UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
FLEXWEIGHT CORPORATION
----------------------
(Name of Issuer)
Common Stock, par value $0.10
-----------------------------
(Title of Class of Securities)
339385 20 5
-----------
(CUSIP No.)
Walter Sanders
915 North Wells
Wendover, Nevada, 89883
(702) 664-3484
-----------------------
(Name, address and telephone number of person authorized to receive notices and
communications)
May 13, 1998
------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D/A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the statement ( ).
<PAGE>
SCHEDULE 13D
CUSIP No. 339385-20-5 Page 2 of 8 Pages
________________________________________________________________________________
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hudson Consulting Group, Inc.
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( )
________________________________________________________________________________
3) SEC USE ONLY
________________________________________________________________________________
4) SOURCE OF FUNDS
OO
________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e). [ ]
________________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Nevada
________________________________________________________________________________
7) SOLE VOTING POWER 1,510,563
NUMBER OF _____________________________________________________
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 10,060
OWNED BY _____________________________________________________
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 1,510,563
PERSON WITH _____________________________________________________
10) SHARED DISPOSITIVE POWER 10,060
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Hudson - 1,510,563
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.56%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
2
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SCHEDULE 13D
CUSIP No. 339385-20-5 Page 3 of 8 Pages
________________________________________________________________________________
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oasis International Hotel & Casino, Inc.
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( )
________________________________________________________________________________
3) SEC USE ONLY
________________________________________________________________________________
4) SOURCE OF FUNDS
OO
________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e). [ ]
________________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Incorporated in Nevada
________________________________________________________________________________
7) SOLE VOTING POWER 10,060
NUMBER OF _____________________________________________________
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 1,510,563
OWNED BY _____________________________________________________
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 10,060
PERSON WITH _____________________________________________________
10) SHARED DISPOSITIVE POWER 1,510,563
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Oasis International Hotel & Casino, Inc. - 10,060
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.06%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
3
<PAGE>
SCHEDULE 13D
CUSIP No. 339385-20-5 Page 4 of 8 Pages
________________________________________________________________________________
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Surber
________________________________________________________________________________
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( )
________________________________________________________________________________
3) SEC USE ONLY
________________________________________________________________________________
4) SOURCE OF FUNDS
OO
________________________________________________________________________________
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e). [ ]
________________________________________________________________________________
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
________________________________________________________________________________
7) SOLE VOTING POWER 45,000
NUMBER OF _____________________________________________________
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 1,520,623
OWNED BY _____________________________________________________
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 45,000
PERSON WITH _____________________________________________________
10) SHARED DISPOSITIVE POWER 1,520,623
________________________________________________________________________________
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Surber - 45,000
________________________________________________________________________________
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
________________________________________________________________________________
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.28%
________________________________________________________________________________
14) TYPE OF REPORTING PERSON
IN
4
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Item 1. Security and Issuer
This schedule relates to the common stock, par value $0.10 per share, of
Flexweight Corporation ("Common Stock"). Flexweight Corporation is a Kansas
corporation with principal executive offices at 915 North Wells, Wendover,
Nevada 89883. ("Issuer").
Item 2. Identity and Background
(a) This statement is filed by Hudson Consulting Group, Inc. ("Hudson"),
Oasis International Hotel & Casino, Inc. ("Oasis"), and Richard D.
Surber ("Surber").
(b) The principal address for Hudson Consulting Group, Inc. is 268 West 400
South, Suite 300, Salt Lake City, Utah 84101. The principal address for
Oasis International Hotel & Casino, Inc. is 268 West 400 South, Suite
300, Salt Lake City, Utah 84101. The business address for Richard D.
Surber is 268 West 400 South, Suite 300, Salt Lake City, Utah 84101.
(c) Hudson is a financial consulting firm. Oasis owns and manages real
estate. Surber is the President of both Hudson and Oasis.
(d) Hudson has not been convicted in a criminal proceeding during the last
five years. Oasis has not been convicted in a criminal proceeding
during the last five years. Surber has not been convicted in a criminal
proceeding during the last five years.
