MUTUAL AGREEMENT TO TERMINATE
THIS MUTUAL AGREEMENT TO TERMINATE ("Termination") is
effective the 1ST day of April 1997 by and between HYTK
Industries, Inc., a Nevada corporation with principal offices at
0000 Xxxx 0000 Xxxxx, Xxxxx 000 ("HYTK"), and Canton Financial
Services Corporation, a Nevada corporation with its principal
offices at 000 Xxxx 000 Xxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx
00000 ("CFSC").
PREMISES
WHEREAS, on September 1, 1995, HYTK and CFSC (hereinafter
collectively referred to as the "Parties") executed a Consulting
Agreement("Agreement") pursuant to which HYTK was to receive
financial consulting services for a period of one year (which has
since been renewed on a month-to-month basis) from CFSC in
exchange for monthly consulting fees;
WHEREAS, the Parties agreed to mutually terminate the
Agreement to the full extent that it is still binding on either
party on the 1ST day of April 1997;
WHEREAS, the Parties have not yet executed a document
necessary to evidence the termination of the Agreement and wish
this Termination to serve that purpose;
AGREEMENT
1. Termination. The Parties hereby agree that CFSC shall
immediately cease providing any and all consulting services or
other performance required or implied under the terms of the
Agreement and HYTK shall cease making any payments or providing
any other future performance required under the Agreement.
2. Mutual Releases. The Parties agree to hold one another
harmless from, cease any and all claims against one another
stemming from, and indemnify one another with respect to any and
all obligations arising pursuant to or stemming from the
termination of the Agreement.
3. Mutual Representations and Warranties of CFSC and HYTK. The
Parties hereby represent, warrant and covenant that each of the
following are true and complete as of the date of this
Termination:
A. The execution and performance of this Termination have
been duly authorized by all requisite corporate action.
This Termination constitutes a valid and binding obligation
of the Parties. This Termination will not violate or result
in a breach of, or constitute a default in any agreement,
instrument, judgment, order or decree to which either party
is subject.
B. Each party shall execute such other documents and take
such other and further action to effect the Termination
including effecting corporate action in the form of
appropriate resolutions to terminate such Agreement.
C. Neither party will suffer damages, either direct or
indirect, as a result of this Termination.
D. Each party, in making its decision to execute this
Termination relied solely on the advice of its principals,
or its financial advisors and not on the advice given by the
agents, principals, consultants or employees of the other
party.
4. Miscellaneous.
A. Entire Agreement. This Termination sets forth the
entire agreement between the Parties as of the date of this
Termination. No prior written or oral statement or
agreement contrary to this Termination shall be recognized
or enforced.
B. Effect of Partial Invalidity. In the event that nay
one or more of the provisions contained in this Termination
shall for any reason be held to be invalid, illegal or
enforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of
this Agreement.
C. Controlling Law. The validity, interpretation and
performance of this Termination shall be governed by the
laws of the State of Utah without regard to its law on the
conflict of laws. Any dispute arising out of this
Termination shall be brought in a court of competent
jurisdiction in Salt Lake Count, State of Utah. The Parties
exclude any and all statutes, laws and treaties which would
allow or require any dispute to be decided in another forum
or by other rules of decision than provided in this
Termination.
D. Attorney's Fees. If any action at law or in equity,
including an action for declaratory relief, is brought to
enforce or interpret the provisions of this Agreement, the
prevailing party shall be entitled to recover actual
attorney's fees, court costs or other costs incurred in
proceeding with the action from the other party. The
attorney's fees, court costs or other costs may be ordered
by the court in its decision of any action described in the
Paragraph or may be enforced in a separate action brought
for determining attorney's fees, court costs or other costs.
Should either party be represented by in-house counsel, such
party may recover attorney's fees incurred by that in-house
counsel in an amount equal to that attorney's normal fees
for similar matters, or, should that attorney not normally
charge a fee, by the prevailing rate charged by attorneys
with similar backgrounds in that legal community.
E. Time is of the Essence. Time is of the essence of this
Termination and of each and every provision.
F. Mutual Cooperation. The Parties agree to cooperate
with each other to achieve the purpose of this Termination
and shall execute such other and further documents and take
such other and further actions as may be necessary or
convenient to effect the purpose of this Termination.
G. No Third Party Beneficiary. Nothing in this
Termination, expressed or implied is intended to confer upon
any person, other than the Parties hereto and their
successors, any rights or remedies under or by reason of
this Termination.
H. Facsimile Counterparts. If a party signs this
Termination and transmits an electronic facsimile of the
signature page to the other party, the party who receives
the transmission may rely upon this electronic facsimile as
a signed original of this Termination.
IN WITNESS WHEREOF, the Parties have executed this Termination
Agreement this 13TH day of June 1997.
CFSC
Canton Financial Services Corporation
/S Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, President
HYTK Industries, Inc.
/S Xxx Xxxxx
Xxx Xxxxx, President
