UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Kelly's Coffee Group, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
488159-10-4
(CUSIP Number)
Richard D.Surber, 268 West 400 South, Salt Lake City, Utah 84101 (801)575-8073
(Name, address and telephone number of person authorized to receive
notices and communications)
August 1, 1997
(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 the subject of this Schedule 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
<PAGE>
SCHEDULE 13D
CUSIP No. 488159 10 4 Page 2 of 27 Pages including exhibits
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hudson Consulting Group, Inc. ("Hudson")
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) ( X)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Hudson does business in the State of Utah and is incorporated in the State of
Nevada.
7) SOLE VOTING POWER 5,817,570
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 5,817,570
PERSON WITH
10) SHARED DISPOSITIVE POWER 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Hudson Consulting Group, Inc. - 5,817,570
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 488159 10 4 Page 3 of 27 Pages including exhibits
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CyberAmerica Corporation ("Cyber")
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) ( X)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Cyber does business in the State of Utah and is incorporated in the State of
Nevada.
7) SOLE VOTING POWER 605,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 605,000
PERSON WITH
10) SHARED DISPOSITIVE POWER 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CyberAmerica Corporation - 605,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 488159 10 4 Page 4 of 27 Pages including exhibits
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oasis International Hotel & Casino, Inc. ("Oasis")
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) ( X)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Oasis does business in the State of Utah and is incorporated in the State of
Nevada.
7) SOLE VOTING POWER 8,500,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 8,500,000
PERSON WITH
10) SHARED DISPOSITIVE POWER 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Oasis
International Hotel & Casino - 8,500,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
14) TYPE OF REPORTING PERSON
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 488159 10 4 Page 5 of 27 Pages including exhibits
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Canton Financial Services Corp. ("CFS")
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) ( X)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Canton does business in the State of Utah and is incorporated in the State of
Nevada.
7) SOLE VOTING POWER 1,150,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 1,150,000
PERSON WITH
10) SHARED DISPOSITIVE POWER 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Canton Financial Services Corp. - 1,150,000
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14) TYPE OF REPORTING PERSON
CO
<PAGE>
Pages 6 of 27 Pages including exhibits
Item 1. Security and Issuer
This schedule relates to common stock, par value $0.001 per share, of
Kelly's Coffee Group, Inc.("Common Stock"). Kelly's Coffee Group, Inc..
("Kelly's") is a Colorado corporation with principal offices at 268 West 400
South, Salt Lake City, Utah 84101.
Item 2. Identity and Background
(a) This schedule is filed by Hudson Consulting Group, Inc., a Nevada
corporation ("Hudson"), CyberAmerica Corporation , a Nevada corporation
("Cyber"), Oasis International Hotel & Casino, Inc., a Nevada
corporation ("Oasis") and Canton Financial Services Corporation , a
Nevada corporation ("CFS"),
(b) The business address for Hudson, Cyber, Oasis and CFS is 268 West 400
South, Salt Lake City, Utah 84101.
(c) (i) The principal business of Hudson is providing financial and
business consulting services. (ii) The principal business of Cyber is
real estate investment and financial consulting by virtue of its status
as a holding company. (iii) The principal business of Oasis is the
development of real estate. (iv) The principal business of CFS is
providing financial consulting and business consulting services.
(d) Neither Hudson, Cyber, Oasis nor CFS have not been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanors) during the last five years.
(e) During the last five years Hudson, Cyber, Oasis nor CFS has never 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 of finding any
violation with respect to such laws.
(f) Hudson, Cyber, Oasis and CFS are Nevada corporations
Item 3. Source and Amount of Funds or Other Consideration
Hudson
Hudson acquired 2,000,000 shares of Kelly's for consulting services on
August 12, 1998 from Kelly's. On June 23, 1999, Hudson acquired an additional
3,817,570 pursuant to a Stock Purchase Agreement ("Agreement") between Hudson
and Terrence Butler for $40,000 cash. Hudson has paid $35,000 as of the date of
this filing and is in receipt of 2,425,000 shares of Kelly's and will receive
the remaining 1,417,570 shares on or before August 1, 1999 under the terms of
the Stock Purchase Agreement.
