EXHIBIT 99.0
MAS FINANCIAL CORP.
0000 X. Xxxxxxxx Xx. Tel: (000) 000-0000
Xxxxxxxxxx, XX 00000 Fax: (000) 000-0000
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CONSULTING AGREEMENT
This Agreement is entered into on this 9th day of March, 1999 by and
between MAS Financial Corp. (hereinafter referred to as "MAS"), and
CoalCorp Pty. Ltd. and Xxxxxx Xxxx Subloo, their heirs, designees or
assignees, (hereinafter collectively referred to as "Client"), and
is made with reference to the following recitations:
Whereas, MAS has skills and expertise in the fields of business
consulting, due diligence, mergers and acquisitions, and public and
private offering structuring and transactions, and,
Now, therefore, the parties hereto hereby agree and covenant as
follows:
(1) MAS agrees to do all of the following acts:
* Name Change and New Stock Certificates
* Change of officers and directors and resignation of present board
* 15C211 prepared and filed with NASD.
* Arrange for a merger transaction with the Acquisition company.
* Obtain CUSIP number.
* Obtain a stock symbol for trading on the OTC Bulletin Board.
* Furnish Market Maker.
* Any other document or act needed to complete the merger transaction.
(2) Client agrees to pay MAS a total of $11,000 on following schedule:
* US$5,000 prior to filing of form 15C211 with NASD
* US$1,500 quarterly consulting fee payable March 1, 1999.
* US$1,500 quarterly consulting fee payable June 1, 1999.
* US$1,500 quarterly consulting fee payable September 1, 1999.
* US$1,500 quarterly consulting fee payable December 1, 1999
(3) MAS is not rendering legal or accounting advise to Client. Each party
is responsible for all of it's own professional, legal, accounting,
Broker-Dealer, and consulting fees as they may apply to each party.
(4) Should Client terminate this transaction for any reason other than the
malfeasance or nonperformance of MAS prior to the acquisition of the
Acquisition company, all monies paid to MAS up until that point shall be
retained by MAS as liquidated damages. The parties agree to the
reasonableness of these liquidated damages. All documents and work
product prepared for or on behalf of Client by MAS up until that point
shall become the property of the Client.
(5) This agreement shall be governed by the laws of the State of Indiana
in any dispute. The parties agree to the jurisdiction of the Courts of
the State of Indiana and the United States District Court for the Southern
District of Indiana as the forums for the resolution of any legal disputes
between the parties. Client agrees to pay court costs, attorney fees in a
reasonable amount, and interest on any unpaid balances at the judgment rate
then in effect in the State of Indiana should it become necessary for MAS
to engage in legal action to recover any portion of the stock sold or any
other fees from Client.
(6) Neither party may assign this Agreement without the prior written
consent of the other party, which consent shall not be unreasonably withheld.
However, MAS may requires up to 180 days to perform due diligence on any
assignee of Client, and may reject any assignee not qualified by MAS.
(7) This documents contains the entire agreement between the parties hereto.
No oral or other representation or warranty has been given to Client by MAS,
and this agreement controls over any and all oral representations made by
any party to this transaction. This agreement may only be modified by a
writing, signed by the parties.
(8) Each party agrees to execute all of the documents and do all of the
things necessary to effectuate the purpose of this agreement, without
delay or limitations.
Accepted and Agreed: Accepted and Agreed:
/s/ Xxxxx Xxxx /s/ Xxxxxx X. Subloo
_____________________________ ___________________________
MAS Financial Corp. MAS Acquisition VI Corp.
By: Xx. Xxxxx Xxxx, President By: Xx. Xxxxxx X. Subloo,
Chief Executive Officer
/s/ Xxxxxx X. Subloo
___________________________
Xx. Xxxxxx X. Subloo
Mailing Address: Mailing Address:
MAS Financial Corp. MAS Acquisition VI Corp.
0000 X. Xxxxxxxx Xx. 00 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 Xxxxxx XXX. 0000
Xxxxxxxxx
Xx. Xxxxxx X. Subloo
X.X. Xxx 000X
Xxxxxxxxx, Xxxxxx XXX. 0000
Xxxxxxxxx
