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EXHIBIT 4.1
MCOM Management Corp.
Investment Banking
November 16, 1999
BY DHL COURIER
Nugget Exploration, Inc.
0000 Xxxxxxxxxx Xx.
Cherry Hill, NJ 08003
Attn: Xx. Xxxxxxx Xxxxxx
Management Consulting Agreement
Our File: 2532-V
Dear Sirs:
Formalizing our earlier discussions, this is to acknowledge and confirm the
terms of our Management Consulting Agreement ("Agreement") as follows:
1. Nugget Exploration, Inc. (the "Company") hereby engages
MCOM Management Corp.
("MCOM") and XXXX xxxxxx agrees to render services to the Company as a
management consultant, strategic planner and advisor and as further
described herein.
2. Duties. During the term of this Agreement, MCOM shall
provide advice and consult with the
Company concerning management, marketing, strategic planning, corporate
organization and structure, expansion of services, and shall review and
advise the Company regarding its overall progress, needs and condition.
XXXX agrees to provide on a timely basis the following enumerated
services plus additional services contemplated thereby:
a. Assist the Company in the implementation of short range and long term
strategic planning to fully develop and enhance the Company's
operations, resources, products and services;
b. Assist the Company in the implementation of a marketing program with a
view toward broadening the markets for its products and services;
c. Assist the Company in the monitoring of service provided by the other
professionals employed or retained by the Company;
d. Advise the Company relative to the recruitment and employment of key
executives consistent with the expansion of operations of the Company;
e. Advise and recommend to the Company additional services relating to
the present business and services provided by the Company as well as
new products and services that may be provided by the Company.
The Empire State Building 000 Xxxxx Xxx., Xxxxx 0000 Xxx Xxxx, XX 00000
Tel: 000.000.0000 Fax: 000.000.0000
_____________________________________________________________________
email: xxxxxxxxxx@xxxxxxxxx.xxx .629.4917
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f. Assist the Company in development of third part marketing
partnerships, sale of services and negotiation of exclusive
advertising rights with prospective ISP's.
g. Assist the Company in developing a strategic or marketing "significant
event" which will increase visibility of the Company and materially
effect the Company.
h. Coordinate both U.S. and international road shows.
3. Term. The term of this Agreement shall be for a one yea period commencing
upon the date hereof.
4. Compensation. As compensation for its services hereunder, the Company shall
issue to MCOM:
a. $5,000 per month with the first payment of $5,000 to be made within
seven (7) days of the date of this agreement and thereafter payments
of $5,000 per month to continue thirty days hence on a monthly basis
with the final payment to be due and payable during October, 2000.
b. 300,000 shares of common stock of the Company (the "Common Stock") on
or before November 30, 1999. The company shall file a registration
statement with respect to these shares on or before January 15, 2000.
If the Company does not file the registration statement with the SEC
on or before January 15, 2000, MCOM shall receive an additional
100,000 shares on or before February 15, 2000, and a registration
statement for such additional shares of the Common Stock shall be
filed with the SEC on or before April 30, 2000.
c. Within fifteen (15) days of the issuance of the 300,000 shares
mentioned in paragraph 4.b. above, MCOM shall provide the Company with
a bridge loan in the amount of $100,000, with interest to accrue from
the date the Company receives the funds at the rate of ten percent
(10%) per annum on the unpaid balance until paid or until default,
both principal and interest payable in cash or kind. The principal and
interest shall be due and payable on or before November 30, 2000.
d. The Company shall issue on or before November 30, 1999, a warrant to
purchase 500,000 shares of the Common Stock, with the registration
statement with respect to such shares of the Common Stock to be filed
with the SEC on or before January 15, 2000. The exercise price of the
warrant shall be $1.00 per share for the first 100,000 shares of the
Common Stock and $2.00 per share for the next 400,000 shares of the
Common Stock.