Cyber
Cyber received 605,000 of Kelly's common stock on August 25, 1997 for
services rendered by Cyber.
Oasis
Oasis received a total of 8,500,000 shares of Kelly's common stock as
satisfaction for mortgage
<PAGE>
Pages 7 of 27 Pages including exhibits
payments totaling $170,000 owed to it by Oasis Resorts International, Inc.
(f.k.a. Flexweight Corporation)Oasis Resorts International, Inc. acquired the
Kelly's shares in exchange for shares of Oasis Resorts International, Inc.
shares of common stock.
CFS
CFS acquired 1,150,000 shares of Kelly's common stock on August 1, 1997
for consulting services rendered by CFS pursuant to a Consulting Agreement.
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the
acquisition of securities of the issuer and describes any plans or proposals
resulting in material transactions with Kelly's.
Hudson
Hudson is a financial consulting firm that specializes in assisting
private companies in becoming public companies, in debt settlement and other
business related services. Hudson plans to assist Kelly's in the preparation of
its Securities Exchange Act filing, settling debt, and finding a suitable merger
or acquisition candidate for Kelly's. Accordingly, Hudson will be retained by
Kelly's to further the above goals. After Hudson finds a suitable merger or
acquisition candidate, Hudson will either retain a portion of its shareholdings
in Kelly's or will liquidate its holdings depending upon the rate of return
Hudson can obtain. Kelly's former board of directors has elected Richard Surber
to the board of directors of Kelly's and have resigned effective May 6, 1999.
Richard Surber is also the president and a director of Hudson, Cyber, Oasis and
CFS. Kelly's currently has no operations.
Cyber
Cyber acquired its shares in Kelly's for investment purposes.
Oasis
Oasis acquired its shares in Kelly's for the purpose of receiving
payment under a note owed to it by Oasis Resorts International, Inc. or for
investment purposes.
CFS
CFS acquired the shares in lieu of cash for payment for services
rendered to Kelly's or for investment purposes.
Item 5. Interest in Securities of the Issuer
(a) (i) The aggregate number of the class of securities, identified pursuant to
Item 1, beneficially owned by Hudson is 5,817,570. The percentage of the class
of securities, identified pursuant to Item 1, beneficially owned by Hudson is
13.4%. (ii)The aggregate number of the class of securities, identified pursuant
to Item 1, beneficially owned by Cyber is 605,000. The percentage of the class
of securities, identified pursuant to Item 1, beneficially owned by Hudson is
1.4%. (iii)The aggregate number of the class of securities, identified pursuant
to Item 1, beneficially owned by Oasis is 8,500,000. The percentage of the class
of securities,
<PAGE>
Pages 8 of 27 Pages including exhibits
identified pursuant to Item 1, beneficially owned by Hudson is 19.6%. (iv)The
aggregate number of the class of securities, identified pursuant to Item 1,
beneficially owned by CFS is 1,150,000. The percentage of the class of
securities, identified pursuant to Item 1, beneficially owned by Hudson is 2.6%.
(b) (i) For Hudson the number of shares as to which there is sole power to vote
or to direct the vote is 5,817,570, the number of shares with the shared power
to vote or to direct the vote is 0, the number of shares with the sole power to
dispose or to direct the disposition is 5,817,570, the number of shares with
shared power to dispose or to direct the disposition is 0. The principal
business of Hudson is providing financial and business consulting services. (ii)
For Cyber the number of shares as to which there is sole power to vote or to
direct the vote is 605,000, the number of shares with the shared power to vote
or to direct the vote is 0, the number of shares with the sole power to dispose
or to direct the disposition is 605,000, the number of shares with shared power
to dispose or to direct the disposition is 0. The principal business of Cyber is
a real estate investment and financial consulting company by virtue of its
status as a holding company. (iii) For Oasis the number of shares as to which
there is sole power to vote or to direct the vote is 8,500,00, the number of
shares with the shared power to vote or to direct the vote is 0, the number of
shares with the sole power to dispose or to direct the disposition is 8,500,000,
the number of shares with shared power to dispose or to direct the disposition
is 0. The principal business of Oasis is the development of real estate. (iv)
For CFS the number of shares as to which there is sole power to vote or to
direct the vote is 1,150,000, the number of shares with the shared power to vote
or to direct the vote is 0, the number of shares with the sole power to dispose
or to direct the disposition is 1,150,000, the number of shares with shared
power to dispose or to direct the disposition is 0. The principal business of
CFS is providing financial consulting and business consulting services.