(e) During the last five years, Hudson has not, Oasis has not and Surber
has not been a party to a civil proceeding that resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Hudson is a Nevada Corporation. Oasis is a Nevada Corporation. Surber
is an individual resident of Utah.
Item 3. Source and Amount of Funds or Other Consideration
Hudson:
On May 4, 1998, Hudson received 349,000 shares of common stock of the
Issuer pursuant for services rendered in facilitating the Reorganization
Agreement between Oasis Hotel Resort & Casino -III, Inc. and the Issuer.
On June 25, 1998, Hudson received 2,500 shares of common stock of the
Issuer pursuant to a Consulting Agreement whereby Issuer issued 2,500 shares of
it's $0.10 par value common stock as a fee for the performance of services of
Hudson.
On June 25, 1998, Hudson received 11,380 shares of common stock of the
Issuer pursuant to a Consulting Agreement whereby Issuer issued 11,380 shares of
it's $0.10 par value common stock as a fee for the performance of services of
Hudson.
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<PAGE>
On August 26, 1998, Hudson received 1,000 shares of common stock of the
Issuer in payment of a debt owed to it by a third party, for a price and upon
terms agreed by the parties.
On August 28, 1998, Hudson received 6,109 shares of common stock of the
Issuer in payment of a debt owed to it by a third party, for a price and upon
terms agreed by the parties.
On September 1, 1998, Hudson received 1,000 shares of common stock of
the Issuer in payment of a debt owed to Hudson by a third party, for a price and
upon terms agreed by the parties.
On September 11, 1998, Hudson received 650,000 shares of common stock
of the Issuer as compensation for work and services provided on the asset
acquisition of the Issuer with NuOASIS International, Inc. ("NuOASIS"). The
Issuer issued 650,000 shares of its' $0.10 par value common stock as a partial
payment for the work and services performed by Hudson in the consummation of the
asset acquisition with NuOasis.
On September 15, 1998, Hudson received 550,000 shares of common stock
of the Issuer in payment for work and services provided on the asset acquisition
of the Issuer with NuOASIS. The Issuer issued 550,000 shares of its' $0.10 par
value common stock as a partial payment for the work and service performed by
Hudson in the consummation of the asset acquisition with NuOASIS.
On September 16, 1998, Hudson received an additional 300,000 shares of
common stock of the Issuer in final payment for work and services provided on
the asset acquisition of the Issuer with NuOASIS. The Issuer issued the 300,000
shares of its $0.10 par value stock as payment in full for services rendered on
the asset acquisition agreement.
Oasis:
On May 13, 1998, Oasis received 1,000,000 shares of common stock of the
Issuer pursuant to a Real Estate Purchase Agreement whereby Issuer issued
1,000,000 shares of it's $.10 par value common stock as a down payment for the
purchase of 18.289 acres of real estate.
On May 1, 1998, Oasis received 250,000 shares of Issuer's common stock
to a Reorganization Organization whereby the Issuer issued 250,000 shares
bearing a Rule 144 restrictive legend of the $0.10 par value common stock of
Issuer in exchange for 250,000 shares of Oasis Hotel Resort & Casino -III, Inc.
Surber:
On September 15, 1998, Surber received 45,000 shares of common stock of
the Issuers pursuant to an Addendum to the Issuer's Consulting Agreement with
Hudson. Surber received the shares from the Issuer for services he performed in
conjunction with Hudson.
Item 4. Purpose of Transaction
Hudson:
The purpose of the transactions was to obtain payment for consulting
services and work performed by Hudson for the benefit and assistance to the
Issuer.
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<PAGE>
Oasis:
The purpose of the transaction was to make a downpayment on the
purchase of a certain tract of real estate which Oasis had agreed to sell to
Oasis Hotel, Resort & Casino III, Inc. (For more information on this transaction
see "Item. 2 Management Discussion and Analysis" in the Issuer's Form 10-QSB/A-1
filed July 17, 1998. The Issuer's Form 10-QSB/A-1 for the quarter ended May
31,1998, is hereby incorporated by this reference into this Form 13D.)
