option to purchase One Hundred Thousand
(1000,000) shares of the Company's Common Stock, $.01 par value ("Common
Stock") at an initial exercise price of Seventy five Cents ($.75) per
share, subject to adjustment in certain events, with a term of five (5)
years, pursuant to the terms of an Option Agreement in the form
attached hereto as Exhibit "A". ** Issued prior to execution.** /s/ jr
- written in -
3.4 As additional consideration for the services of
CONSULTANT, the Company agrees to indemnify and hold harmless
CONSULTANT and each of its officers, directors, agents, employees and
controlling persons (collectively "Indemnified Persons") to the fullest
extent permitted by law, from and against any and all losses, claims,
damages, expenses (including reasonable fees, disbursements and other
charges of counsel), actions, proceedings or investigations (whether
formal or informal), or threats thereof (all of the foregoing being
hereinafter referred to as "Liabilities"), based upon, relating to or
arising out of Consultant's engagement hereunder, including, but not
limited to Liabilities arising in connection with the dissemination of
information about the Company or the Company's business, whether in any
presentation, in person, through the mails or otherwise; provided,
however, that the Company shall not be liable under this paragraph to
the extent that it is finally judicially determined that such
Liabilities resulted primarily from the willful misconduct or gross
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negligence of the Indemnified Person seeking Indemnification. In
connection with the Company's obligation to indemnify for expenses as
set forth above, the Company further agrees to reimburse each
Indemnified Person for all expenses (including reasonable fees,
disbursements and other charges of counsel) as they are incurred by
such Indemnified Person; provided, however, that if an Indemnified
person is reimbursed hereunder for any expenses, the amount so paid
shall be refunded if and to the extent it is finally judicially
determined that the Liabilities in question resulted primarily from the
willful misconduct or gross negligence of such Indemnified Person.
4. Miscellaneous
4.1 Further Actions. At any time and from time to time,
each party agrees, at its or his expense, to take such actions and to
execute and deliver such documents as may be reasonably necessary to
effectuate the purposes of this Agreement.
4.2 Entire Agreement Modification. This Agreement sets
forth the entire understanding of the parties with respect to the
subject matter hereof and supersedes all existing agreements among them
concerning such subject matter, and may be modified only by a written
instrument duly executed by the party to be bound.
4.3 Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed
by certified mail, return receipt requested (or by the most nearly
comparable method if mailed from or to a location outside of the United
States), or delivered against receipt to the party to whom it is to be
given at the address of such party set forth in the preamble to this
Agreement (or to such other address as the party shall have furnished
in writing in accordance with the provisions of this Section). Any
notice given to any corporate party shall be addressed to the attention
of the Corporation Secretary. Any notice of other communication given
by certified mail (or by such comparable method) shall be deemed given
at the time of certification thereof (or comparable act), except for a
notice changing a party's address which will be deemed given at the time
of receipt thereof.
4.4 Waiver. Any waiver by any party of a breach of any
provision of this Agreement shall not operate as or be construed to be
a waiver of any other breach of that provision or of any of any other
provision of this Agreement. The failure of a party to insist upon
strict adherence to any term of this Agreement on one or more occasions
will not be considered a waiver or deprive that party of the right
thereafter to insist upon strict adherence to that term or any other
term of this Agreement. Any waiver must be in writing and, in the case
of a corporate party, be authorized by a resolution of the board of
directors or by an officer of the waiving party.
4.5 Binding Effect. The provisions of this Agreement shall
be binding upon the inure to the benefit of the Company and CONSULTANT
and their respective successors and assigns; provided, however, that
nay assignment by any party of its rights under this Agreement without
the written consent of the other party shall be void.
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4.6 Severability. If any provisions of this Agreement are
invalid, illegal, or unenforceable, the balance of this Agreement shall
remain in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to any other
persons and circumstances.
4.7 Headings. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
4.8 Counterparts: Governing Law. This Agreement may be
executed in any number of counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the
same instrument. It shall be governed by and construed in accordance
with the laws of the State of Idaho, without giving effect to conflict
of laws.
4.9 Attorney's Fees. In the event of a dispute with respect
to this Agreement, the prevailing party shall be entitled to its
reasonable attorney's fees and other costs and expenses incurred in
litigating or otherwise resolving or settling such dispute.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first set forth above.
METALLINE MINING COMPANY, INC.
A Nevada corporation
By: /s/ Xxxx X. Xxxx 12/31/97
Xxxx Xxxx, Vice President
CONSULTANT
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
