As filed with the Securities and Exchange Commission on September 17, 1998
File Number: 333-63521 Commission File Number: 0-9476
------------ ---------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------
POST EFFECTIVE AMENDMENT NUMBER ONE
TO
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
Flexweight Corporation
----------------------
(Exact Name of Registrant as Specified in its Charter)
915 N. Wells, Suite 4,
Wendover, Nevada 89883 48-0680109
----------------------- ----------
(Address of Principal Executive Offices) (IRS Employer Identification Number)
1998 Stock Option Plan of Flexweight Corporation
------------------------------------------------
(Full Title of the Plan)
Walter Sanders 915 N. Wells, Suite 4, Wendover, Nevada 89883
------------------------------------------------------------
(Name and Address of Agent for Service of Process)
702-664-3081
------------
(Telephone Number, Including Area Code, of Agent for Service)
EXPLANATORY NOTE
This Post-Effective Amendment to Registration Statement is being filed
by Flexweight Corporation, a Kansas Corporation (the "Company"). On September
16, 1998, the Company filed a Registration Statement on Form S-8 to register an
additional 1,018,333 shares (the "Registration Statement") of the Company's
common stock, par value $.10 ("Common Stock"), to be issued pursuant to the
exercise of options granted under the Company's Amended 1998 Stock Option Plan
(the "Option Plan"). Pursuant to the Company's Option Plan the Company is
obligated issued 40,000 shares of its common stock to Nuven Advisors, Inc.
pursuant to an Advisory Agreement and 633,333 shares to Park Street Investments,
Inc. pursuant to a Consulting Agreement under the Registration Statement. The
Company is filing this Post-Effective Amendment for the purpose of disclosing
these contracts.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Post-Effective Amendment Number One to the Registration Statement Number
333-63521 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Wendover, State of Nevada on the 17th day of
September 1998.
Flexweight Corporation
By:/s/ Walter G. Sanders
---------------------
Walter G. Sanders, President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Walter G. Sanders, with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment Number One to the Registration Statement Number
333-63521 on Form S-8 has been signed on the 17th day of September 1998 by the
following persons in the capacities indicated.
Signature Title Date
- --------- ----- ----
/s/ Walter G. Sanders President, Acting Chief Financial September 17, 1998
- --------------------- Officer and Director
Walter G. Sanders
/s/ Charles Longson Vice President and Director September 17, 1998
- -------------------
Charles Longson
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibits SEC Ref. No. Description of Exhibit Sequentially
Numbered Pages
- -------- ------------ ---------------------------------------- --------------
A 10 Financial Consulting Agreement between the 4
Company and Park Street Investments, Inc.
dated June 1, 1998
B 10 Advisory Agreement between the Company and 10
NuVen Advisors, Inc. dated July 18, 1998
EXHIBIT "A"
Financial Consulting Agreement
<PAGE>
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.
1
<PAGE>
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
2
<PAGE>
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
3
<PAGE>
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.
4
<PAGE>
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.
5
EXHIBIT "B"
<PAGE>
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT ( the "Agreement") is made this 18th day of
July 1998, by and between NuVen Advisors, Inc., a Nevada corporation ("Advisor")
and Flexweight Corporation, a Kansas corporation (the "Company").
WHEREAS, Advisor and Advisors's Personnel (as defined below) have
experience in evaluating and effecting mergers and acquisitions, supervising
corporate management, and in performing general administrative duties for
publicly-held companies and development stage investment ventures; and
WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development 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 Advisor
agree as follows:
1. Engagement
The Company hereby retains Advisor, retroactive to April 1, 1998, the
date Advisor first began providing the services ( the "Effective Date")
and continuing until termination, as provided herein, to assist the
Company in it's effecting the purchase of businesses and assets
relative to its business and growth strategy (the "Services"). The
Services are to be provided on a "best efforts" basis directly and
through Advisor's officers or others employed or retained and under the
direction of Advisor ("Advisor's Personnel"); provided, however, that
the Services shall expressly exclude all legal advice, accounting
services or other services which require licenses or certification
which Advisor may not have.