(c) On June 23, 1999, Hudson acquired an additional 3,817,570 pursuant to a
Stock Purchase Agreement ("Agreement") between Hudson and Terrence Butler for
$40,000 cash. Hudson has paid $35,000 as of the date of this filing and is in
receipt of 2,425,000 shares of Kelly's and will receive the remaining 1,417,570
shares on or before August 1, 1999 under the terms of the Stock Purchase
Agreement.
(d) No person aside from the reporting persons 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.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There are currently no contracts, arrangements, or understandings with
respect to securities of Kelly's. However, Hudson, CFS and Oasis are all
majority owned subsidiaries of Cyber with a common officer and director Richard
Surber. Richard Surber's intentions are to attempt to improve the financial
position of Kelly's through settling debt and finding operations for Kelly's
through a merger or acquistion with the assistance of Hudson. Consequently, all
shares owned by Hudson, Cyber, Oasis and CFS will be voted in favor of any
proposal submitted to the shareholders of Kelly's to effect the above,
contemplated transaction.
Item 7. Material to Be Filed as Exhibits.
A. Attached as Exhibit A is a copy of the Stock Purchase
Agreement dated June 23, 1999 between Hudson and Terrence
Butler.
B. Attached as Exhibit B is a copy of the resolution appointing
Richard D. Surber as a Director and the President of Kelly's.
<PAGE>
Pages 9 of 27 Pages including exhibits
C. Attached as Exhibit C is a copy of the Consulting Agreement
between Kelly's and CFS dated August 1, 1997.
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.
Hudson Consulting Group, Inc.
Date: 6/25/99 /s/ Richard D. Surber
_______ _______________________
Richard D. Surber, President
CyberAmerica Corporation
Date: 6/25/99 /s/ Richard D. Surber
_______ _____________________
Oasis International Hotel & Casino, Inc.
Date: /s/ Richard D. Surber
______________________
Richard D. Surber, President
Canton Financial Services Corporation
Date: /s/ Richard D. Surber
______________________
Richard D. Surber, President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
EXHIBIT A
Stock Purchase Agreement
between Hudson and Terrence Butler
June 23, 1999
<PAGE>
EXHIBIT A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made effective
June__, 1999, by and between Terrence A. Butler ("Butler")with offices at 121-16
Ocean Promenade #1E, Rockaway Park, New York 11694 and Hudson Consulting Group,
Inc., a Nevada corporation, with offices at 268 West 400 South, Suite 306, Salt
Lake City, Utah 84101 ("Hudson").
PREMISES
A. Butler owns Three Million Eight Hundred Forty Two Thousand Five Hundred
Seventy (3,817,570) shares of the common stock, par value $0.001, of
Kelly's Coffee Group, Inc. ("Shares") and has possession of sufficient
corporate records of Kelly's Coffee Group, Inc. to allow new management
of Kelly's Coffee Group, Inc. ("Kelly's") to cause Kelly's to become
current with its Securities Exchange Act filings.
B. Hudson is interested in acquiring the Shares from Butler for a purchase
price of forty thousand five hundred twenty seven ($40,000) U. S.
dollars (the "Purchase Price") contingent upon Butler providing
sufficient information to allow Kelly's new management to cause Kelly's
to become current with its Securities Exchange Act filings.
C. Butler and Hudson desire to exchange the Shares for the Purchase Price.
AGREEMENT
Based on the above Premises, which are hereby incorporated by reference
and in consideration of the mutual promises contained herein, the benefits to be
derived by each party hereunder and other good and valuable consideration, the
sufficiency of which is hereby expressly acknowledged, Butler and Hudson agree
as follows:
1. PURPOSE
On the basis of the representations and warranties contained herein and
subject to the terms and conditions set forth herein, Butler agrees to
exchange the Shares for the Purchase Price.
