EXHIBIT 10.13
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;
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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.
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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.
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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.
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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
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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.
/s/ Xxxx X. XxxXxxxx
_______________________ Date: ______________________
Xxxx X. XxxXxxxx, President
Park Street Investments, Inc.
/s/ Xxx Xxxxx
_______________________ Date: ______________________
Xxx Xxxxx, President
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