Surber:
Pursuant to an Addendum to the Issuer's Consulting Agreement with
Hudson, Hudson waived 45,000 shares owed to it in favor of Mr. Surber for
services Mr. Surber performed for the Issuer.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by Hudson is 1,510,523 shares or 9.56% of
the Issuers issued and outstanding shares as of September 16, 1998, reported to
be 15,802,987 by the Issuer.
The aggregate number and percentage of class of securities identified pursuant
to Item 1 beneficially owned by Oasis is 10,060 shares or .06% of the Issuers
issued and outstanding shares as of September 16, 1998, reported to be
15,802,987 by the Issuer.
The aggregate number and percentage of class of securities identified pursuant
to Item 1 beneficially owned by Richard D. Surber is 45,000 shares or 0.28% of
the Issuers issued and outstanding shares as of September 16, 1998, reported to
be 15,802,987 by the Issuer.
(b) Hudson may be deemed to share its right to vote or direct the vote or
dispose or direct the disposition of the 1,510,523 shares with Richard D. Surber
and Oasis because Mr. Surber is the president and director of both Hudson and
Oasis.
Oasis may be deemed to share its right to vote or direct the vote or dispose or
direct the disposition of the 10,060 shares with Richard D. Surber and Oasis
because Mr. Surber is the president and director of both Oasis and Hudson. .
Surber has the sole power to vote or direct the vote and to dispose or direct
the disposition of the 45,000 shares. He does not share his right to vote or
direct the vote or dispose or direct the disposition of the 45,000 shares.
(c) i) (1)Hudson.; (2) July 15, 1998; (3) 1,326; (4) title to a 1991
Voyager; (5) transferred in a private transaction on terms agreed upon
by the parties.
ii) (1) Hudson; (2) September 9, 1998; (3) 2,000; (4) $1.00; (5)
Charitable Contribution.
iii) (1) Hudson; (2) June 2, 1998; (3) 50,000; (4) $1.00; (5) in a
private transaction in settlement of obligations between the parties.
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<PAGE>
iv) (1) Hudson; (2) July 23, 1998; (3) 175,000; (4) $1.00; (5) in three
private transactions on terms and prices agreed upon by the parties.
v) (1) Hudson; (2) September 3, 1998; (3) 12,600; (4) $6.89; (5) sale
through a broker. vi) (1) Hudson; (2) June 2, 1998; (3) 69,500; (4)
$1.00; (5) in a private transaction on terms and price agreed upon by
the parties.
vii) (1) Hudson; (2) August 6, 1998; (3) 50,000; (4) $1.00; (5) payment
of consulting fees in a private transaction on terms and price as
agreed upon between the parties.
viii) (1) Oasis; (2) May 13, 1998; (3) 391,520; (4) $1.00; (5)
transferred in a private transaction on terms agreed upon by the
parties.
ix) (1) Oasis; (2) June 10, 1998; (3) 608,480; (4) $1.00; (5)
transferred in a private transaction on terms agreed upon by the
parties
x) (1) Oasis; (2) July 16, 1998; (3) 30,000; (4) $0.10; (5) payment of
consulting fees in a private transaction on terms agreed upon by the
parties
xi) (1) Oasis; (2) June 29, 1998; (3) 40,000; (4) $0.10; (5) payment of
consulting fees in two private transactions on terms agreed upon by the
parties
xii) (1) Oasis; (2) August 5, 1998; (3) 148,349; (4) $0.10; (5)
transferred in a private transaction on terms agreed upon by the
parties
xiii) (1) Oasis; (2) August 20, 1998, 1998; (3) 21,591; (4) title to a
1990 Geo Tracker and gemstone jewelry; (5) transferred in a private
transaction on terms agreed upon by the parties
(d) No person aside from the reporting person listed herein has the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities.
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Pursuant to the Consulting Agreement between Hudson and the Issuer, Hudson and
the Issuer have agreed to terminate the Consulting Agreement upon closing on the
Asset Purchase Agreement between the Issuer and NuOASIS. All shares under the
Consulting Agreement have been fully paid at the time of this filing.