2. Term
This Agreement shall have an initial term of one (1) year (the "Primary
Term"), commencing with the Effective Date. At the conclusion of the
Primary Term this Agreement will automatically be extended on an annual
basis ( the "Extension Period") unless Advisor of the Company shall
serve written notice on the other party terminating the Agreement. Any
notice to terminate given hereunder shall be in writing and shall be
delivered at least thirty (30) days prior to the ind of the Primary
Term or any subsequent Extension Period.
3. Time and Effort of Advisor
Advisor shall allocate time and Advisors Personnel as it deems
necessary to provide the Services. The particular amount of time may
vary from day to day or week to week. Except as otherwise agreed,
Advisor's monthly statement identifying, in general, tasks performed
for the Company shall be conclusive evidence that the Services have
been performed. Additionally, in the absence of willful misfeasance,
bad faith, negligence or reckless disregard for the obligations or
duties hereunder by Advisor, neither Advisor nor Advisor'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 Business Opportunity (as defined
herein)
<PAGE>
undertaken by the Company as a result of advice provided by Advisor or
Advisors's Personnel.
4. Compensation
The Company agrees to pay Advisor a fee for the Services ("Initial
Fee") by way of the issuance by the company of Forty Thousand (40,000)
shares of the Company's common stock following the Company's closing on
the purchase of the initial Business Opportunity ( as defined below),
and a monthly fee ("Advisory Fee") equal to Three Thousand Dollars
($3,000), payable monthly in cash or shares of the Company's stock, at
the Company's election.
As incentive to execute this Agreement, the Company hereby grants to
Advisor an option to purchase Three Hundred Fifty Thousand (350,000)
shares of the Company's common stock ("Option Shares") exercisable at a
price of $6.00 per share, which is approximately 110% of the 10-day
moving average closing bid price for such shares at July 15, 1998.
Advisory's tight to purchase such Option Shares shall be governed by
the terms and conditions of the Option Agreement attached hereto as
Exhibit "A" and incorporated herein by reference ( the "Option"). The
right of Advisor to exercise such Option will vest to Advisor upon
execution hereof
5. Other Services
If, following the Closing by the Company of the first Business
Opportunity, the Company enters into a merger or exchange securities
with, or purchases the assets or enters into a joint venture with , or
makes an investment in a company introduced by Advisor ( a "Business
Opportunity"), the Company agree's to pay Advisor a fee equal to five
percent ( 5%) of the value of each Business Opportunity introduced by
Advisor and acquired of otherwise participated in by the Company
(collectively referred to herein, in each instance, as the "Transaction
Fee"), which shall be payable immediately following the closing of each
such transaction, in cash or in shares of the Company's common stock.
The Company and Advisor acknowledges that in the event Advisor, as a
result of this agreement, receives shares of the Company's common stock
it may be considered an affiliate subject to Section 16(b) of the
Securities Exchange Act of 1934 (the "34 Act"). In this regard the
Company and Advisor agree , that for the purposes of any "profit"
computation under Section 16(b) of the '34 Act, the price paid for such
shares is equal to the Initial Fee, the Advisory Fee or the Transaction
Fee, as the case may be.
6. Registration of Shares
No later than ten (10) days following the date hereof as to share
issued to satisfy the Advisory Fee ( if paid in shares), the Option
Shares, and as to an event giving use to the Company's obligation to
pay a Transaction Fee, such shares shall be registered by the Company
with the Securities and Exchange Commission under a Form S-8 or other
applicable registration statement to be remain effective until the
earlier of the first anniversary of the issuance of the most recently
issued shares, or the sale of all such shares by Advisor, whichever is
the earlier date. At Advisor's election, such shares may be issued
prior to registration in reliance on 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. Such
issuance or reservation of shares shall be in reliance on
<PAGE>
representations and warranties of Advisor set forth herein. Failing to
register such share, or maintain the effectiveness of the applicable
registration statement, the Company shall satisfy any Initial Fee,
Transaction Fee of Advisory Fee in cash within ten (10) days of receipt
of Advisor's statement setting out the amount and type of fee then due
and payable.