2. DELIVERY OF THE SHARES
A. Butler will deliver the Shares to Hudson on or before June 25,
1996 with all the necessary medallion signature guarantees and
transfer documents. Furthermore, Butler will assist Kelly's
new management in bringing Kelly's current with its Securities
Exchange Act filings by no later than August 1, 1999.
B. Hudson will deliver $33,000 of the Purchase Price to Butler in
acceptable U. S. funds on or before June 25, 1996 and will
deliver the remaining $7,000 within 10 days of Kelly's
becoming current with its Securities Exchange Act filings.
3. REPRESENTATIONS AND WARRANTIES OF BUTLER Butler hereby represents and
warrants to Hudson that:
A. Authority. This Agreement has been duly executed by Butler.
The execution and performance of this Agreement will not
violate or result in a breach of, or constitute a default
Page 1 of 4
<PAGE>
in any agreement, instrument, judgment, order or decree to
which Butler is a party or to which Butler is subject.
B. Organization. Butler is an individual residing in the state of
New York.
C. Transfer. Butler warrants the title to the Shares to Hudson,
its successors and assignees.
D. Information. No representation or warranty contained herein,
nor statement in any document, certificate or schedule
furnished or to be furnished pursuant to this Agreement by
Butler in connection with the transaction contemplated hereby,
contains or contained any untrue statement of a material fact,
nor does or will omit to state a material fact necessary to
make any statement of fact contained herein not misleading.
4. REPRESENTATIONS AND WARRANTIES OF Hudson
Hudson hereby represents and warrants to Butler that:
A. Authority. This Agreement has been duly executed by Hudson.
The execution and performance of this Agreement will not
violate, or result in a breach of, or constitute a default in
any agreement, instrument, judgment, order or decree to which
Hudson is a party or to which Hudson is subject nor will such
execution and performance constitute a violation of or
conflict with any fiduciary duty to which Hudson is subject.
B. Security Compliance. Hudson hereby represents to Butler that:
(I) Hudson is acquiring the Shares in a private
transaction, for Hudson's own account and for
investment purposes only and not with a view to
public resale or distribution.
(ii) Hudson will not sell, transfer or otherwise dispose
of the Shares except in compliance with the
Securities Act of 1933, as amended (the "Securities
Act").
C. Financial Advisors. Hudson, in making its decision to acquire
the Shares has relied solely on the advice of its principals,
or its financial advisors and not on advice given by the
agents, principals, consultants or employees of Butler.
5. PRIVATE TRANSACTION
Hudson represents and warrants that the exchange of the Shares is being
made for investment only and Hudson does not intend to sell,
hypothecate, give or otherwise dispose of any restricted shares
transferred herein or any interest therein for distribution to the
public except in compliance with the Securities Act. Hudson and Butler
acknowledge that this representation and warranty constitutes the basis
upon which the other party is induced to enter into and perform its
obligations under this Agreement.
6. TERMINATION
Either party may terminate this Agreement at anytime prior to the date
of Closing if there is any actual or threatened action or proceeding by
or before any court or any other governmental body which seeks to
restrain, prohibit, or invalidate the transactions which this Agreement
contemplates and which, in the judgment of the party giving notice to
terminate and based upon the advice of legal counsel, makes it
inadvisable to proceed with the transactions which this Agreement
contemplates.
Page 2 of 4
<PAGE>
7. MISCELLANEOUS
A. Notices. Any notice under this Agreement shall be deemed to
have been sufficiently given if sent by registered or certified
mail, postage prepaid, addressed as follows:
Terrence A. Butler
121-16 Ocean Promenade, Apt #1E
Rockaway Park, New York 11694
Hudson Consulting Group, Inc
268 West 400, Suite 300
Salt Lake City, Utah 84101
Attention: Richard D. Surber
or to any other address which the parties may hereafter
designate by notice. All notices shall be deemed to have been
given as of the date of receipt.
B. Entire Agreement. This instrument sets forth the entire
agreement between the parties hereto and no prior written or
oral statement or agreement shall be recognized or enforced.
C. Severability. If a court of competent jurisdiction determines
that any clause or provision of this Agreement is invalid,
illegal or unenforceable, the other clauses and provisions of
the Agreement shall remain in full force and effect. The
clauses and provisions which the Court determines are void,
illegal or unenforceable shall be limited so that they remain
in effect to the extent permissible by law.
