EXHIBIT "A"
Financial Consulting Agreement
FINANCIAL CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 1st day
of June 1998 by and between, Park Street Investments, Inc. ("Consultant"), a
Utah corporation and Flexweight Corporation ("Client"), a Kansas corporation
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 provide advice relative
to corporate and business consulting services.
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 in:
a. Researching the general gaming market;
b. Researching and prospecting for potential business
opportunities in the gaming, construction and water industries
c. Discussing potential strategies for generating new business
for the Company
d. Assisting in the structure of potential business opportunities
for the Company
e. Assisting with input on general corporate filings as needed
f. Fielding shareholder calls from existing shareholders
g. Assisting in document preparation as needed to accomplish the
above
All of the foregoing services collectively are referred to herein as
the "Consulting Services."
2. Term of Agreement, Extensions and Renewals
This Agreement shall have a term of three months (the "Initial
Consulting Period") from the date first appearing herein. 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 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 party.
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3. Compensation Client shall compensate Consultant for consulting services
("Consulting Services") rendered pursuant to this Agreement as follows:
a. Client shall pay Consultant a monthly fee of 20,000 shares per
month of its common stock for the Term of this Agreement. Such
payment shall be made on presentation by Consultant to Client
of the specific services performed by Consultant for the Term
of this Agreement.
b. In addition to payment of compensation pursuant to (2)(a)
herein, Client shall issue to consultant Five Hundred Seventy
Three Thousand Three Hundred Thirty Three (573,333) shares of
its common stock at such time that Client enters into a letter
of intent for a business combination with another entity and
such business combination has a transactional value in excess
of $20,000,000.
c. 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.
4. Due Diligence
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.
5. Best Efforts Basis
Consultant agrees that it will at all times faithfully, 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. Client understands
and acknowledges that the success or failure of Consultants' efforts
will be predicated on the Clients' assets and operating results.
6. Independent Legal and Financial Advice
Consultant is not a law firm; neither is it an accounting firm.
Consultant does, however, employ 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. Each entity 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.
7. Miscellaneous
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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. 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 governed by the laws of the State of Utah
and any dispute arising out of this Agreement shall be brought
in a court of competent jurisdiction in Salt Lake County,
Utah. 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.
Flexweight Corporation
/s/ Walter G. Sanders
- ----------------------------------------
Walter Sanders, President
Park Street Investments, Inc.
/s/ Ken Kurtz
- ----------------------------------------
Ken Kurtz, President
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Park Street Investments, Inc.
2133 E. 9400 S. Suite 151
Sandy, Utah 84093
Phone: (801) 944-0701
Fax: (801) 944-0715
September 8, 1998
Flexweight Corporation
Walter Sanders
915 N. Wells Avenue
Wendover, Nevada 89883
Dear Mr. Sanders:
Pursuant to our consulting agreement effective June 1, 1998, I present for your
review the list of following services that I have performed for Flexweight
Corporation during the term of this agreement:
1. Researched other publicly traded gaming companies and structures
reported findings to Hudson Consulting Group in various phone
conversations.
2. Fielded numerous phone calls from various Flexweight shareholders.
Mailed information or forwarded calls to Walt Sanders.
3. Reviewed feasibility study prepared by Mr. Sutro. Discussed ideas and
strategy with Walt Sanders and Hudson Consulting Group.
4. Assisted in review of Flexweight's corporate books and filings. Made
copies and transfered certain records to Flexweight headquarters and to
Hudson.
5. Arranged meeting in Las Vegas with various parties involved in the
gaming industry discussed distressed properties that may be available
for sale, previewed properties on Vegas Strip.
6. Arranged meeting in Wendover, Utah with various parties to discuss
potential gentleman's club on Oasis property.
7. Arranged meeting in Wendover, Utah with various parties involved in the
gaming industry reviewed potential sites on Wendover Strip for
acquisition. Reviewed Oasis property and discussed remodeling ideas.
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8. Reviewed Equivest package and discussed strategy and ideas with Walt
Sanders and Hudson Consulting Group.
9. Reviewed public securities filings made by Flexweight and discussed
ideas with Hudson Consulting Group.
10. Discussed potential water property acquisition deal with parties in New
Jersey.
11. Discussed strategy with Walt Sanders on several occasions regarding
construction projects.
12. Phone conference with Fred Luke regarding possible acquisition of
NuOasis subsidiaries and structure for deal. Reviewed letter of intent.
13. Assisted Hudson Consulting Group in negotiating and structuring
acquisition of gaming subsidiaries with NuOasis.
If these services are satisfactory, please immediately issue the shares as
outlined in our agreement. Otherwise, please call with any comments.
Sincerely,
Ken Kurtz
Park Street Investments, Inc.
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