There are no agreements with regard to Oasis or Mr. Surber for payment or
receipt of any additional shares of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Consulting Agreement between the Issuer and Hudson dated July 18, 1998,
including exhibit and addendums.
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
<PAGE>
Date: September 17, 1998
/s/ Richard Surber /s/ Richard Surber
- ------------------ ------------------
Richard D. Surber, as President of Richard D. Surber, as President of
Oasis International Hotel & Casino, Inc. Hudson Consulting Group, Inc.
/s/ Richard Surber
- ------------------
Richard D. Surber, individually
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
EXHIBIT "A"
Consulting Agreement
<PAGE>
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ( "Agreement") is made this 18th day of July
1998, by and between Hudson Consulting Group, Inc., a Nevada corporation
("Consultant") and Flexweight Corporation, a Kansas corporation (the "Company").
WHEREAS, Consultant and Consultant's personnel are in the business of
assisting development stage companies through locating, evaluating, and
effecting mergers and acquisitions;
WHEREAS, Consultant is also in the business of providing general
financial advise to corporate management and also performs general
administrative duties for publicly-held companies; and
WHEREAS, the Company desires to retain Consultant to advise and assist
the Company on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Consultant agree as follows:
1. Engagement
The Company hereby retains Consultant, effective the date hereof and
continuing until termination, as provided herein, to (1) assist the
Company in locating evaluating, and effecting a merger and/or
acquisition; (2) provide general financial advice to corporate
management; (3) provide general administrative duties and (4) assist in
the acquisition of various assets (the "Services"). The Services are to
be provided on a "best efforts" basis directly and through Consultant's
employees or others employed or retained and under the direction of
Consultant ("Consultant's Personnel"); provided, however, that the
Services shall expressly exclude all legal advice, accounting services
or other services which require licenses or certification.
2. Term
This Agreement shall have an initial term of one (1) year (the "Primary
Term"), with an effective date retroactive to the date services were
first performed by Consultant, which was on or about January 2, 1998.
3. Time and Effort of Consultant
Consultant shall allocate time and Consultant's personnel as it deems
necessary to provide the Services. The particular amount of time may
vary from day to day or week to week. Consultant has provided a
statement identifying, in general, the tasks its has performed from
January 1, 1998 to June 30, 1998, attached as Exhibit A. The Company
has reviewed this statement and believes the time and effort expended
by Consultant to be reasonable for the tasks its has completed.
Consultant will continue to provide billing statements on a monthly
basis or within (7) days upon the Company's request. These billing
statements shall be conclusive evidence that the Services have been
performed. Additionally, in the absence of willful misfeasance, bad
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faith, negligence or reckless disregard for the obligations or duties
hereunder by Consultant, neither Consultant nor Consultant's personnel
shall be liable to the Company or any of its any shareholders for any
act or omission in the course of or connected with rendering the
Services, including but not limited to losses that may be sustained in
any corporate act in any subsequent Asset Opportunity or Business
Opportunity (as defined herein) undertaken by the Company as a result
of advice provided by Consultant or Consultant's personnel.
4. Compensation
The Company agrees to pay Consultant a fee for the Services it has
provided from January 1, 1998 to June 30, 1998, as stated in Exhibit A
(the "Initial Fee") by way of the issuance by the Company of Three
Hundred Thousand (300,000) shares of the Company's common stock. After
the Initial Fee is paid covering the first 6 months of the Primary
Term, the Company agrees to pay Consultant in shares of its common
stock for the Services Consultant provides at a rate of 15,000 shares
per month (the "Fee Shares").
5. Other Services
If the Company subsequent to the date hereof enters into a merger,
acquisition or purchases assets as a direct or indirect result of
Consultants efforts, the Company agrees to pay Consultant a fee in the
manner described below.