In the event the registration statement is not filed with the SEC on
or before January 15, 2000, MCOM or its designees shall receive an
additional warrant to purchase 100,000 shares of the Common Stock at
an exercise price of $2.00 per share. A registration statement with
respect to these additional 100,000 shares shall be filed with the SEC
on or before March 31, 2000. All expenses, including attorneys and
accountants fees associated with such registration statement shall be
for the Company's account.
e. Upon exercise of all of the warrants set forth in paragraph 4.d.
above, on or before April 1, 2000, the Company shall issue to MCOM an
additional 200,000 shares of the
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Common Stock. MCOM shall have demand registration rights with respect
to such shares, and should MCOM exercise the demand registration
rights, MCOM shall be responsible for all registration fees, expenses,
including attorneys' fee. These shares shall also have "piggyback"
registration rights. The Company shall retain the right to withhold
the issuance of the shares issued pursuant to this clause upon thirty
(30) days written notice to MCOM.
5. Expenses. The Company shall be responsible for all reasonable expenses MCOM
may incur in performing services under this Agreement. However, all
expenses over $500 in any month must be pre-approved by the Company.
6. Confidentiality. MCOM will not disclose to any other person, firm,
corporation, nor use for its own benefit during or after the term of this
Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by MCOM in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade, which gives the Company an advantage over its
competitors. Trade secrets can include, by way of example, products or
services under development, production methods and processes, sources of
supply, customer lists, marketing plans and information concerning the
filing or pendency of patent applications.) Any financial advice rendered
by MCOM pursuant to this Consulting Agreement may not be disclosed publicly
in any manner without the prior written approval of MCOM.
7. Indemnification. The Company agrees to indemnify and hold MCOM harmless
from and against all claims, damages, liabilities, costs or expenses,
including reasonable attorney fees (collectively the "Liabilities") joint
and several, arising out of the performance of this Consulting Agreement,
whether or not MCOM is a party to such dispute. This indemnity shall not
apply however, and MCOM shall indemnify and hold the Company, its
affiliates, control persons, officers, employees and agents harmless from
and against all Liabilities, where under arbitration a final determination
that MCOM engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to the losses, claim,
damage, liability cost expense sought to be recovered hereunder (but
pending any such final determination, the indemnification and reimbursement
provision of this Consulting Agreement shall apply and the Company shall
perform its obligations hereunder to reimburse MCOM for its expenses.) The
provisions of this paragraph shall survive the termination and expiration
of this Agreement.
8. Dilution. Regarding the aforementioned issuance of shares of common stock
and warrants, if at any time the Company shall (i) declare a dividend or
make a distribution on the Common Stock payable in shares of its capital
stock (whether shares of Common Stock or of capital stock of any other
class); (ii) subdivide, reclassify or recapitalize its outstanding Common
Stock into a greater number of shares; (iii) combine, reclassify or
recapitalize its outstanding Common Stock into a smaller number of shares,
or (iv) issue any shares of its capital stock by reclassification of its
Common Stock (including any such reclassification in connection with a
consolidation or a merger in which the Company is the continuing
corporation), the amount of Common Stock issued to MCOM or its designees at
the time of the record date of such dividend, distribution, subdivision,
combination, reclassification or recapitalization shall be adjusted so that
MCOM or its designees shall be entitled to receive the aggregate number and
kind of shares which it would have owned and been entitled to receive by
virtue of such dividend, distribution, subdivision,
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required by this paragraph shall be made immediately after the record date,
in the case of a dividend or distribution, or the effective date, in the
case of a subdivision, combination, reclassification or recapitalization.
We enclose two (2) original Agreements. If this Agreement is in accordance with
your understanding, please confirm by signing and returning to MCOM Management
Corp. one (1) original, retaining the other for your files.
AGREED TO BY MCOM MANAGEMENT CORP.:
/s/ Xx. Xxxxxxx X.X. Morfit
Xx. Xxxxxxx X.X. Morfit
President
AGREED TO BY NUGGET EXPLORATION, INC.:
/s/ Xx. Xxxxxxx Xxxxxx
Xx. Xxxxxxx Xxxxxx
President
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