EXHIBIT A
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into this 15th day of
February, 1999 by and between, Xxxxx X. Xxxx ("Consultant") at 00000 Xxxxx Xxxx,
Xxxxxxxxxx, Xxxx 00000 and HYTK Industries, Inc. ("Company"), a Nevada
corporation, at P. O. Box 100, 000 Xxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000:
RECITALS
WHEREAS, Consultant has been providing to Quest Resource Corporation and
its subsidiaries general business consulting services in addition to specific
consulting and advice related to gas pipeline construction and operations all
during a period of at least the previous five years; and
WHEREAS, on September 30, 1998, Quest Resource Corporation executed a
Reorganization Agreement and Plan of Merger with HYTK Holding Co., Inc., a
wholly owned subsidiary of the Company.
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, and for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Consultant and the
Company hereby agree as follows:
(4) Engagement of Consultant. Consultant and the Company hereby confirm
that during the past five years, Consultant has provided the Company
with valuable advice and consulting services which included general
business consulting on such matters as: equipment suitability,
acquisition and maintenance; recommended business aspects for emphasis;
recommendations on certain business activities to reduce or eliminate;
and advice on recent and proposed business consolidation and merger
transactions. Consultant has also provided valuable advice and counsel
on specific aspects of natural gas pipeline operations and construction
activities.
All of the foregoing services collectively are referred to herein as
the "Consulting Services."
(5) Compensation. In consideration of the Consulting Services rendered in
the past in accordance with this Agreement, the Company shall
compensate Consultant by issuance of 400,000 shares of its Common Stock
which shall be registered on Form S-8 under the Securities Act of 1933,
as amended ("Act").
(6) Securities Compliance.
In the course of the performance of its duties, Consultant may become
aware of information which may be considered "inside information"
within the meaning of the Federal Securities laws and regulations.
Consultant acknowledges that its use of such information to purchase or
sell securities of the Company or to transmit such information to any
other party with a view to buy, sell, or otherwise deal in the
securities is prohibited by law and would constitute a breach of this
Agreement.
(7) Miscellaneous
(1) 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.
(2) 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.
(3) The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of
Kansas. 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.
Xxxxx X. Xxxx
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
HYTK Industries, Inc.
/s/ Xxxxxxx X. Xxxx
Xxxxxxx X. Xxxx, President