D. Assignment. Neither party may assign this Agreement without
the express written consent of the other party. However, if
the other party consents to the assignment such assignment
will bind and inure to the benefit of the assignee.
E. Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of the State of Utah.
F. Venue. To the extent permitted by law, the parties agree that
the federal and local courts in Utah shall have exclusive
personal and subject matter jurisdiction and venue for any
claim or dispute between the parties, irrespective of the
nature or source of the claim or dispute. The parties made
this arrangement because: the parties mutually desire to
remove uncertainty as to such matters; one or more of the
parties and their property are located in Utah; and this
Agreement has been negotiated and executed and will be
performed in Utah.
G. Waiver of Jury Trial. To the extent permitted by law, the
parties hereby irrevocably waive a jury trial in the event of
litigation. The parties included this provision because of the
cost and delay of a jury trial and because the parties believe
that a jury trial would not be necessary to resolve any
dispute or claim between them.
H. Attorney's Fees. If either party institutes legal action or
other proceeding (including, but not limited to, arbitration)
to enforce or to declare any right or obligation under this
Agreement or as a result of a breach, default or misrepresen-
tation in connection with any of the provisions of this Agree-
ment, or otherwise because of a dispute among the parties, the
successful or prevailing party will be entitled to recover
reasonable attorney's fees. Attorney's fees shall include fees
for appeals, collections and other expenses incurred in such
action or proceeding. Legal fees shall be awarded in addition
to any other relief to which the prevailing party may be
entitled.
Page 3 of 4
<PAGE>
I. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer, any rights or
remedies upon any person other than the parties hereto and
their successors.
J. Counterparts. The parties understand and agree that they may
execute this Agreement in any number of identical counterparts,
via facsimile or mail. Each counterpart shall be deemed an
original for all purposes.
K. Further Assurances. At any time and from time to time, after
the date of this Agreement, each party will execute such
additional instruments and take such actions as are reasonably
necessary to confirm or perfect title to the Shares or
otherwise to carry out the intent and purposes of this
Agreement.
L. Amendment or Waiver. Every right and remedy provided herein
shall be cumulative with every other right or remedy at law,
or in equity, and may be enforced concurrently herewith. No
waiver by any party of the performance of any obligation by
the other shall be construed as a waiver of the same or any
other default then, theretofore, or thereafter occurring or
existing. At any time prior to the Closing Date, this
Agreement may be amended by a writing signed by both parties.
Any term or condition of this Agreement may be waived or the
time for performance hereof may be extended by a writing
signed by the party or parties for whose benefit the provision
is intended.
M. Headings. The section and subsection headings in this
Agreement are inserted for convenience only. In the event of a
conflict between a heading and the text of this Agreement, the
text shall control the meaning and interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Stock
Purchase Agreement.
EXECUTED THIS __TH day of June 1999.
"Terrence A. Butler"
/s/ Terrence A. Butler
------------------------------------
Terrence A. Butler
"Hudson Consulting Group , Inc."
/s/ Richard D. Surber
------------------------------------
Richard D. Surber, President
Page 4 of 4
EXHIBIT B
Kelly's Coffee Group, Inc. Corporate Resolution
Appointing Richard Surber as a Director and President
May 6th, 1999
<PAGE>
EXHIBIT B
UNANIMOUS WRITTEN CONSENT TO ACTION WITHOUT A MEETING
RESOLUTION OF THE BOARD OF DIRECTORS
OF
Kelly's Coffee Group, Inc.
The undersigned, constituting all members of the Board of Directors
(the "Board") of Kelly's Coffee Group, Inc., a Colorado corporation (the
"Corporation"), hereby adopt the following resolution this 6th day of May 1999,
by written consent to be effective immediately;
WHEREAS, the Corporations's Chief Executive Officer and President,
Terrence A. Butler, has tendered his resignation;
WHEREAS, the Corporation's Treasurer, Carl J. Conte, has tendered his
resignation;
WHEREAS, the Corporation's Secretary, Kathy S. Fox, has tendered her
resignation;
WHEREAS, the Board believes it is the best interest of the Corporation
to appoint Richard Surber as the President, Secretary and Director for the
Corporation;
WHEREAS, Mr. Surber is qualified and willing to accept an appointment
to serve as the President, Secretary and Director of the Corporation; and
WHEREAS, the Corporation's current Board intends to resign immediately
after the appointment of Richard Surber as President, Secretary and Director;
THEREFORE BE IT RESOLVED, that the Board hereby approves, authorizes,
and ratifies the appointment of Richard Surber as President, Secretary and
Director;
THEREFORE BE IT FURTHER RESOLVED, that the Board here\by accepts the
resignation of the current Board and the resignation of Terrence A. Butler as
Chief Executive Officer and President, Carl J. Conte as Treasurer and Kathy S.