If the Company acquires any asset as a result of Consultants services,
excluding the acquisition of a controlling interest in an entity
through the purchase of substantially all of the entities assets or
stock ("Asset Opportunity"), the Company will pay Consultant a fee
equivalent to 10% of the value of such asset. The Company at its
discretion can pay Consultant in cash, shares of the Company or in like
kind for Assets Opportunity the Company acquires as a result of
Consultant's efforts excluding the acquisition of a controlling
interest in an entity ("Consultant's Fee").
If Consultant assists the Company in a merger, acquisition or an asset
purchase of an entity ("Business Opportunity"), Consultant shall be
paid 5% of the gross value of the merger or acquisition transaction in
shares of common stock of the Company within (5) days of signing a
Definitive Merger, Acquisition or Asset Purchase Agreement ("M&A Fee").
For purposes of determining Consultants M&A Fee, the Company's shares
will be valued at $6.00 per share for assisting the Company in a
merger, acquisition or asset purchase.
The Fee Shares, Consultant's Fee and M&A Fee and any other shares
issued pursuant to this Agreement are in addition to any compensation
paid to Consultant for its role or any of Consultant's affiliates role,
in effecting the acquisition of Oasis Resort, Hotel & Casino-III, Inc.,
the purchase of any land held by the Company formerly owned by
Consultant's affiliates in Oasis, Nevada, or any other shares issued to
Consultant or its affiliates prior to July 18, 1998.
6. Registration of Shares
The Company shall register all shares of its common stock payable to
Consultant with the Securities and Exchange Commission under a Form S-8
or other applicable registration statement, and the Company shall cause
such registration statement to be remain effective at all times while
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Consultant holds shares issued to Consultant pursuant to this
Agreement.
The Company will pay the Initial Fee upon demand from Consultant with
shares registered under an applicable registration statement. If the
Company decides to pay the Consultant Fee or the M&A Fee with shares of
its common stock such shares shall be registered and payable with 5
days of the event giving rise to the Company's obligation to pay
Consultant.
However, if Consultant at Consultant's election, agrees to accept such
shares from the Company based upon exemptions from registration
provided by Section 4(2) of the Securities Act of 1933 (the "'33 Act"),
Regulation D of the `33 Act, and applicable state securities laws the
Company will have no obligation to register Consultant's shares.
7. Costs and Expenses
All third party and out-of-pocket expenses incurred by Consultant in
the performance of the Services shall be paid by the Company, or
Consultant shall be reimbursed if paid by Consultant on behalf of the
Company, within ten (10) days of receipt of written notice by
Consultant, provided that the Company must approve in advance all such
expenses in excess of $500 per month.
8. Place of Services
The Services provided by Consultant or Consultant's Personnel hereunder
will be performed at Consultant's offices except as otherwise mutually
agreed by Consultant and the Company.
9. Independent Contractor
Consultant and Consultant's Personnel will act as independent
contractors in the performance of any duties under this Agreement.
Accordingly, Consultant will be responsible for payment of all federal,
state, and local taxes on compensation paid under this Agreement,
including income and social security taxes, unemployment insurance, and
any other taxes due relative to Consultant's Personnel, and any and all
business license fees as may be required. This Agreement neither
expressly nor impliedly creates a relationship of principal and agent,
or employee and employer, between Consultant's Personnel and the
Company. Neither Consultant nor Consultant's Personnel are authorized
to enter into any agreements on behalf of the Company. The Company
expressly retains the right to approve, in its sole discretion, each
Asset Opportunity or Business Opportunity introduced by Consultant, and
to make all final decisions with respect to all transactions on any
Asset Opportunity or Business Opportunity.
10. Rejected Asset Opportunity or Business Opportunity
If, during the term of this Agreement, the Company elects not to
proceed to acquire, participate or invest in any Asset Opportunity or
Business Opportunity identified and/or selected by Consultant,
notwithstanding the time and expense the Company may have incurred
reviewing such transaction, such Asset Opportunity or Business
Opportunity shall re-vest back to and become proprietary to Consultant,
and Consultant shall be entitled to acquire or broker the sale or
investment in such rejected Asset or Business or Business Opportunity
for its own account, or submit such assets or Business Opportunity
elsewhere. In such event, Consultant shall be entitled to any and all
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profits or fees resulting from Consultant's purchase, referral or
placement of any such rejected Asset Opportunity or Business
Opportunity, or the Company's subsequent purchase or financing with
such Asset Opportunity or Business Opportunity in circumvention of
Consultant.
11. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between the Company and Consultant, or employee
and employer as between Consultant's Personnel and the Company.
12. Termination
The Company and Consultant may terminate this Agreement prior to the
expiration of the Primary Term upon thirty (30) days written notice
with mutual written consent. Failing to have mutual consent, without
prejudice to any other remedy to which the terminating party may be
entitled, if any, either party may terminate this Agreement with thirty
(30) days written notice under the following conditions:
(A) By the Company.
(i) If during the Primary Term of this Agreement,
Consultant is unable to provide the Services as set
forth herein for thirty (30) consecutive business
days because of illness, accident, or other
incapacity of Consultant's personnel; or,
(ii) If Consultant willfully breaches or neglects the
duties required to be performed hereunder; or,
(B) By Consultant.
(i) If the Company breaches this Agreement or fails to
make any payments or provide information required
hereunder; or,
(ii) If the Company ceases business or, other than in a
merger arranged by Consultant, sells a controlling
interest to a third party, or agrees to a
consolidation or merger of itself with or into
another corporation, or enters into such a
transaction outside of the scope of this Agreement,
or sells substantially all of its assets to another
corporation, entity or individual outside of the
scope of this Agreement; or,
(iii) If the Company has a receiver appointed for its
business or assets, or otherwise becomes insolvent or
unable to timely satisfy its obligations in the
ordinary course of, including but not limited to the
obligation to pay the Initial Fee, the M&A Fee, or
the Consultant Fee; or,
(iv) If the Company institutes, makes a general assignment
for the benefit of creditors, has instituted against
it any bankruptcy proceeding for reorganization for
rearrangement of its financial affairs, files a
petition in a court of bankruptcy, or is adjudicated
a bankrupt; or,
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(v) If any of the disclosures made herein or subsequent
hereto by the Company to Consultant are determined to
be materially false or misleading.
In the event Consultant elects to terminate without cause or this
Agreement is terminated prior to the expiration of the Primary Term by
mutual written agreement, or by the Company for the reasons set forth
in A(i) and (ii) above, the Company shall only be responsible to pay
Consultant for unreimbursed expenses, Consultant Fee and M&A Fee
accrued up to and including the effective date of termination. If this
Agreement is terminated by the Company for any other reason, or by
Consultant for reasons set forth in B(i) through (v) above, Consultant
shall be entitled to any outstanding unpaid portion of reimbursable
expenses, M&A Fee, if any, and the balance of the Consultant Fee for
the remainder of the unexpired portion of the applicable term (Primary
Term) of the Agreement.
13. Indemnification
Subject to the provisions herein, the Company and Consultant agree to
indemnify, defend and hold each other harmless from and against all
demands, claims, actions, losses, damages, liabilities, costs and
expenses, including without limitation, interest, penalties and
attorneys' fees and expenses asserted against or imposed or incurred by
either party by reason of or resulting from any action or a breach of
any representation, warranty, covenant, condition, or agreement of the
other party to this Agreement.
14. Remedies
Consultant and the Company acknowledge that in the event of a breach of
this Agreement by either party, money damages would be inadequate and
the non-breaching party would have no adequate remedy at law.
Accordingly, in the event of any controversy concerning the rights or
obligations under this Agreement, such rights or obligations shall be
enforceable in a court of equity by a decree of specific performance.
Such remedy, however, shall be cumulative and non-exclusive and shall
be in addition to any other remedy to which the parties may be
entitled.
15. Miscellaneous
(A) Subsequent Events. Consultant and the Company each agree to
notify the other party if, subsequent to the date of this
Agreement, either party incurs obligations which could
compromise its efforts and obligations under this Agreement.
(B) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing
executed by the parties hereto.
