EXHIBIT "A"
SETTLEMENT AGREEMENT
This Settle Agreement ("Agreement") is made effective this 30th day of
November 1998, by and between, Park Street Investments, Inc. ("Consultant"), a
Utah corporation with offices located at 0000 X 0000 X Xxxxx 000, Xxxxx, Xxxx
00000 and Nugget Exploration, Inc. ("Client"), a Nevada Corporation with
offices located at 000 Xxxxx Xxxxxx Xx. Xxxxxx, Xxxxxxx 00000 with respect to
the following:
RECITALS
WHEREAS, Consultant and Client entered into a consulting agreement dated
March 5, 1998 ("Consulting Agreement") whereby Consultant was to provide a
variety of consulting services ("Consulting Services") to client in exchange
for certain consideration as specified in such Consulting Agreement which is
attached herewith as Exhibit "A".
WHEREAS, Consultant performed certain services to Client and not others
and Client wishes to enter into a separate contract with other parties for the
performance of the services not performed by Consultant under the Consulting
Agreement and for additional services; and
WHEREAS, Consultant and Client wish to enter into this Agreement to
describe compensation to be received by Consultant for services performed
under the Consulting Agreement and to declare the services performed by
Consultant to have been rendered and paid in full and to further terminate the
Consulting Agreement subject to certain conditions as described herein;
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. Settlement.
a. For services conducted by Consultant in connection with assisting
Client in effecting a reverse stock split, consulting with Client
with regards to a possible reorganization structure and in
introducing companies to Client for a possible reorganization and
for Consultant's investment into Client of $15,100, Client shall
be allowed to keep the fifteen million one hundred thousand
(15,100,000) pre-310-to-1-reverse-split shares of Client's
restricted common stock issued earlier.
b. Consultant shall also be entitled to any cash fee that it is able
to achieve from the Reorganization Candidate or its designees.
2. Conditions
a. This Settlement Agreement is subject to Client entering into a
separate services agreement with Xxx X. Xxxxx ("Xxxxx") and
payment of any consideration by Client to Xxxxx as specified under
such agreement.
1
b. This Settlement Agreement is further subject to Client completing
a transaction with parties introduced to Client by Consultant and
further upon Client's sale of its assets that were existing at the
time of the March 5, 1998 Agreement.
3. 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.
The parties hereto shall cooperate with each other to achieve the
purpose of this Agreement. 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 controlled by binding arbitration in the State of Wyoming
under the rules then obtaining of the American Arbitration
Association. Such arbitration ruling shall be final and binding
amongst the parties herein. 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.
Nugget Exploration, Inc. Park Street Investments, Inc.
/s/ Xxxxx Xxxxxx /s/ Xxx Xxxxx
---------------------------- ----------------------------
Xxxxx Xxxxxx, President Xxx Xxxxx, President
2
