Exhibit A
SC 13D dated July 2, 1998
Xxx Xxxxx/ CIK 1065010
First Avenue/ CIK 1065009
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective
this 5th day of March 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 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 assist
Client with a recapitalization of its securities; and to assist
Client with a reorganization with another business entity.
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 Client relative to the steps necessary to
assist Client with a recapitalization of its
securities; and to assist Client with a reorganization
with another business entity. This includes, but is
not limited to, preparing proxy material and other
correspondences to Client's shareholders and creditors
informing them of the transactions herein and
requesting their approvals and releases where
applicable;
b. in preparing and filing other documents with the
necessary State and Federal regulatory bodies as is
required by law;
c. in restructuring Client's capital formation through a
reverse split, re-authorization of debt and/or equity;
in obtaining shareholder votes on corporate matters; in
preparing the correspondences necessary to carry out
the actions in this paragraph including notices to the
NASD, Depository Trust Corporation ("DTC"), CUSIP
Bureau, Client's Transfer Agent and Market Makers;
d. in preparing financial statements and obtaining an
audit on the financial statements in accordance with
U.S. 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 10K and 10Q as necessary;
e. in finding an attorney to provide any necessary legal
assistance and opinions as required or if requested;
f. 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.
g. in locating a reorganization candidate ("Candidate")
for Client that would provide Client's current
shareholders with an equal or better opportunity in
terms of equity or stock appreciation potential than
they currently have.
h. in assisting with structuring a reorganization
("Reorganization") transaction with a Candidate
including the preparation and review of reorganization
documents
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. Consultant shall acquire from Client, fifteen million
one hundred thousand (15,100,000) shares of Client's
restricted common stock for $15,100 cash. Consultant
shall further be appointed to the board of directors of
Client.
b. At closing time of a reorganization between Client and
a Candidate, Client shall issue to Consultant, shares
of its common stock in an amount not to exceed fifteen
percent (15%) 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 Candidate.
c. Consultant shall also be entitled to any cash fee that
it is able to achieve from the Reorganization
Candidate.
d. Notwithstanding paragraph 2(a) herein, all shares
issued to Consultant pursuant to this Agreement shall
be registered under section S-8 of the Securities and
Exchange 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. Client's Obligations.
a. If necessary, Client agrees to assist Consultant in
obtaining release and indemnification letters from all
of Client's creditors and vendors releasing Client of
any further obligation to such creditors and vendors.
Further, upon completion of the asset sale and
Reorganization, the current directors of Client shall
resign and provide Consultant with similar release and
indemnification letters and shall warrant that Client
is free from any liabilities or pending or threatened
litigation or environmental problems.
b. Client will seek to sell its assets existing at the
time of this agreement and will use proceeds from any
sale to pay off its creditors.
c. Notwithstanding item (2), Client shall not issue any of
its securities to any other party during the term of
this Agreement without written consent from Consultant.
4. Limitations
a. Consultant shall have no right to any proceeds from the
sale or distribution of Client's assets existing at the
time of this agreement. Additionally, while consultant
will have 51% ownership of Client's stock pursuant to
this Agreement, consultant agrees to only votes its
shares as directed by Client with regards to any manner
concerning the sale of Client's assets existing at the
time of this agreement.
5. Term of Agreement, Extensions and Renewals
a. This Agreement shall be in effect from the date first
appearing herein until a period beginning one year from
the date the assets of Client -- existing at the time
of this Agreement -- are sold. 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. In the event Client has not been Reorganized
within the time period discussed in this paragraph,
Consultant shall forfeit the compensation described in
Section (2).
b. This Agreement may also be terminated when a sale of
Client's assets has been completed and Client has been
Reorganized.
c. Notwithstanding 5(a) and 5(b), 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.
6. Expenses.
a. The $15,000 paid by Consultant for the restricted stock
shares pursuant to paragraph (2) herein shall be used
to pay for the costs involved in connection with the
services herein. Each party shall be responsible for
any other outside legal, accounting and any other costs
incurred in connection with the transactions
contemplated herein. No party shall have any financial
responsibility to the other for failure to complete the
proposed transactions.
7. Due Diligence
a. Client shall supply and deliver to Consultant all
information as may be reasonably requested by
Consultant to enable Consultant to make an
investigation of the Client and its business prospects,
and they shall make available to Consultant names,
addresses, and telephone numbers as Consultant may need
to verify or substantiate any such information
provided.
8. Best Efforts Basis
a. Consultant agrees that it will at all times, 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.
9. Non-Circumvention.
a. Client agrees that Client will not enter into any
business combination or enter into any transaction
involving a business opportunity or asset introduced to
Client by Consultant, without compensating Consultant
pursuant to this Agreement. Neither will Client
terminate this Agreement solely as a means to avoid
paying Consultant compensation earned or to be earned,
or any other way attempt to circumvent Consultant or
this Consulting Agreement.
10. Independent Legal and Financial Advice
a. Consultant is not a law firm; neither is it an
accounting firm. Consultant does, however, retain
professionals in those capacities to better enable
Consultant to provide consulting services. Client
represent that they have not nor will they construe any
of the Consultants' representations to be statements of
law. Client has and will continue to seek the
independent advice of legal 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.
11. 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.
Xxxx X. XxxXxxxx, President Date: June 8, 0000
Xxxx Xxxxxx Investments, Inc.
Xxx Xxxxx, President Date: June 8, 1998
