Xxxxxxx X. Xxxxx
000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
November 30, 1998
Xxxxx Xxxxxx
Nugget Exploration, Inc.
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Management Consulting Agreement
Dear Xx. Xxxxxx:
This letter is to acknowledge and confirm the terms of our Management
Consulting Agreement ("Agreement") as follows:
1. Appointment. Subject to Closing of a business combination by Nugget
Exploration, Inc. (the "Company") and a company in the medical imaging
services business, the Company hereby engages XXXXXXX X. XXXXX ("XXXXX")
and XXXXX hereby 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, XXXXX shall provide advice to
undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, expansion of services, shareholder relations, and shall
review and advise the Company regarding its overall progress, needs and
condition. XXXXX agrees to provide on a timely basis the following
enumerated services plus additional services contemplated thereby:
(a) The implementation of short range and long term strategic planning
to fully develop and enhance the Company's operations, resources,
products and services;
(b) The implementation of a marketing program to assist the Company in
broadening the markets for its products and services;
(c) Assist the Company in the monitoring of services 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.
3. Term. The term of this Agreement shall be for a 12-month period
commencing upon completion of a closing between the Company and another
company involved in the medical imaging services business.
4. Compensation. As compensation for its services hereunder, XXXXX shall
receive 200,000 shares of the Company's. common stock which the Company
shall immediately undertake to register on a Form S-8 registration
statement. Additionally, XXXXX shall also be granted One Million Options
of the company's common stock exercisable as follows: 250,000 shares
exercisable @ $.50, 250,000 shares exercisable @ $1.00, 250,000 shares
exercisable @ $2.00 and 250,000 shares exercisable @ 3.00. The Company
will use its best efforts to make a filing to register the underlying
common stock for the Options within 90 days of signing this agreement.
If the Company fails to file the registration statement within the 90
days, XXXXX will be entitled to damages equal to 10% (or 100,000 shares)
of the total option package for every week the registration is not filed.
Theses shares shall be registered and free trading. The Company shall
bear all costs in filing the registrations.
5. Expenses. XXXXX shall be responsible for all expenses it may incur in
performing services under this Agreement.
6. Confidentiality. XXXXX 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 XXXXX 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 XXXXX pursuant to this Consulting Agreement may not be disclosed
publicly in any manner without the prior written approval of XXXXX.
7. Indemnification. The Company agrees to indemnify and hold XXXXX harmless
from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorney's fees (collectively the
"Liabilities") joint and several, arising out of the performance of this
Consulting Agreement, whether or not XXXXX is a party to such dispute.
This indemnity shall not apply however, and XXXXX 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 XXXXX 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 XXXXX for its expenses.). The
provisions of this paragraph shall survive the termination and expiration
of this Agreement.
8. Independent Contractor. XXXXX and the Company hereby acknowledge that
XXXXX is an independent contractor. XXXXX shall not hold itself out as,
nor shall it take any action from which others might infer, that it is an
agent of or a joint venture of the Company.
9. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any
prior communications, understandings and agreements between the parties.
This Agreement cannot be modified or changed, nor can any of its
provisions be waived, except by written agreement signed by all parties.
This Agreement shall be governed by the laws of the State of Florida. Any
dispute as to the terms of this Agreement shall be settled through
arbitration before the American Arbitration Association sitting in Ft.
Lauderdale, FL with the final decision being binding on both parties.
Please confirm that the foregoing correctly sets forth our understanding by
signing this letter where provided and returning it to us at your earliest
convenience.
Very truly yours,
XXXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
By: Xxxxxxx X. Xxxxx
Accepted and Agreed to as of the 10th day of November, 1998
Nugget Exploration, Inc.
/s/ Xxxxx Xxxxxx
By: Xxxxx Xxxxxx
President
