Exhibit No. 5
Form 10-SB
Area Investment and Development Company
FINANCIAL CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective
this 15th day of June, 1997 by and between, Park Street
Investments, Inc. ("Consultant"), a Utah corporation and Area
Investment and Development Company ("Client"), a Utah 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 of 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 US 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 10-K and 10-Q as
necessary;
b. in prospecting for, negotiating with and structuring a
merger or business combination with a potential reorganization
candidate ("Reorganization Candidate").
c. in finding an attorney to provide any necessary legal
assistance and opinions as required or if requested;
d. to maintain Client's corporate books and records and to
assist Client in the preparation of corporate resolutions, and
other correspondences necessary to fulfill its obligations under
this Agreement, including Board and shareholder resolutions,
resignations and appointments;
e. in paying for all of the costs for the above.
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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. Client shall issue to Consultant and/or its designees,
3,000,000 shares of its Restricted Common Stock valued at $0.01
par value.
b. Client shall issue to Consultant, shares of its common stock
in an amount not to exceed ten percent (10%) 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.
c. Consultant shall also be entitled to any cash fee that it is
able to achieve from the reorganization candidate.
d. All shares issued to Consultant pursuant to Section 2(b) of
this Agreement shall be registered under Rule 504 of Regulation D
of the Securities and Exchange Act (the "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 three 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. 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.
5. 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 represents 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
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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.
6. 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.
Area Investment and Development Company
/s/ Xxx Xxxxx, President
Park Street Investments, Inc.
/s/ Xxx Xxxxx, President
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