7. Costs and Expenses
All third party and out-of-pocket expenses incurred by Advisor in the
performance of the Services shall be paid by the Company, or Advisor
shall be reimbursed if paid by Advisor 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 Advisor or Advisor's Personnel hereunder will
be performed at Advisor's offices except as otherwise mutually agreed
by Advisor and the Company.
9. Independent Contractor
Advisor and Advisor's Personnel will act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
Advisor 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 Advisor'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 Advisor's Personnel and the Company. Neither Advisor
nor Advisor'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 Advisor, and to make all final decisions with
respect to effecting a transaction on any Business Opportunity.
10. Rejected Asset Opportunity or Business Opportunity
If, during the Primary Term of this Agreement or any Extension Period,
the Company elects not to proceed to acquire, participate or invest in
any Business Opportunity identified and/or selected by Advisor,
notwithstanding the time and expense the Company may have incurred
reviewing such transaction, such Business Opportunity shall revert back
to and become proprietary to Advisor, and Advisor shall be entitled to
acquire or broker the sale or investment in such rejected Business
Opportunity for its own account, or submit such assets or Business
Opportunity elsewhere. In such event, Advisor shall be entitled to any
and all profits or fees resulting from Advisor's purchase, referral or
placement of any such rejected Business Opportunity, or the Company's
subsequent purchase or financing with such Business Opportunity in
circumvention of Advisor
11. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between the Company and Advisor, or employee and
employer as between Advisor's Personnel and the Company.
<PAGE>
12. Termination
The Company and Advisor 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 or any
Extension Period, Advisor is unable to provide the
Services as set forth herein for thirty (30)
consecutive business days because of illness,
accident, or other incapacity of Advisor's Personnel;
or,
(ii) If Advisor willfully breaches or neglects the duties
required to be performed hereunder; or,
(B) By Advisor.
(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 the
Initial Merger, 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 Transaction
fee, or the Advisory 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,
(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 Advisor elects to terminate without cause or this
Agreement is terminated prior to the expiration of the Primary Term or
any Extension Period 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 Advisor for unreimbursed expenses, Advisory Fee and
Transaction 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 Advisor for reasons set forth in B(i) through (v)
above, Advisor shall be entitled to any outstanding unpaid portion of
reimbursable expenses, Transaction Fee, if any, and the balance of the
Advisory Fee for the remainder of the unexpired portion of the
applicable term
<PAGE>
(Primary Term or Extension Period) of the Agreement.
13. Indemnification
Subject to the provisions herein, the Company and Advisor 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
Advisor 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. Advisor 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
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,
<PAGE>
provided that the communication is addressed:
(i) In the case of the Company:
Flexweight Corporation
915 North Wells
Wendover, NV 89803
Telephone: (702) 664-3919
Facsimile: (702) 664-2331
With copy to:
Hudson Consulting Group.
268 West 400 South
Salt Lake City, Utah 84101
Telephone: (801) 575-8073
Telefax: (801) 575-8092
(ii) In the case of Advisor:
NuVen Advisors, Inc.
6337 So. Highland Drive, Suite 319
Salt Lake City, Utah 84121
Telephone: (801) 277-8755
Telefax: (801) 277-8755
With copy to:
Richard O. Weed
Archer & Weed
4695 MacArthur Court, Suite #530
Newport Beach, CA 92660
Telephone: (714) 833-5363
Telefax: (714) 833-5384
or to such other person or address designated in writing by
the Company or Advisor 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 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
between the parties
<PAGE>
hereto and supersedes any and all prior agreements,
arrangements, or understandings between the parties relating
to the subject matter of this Agreement. No oral understan
dings, 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.
"Advisor"
NuVen Advisors, 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