(C) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take
actions and to execute and deliver documents a may be
reasonably necessary to effectuate the purposes of this
Agreement.
(D) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed. The failure of any party to this Agreement
5
<PAGE>
to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such
provision or a waiver of the right of such party thereafter to
enforce each and every such provision. No waiver of any breach
of or non-compliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or non-compliance.
(E) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written
consent of the other.
(F) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United
States mails for transmittal by certified or registered mail,
postage prepaid, or when deposited with a public telegraph
company for transmittal, or when sent by facsimile
transmission charges prepared, provided that the communication
is addressed:
(i) In the case of the Company:
Flexweight Corporation
915 North Wells, Suite 4
Wendover, NV 89883
Telephone: (702) 664-3919
Facsimile: (702) 664-2331
(ii) In the case of Consultant:
Hudson Consulting Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Telephone: (801) 575-8073
Telefax: (801) 575-8092
or to such other person or address designated in writing by
the Company or Consultant to receive notice.
(G) Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of this
Agreement.
(H) Governing Law. This Agreement was negotiated and is being
contracted for in the United States, State of Nevada, and
shall be governed by the laws of the State of Nevada, and
United States of America, notwithstanding any conflict-of-law
provision to the contrary.
(I) Binding Effect. This Agreement shall be binding upon the
parties hereto and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(J) Entire Agreement. This Agreement contains the entire agreement
6
<PAGE>
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the
parties relating to the subject matter of this Agreement. No
oral understandings, statements, promises, or inducements
contrary to the terms of this Agreement exist. No
representations, warranties, covenants, or conditions, express
or implied, other than as set forth herein, have been made by
any party.
(K) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in
full force and effect.
(L) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument, by one or more parties hereto and such executed
copy may be delivered by facsimile of similar instantaneous
electronic transmission device pursuant to which the signature
of or on behalf of such party can be seen. In this event, such
execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party
hereto, all parties agree to execute an original of this
Agreement as well as any facsimile, telecopy or other
reproduction hereof.
(M) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the date above written.
"Consultant"
Hudson Consulting Group, Inc.
a Nevada corporation
By:/s/ Richard Surber
------------------
Name: Richard Surber
Title: President
The "Company"
Flexweight Corporation
a Kansas corporation
By:/s/ Walter G. Sanders
---------------------
Name: Walter Sanders
Title: President
<PAGE>
Exhibit A
"Initial Fee" Invoice.
<PAGE>
HUDSON CONSULTING GROUP, INC.
Invoice submitted to:
Flexweight Corporation
915 North Wells, Suite #4
Wendover, NV 89883
July 18, 1998
Professional Services - January 1, 1998 to June 30, 1998
Hours
-----
Kimberly Barrager - SEC filing 1.00
Phyllis Cummings - Corporate document preparation, SEC 20.75
filing 20.75 preparation and research.
Melinda Druce - Corporate document preparation 4.50
Gerald Einhorn - Corporate document preparation, research and 35.00
conference
Mike Golightly - Corporate document preparation 2.75
Steve Mallery - Maintaining corporate books, document preparation, 56.25
SEC filing preparation, research and conference
Wayne Newton - Corporate document preparation, review corporate 87.75
documents, research, conference with auditors and update
general ledger
Judith Richardson - Discussion and document preparation relating 3.75
to Flexweight's 10-QSB and 10-KSB
Sheila Smith - Preparation of financials and accompanying notes and 2.50
document preparation
<PAGE>
Professional Services - January 1, 1998 to June 30, 1998
(Continued)
Hours
-----
Bonnie Tippetts - Corporate document preparation and clerical 15.50
Contract Work
A-Z Professional Consultants, Inc. - Negotiations and financial 40.00
analysis of acquisition of Mizpah Hotel, parcels of land
in Wendover, Nevada and various phone conferences with
principals
--------
TOTAL HOURS 269.75
Description Amount
- ----------- ------
Initial Fee pursuant to Consulting Agreement dated 300,000 shares of
July 18, 1998 Flexweight Common
Stock