Fox as Secretary of the Corporation
FURTHER RESOLVED, that the appropriate officers of the Corporation are
hereby authorized, empowered, and directed in the name of and on behalf of the
Corporation, to execute and deliver all such documents, instruments, schedules,
forms, and certificates, to make all such payments or perform all such acts and
things, and to execute and deliver all such other documents as may be necessary
from time to time in order to carry out the purpose and intent of this
resolution, that all of the acts and doings of any such officers that are
consistent with the purpose of this resolution are hereby authorized, approved,
ratified and confirmed in all respects.
/s/ Terrence A. Butler /s/ Carl J. Conte
______________________________ _______________________
Terrence A. Butler, Director Carl J. Conte, Director
<PAGE>
Resigned 8-98
_________________________
Kathy S. Fox, Director
I, hereby, tender my resignation as Chief Executive Officer, President
and Director of Corporation effective immediately upon Richard Surber accepting
his position as a Director.
/s/ Terrence A. Butler
___________________________
Terrence A. Butler
I, hereby, tender my resignation as Treasurer and Director of the
Corporation immediately.
/s/ Carl J. Conte
___________________________
Carl J. Conte
I, hereby, tender my resignation as Secretary and Director of the
Corporation immediately.
Resigned 8-98
___________________________
Kathy S. Fox, Director
I, hereby, accept my position as President, Secretary and Director of
the Corporation effective immediately.
/s/Richard Surber
_____________________________
Richard Surber
<PAGE>
EXHIBIT C
CONSULTING AGREEMENT
between Kelly's and CFS
August 1st, 1997
<PAGE>
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 1st day of
August 1997 by and between Kellys Coffee Group, Inc., a Colorado corporation
with principal offices at 647 Seventeenth Avenue, P.O. Box 1539, Longmont,
Colorado 80502 ("Client"), and Canton Financial services corporation, a Nevada
corporation with principal offices at 268 West 400 South, Suite 300, Salt Lake
City, Utah 84101 ("Consultant").
PREMISES
WHEREAS, Client wishes to retain Consultant to provide Client with
general business consulting services including assistance in finding business
opportunities, assistance in the coordinating the preparation 6f Client's
periodic reports under the Exchange Act of 1934, and assistance in finding
partners willing to assist Client in the expansion of its operations;
WHEREAS, Consultant is in the business of providing general
consulting services and is willing to be retained by Client for a period of
one year in exchange for the consideration specified hereafter;
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:
Section 1- Engagement of Consultant and Term of Agreement.
A. Client retains Consultant to assist Client in general business
consulting, which shall consist of assistance in finding business
opportunities, assistance in the coordinating the preparation of Client's
periodic reports under the Exchange Act of 1934, and assistance in finding
partners willing to assist Client in the expansion of its operations.
B. Subject to earlier termination provided in Section 6 below,
the term of this Agreement shall, be one (1) year from the
execution of this Agreement.
Section 2 - Compensation
Client shall compensate Consultant in the following manner:
A. Upon execution of this Agreement, Client shall deliver to
Consultant 1,150,000 shares of Client's common stock, par value $ ("Common
Stock"). The 1,150,000 shares of Common Stock shall constitute a retainer fee
for Consultant's services. The shares of Common Stock to be issued as a
retainer shall be issued pursuant to the exemption from federal registration
afforded by ss.4(2) of the Securities Act of 1933, as amended (the "Act "),
and shall be restricted as to resale pursuant to Rule 144 promulgated under
the Act.
B. Client also agrees to pay Consultant a monthly consulting fee
which fee shall be calculated by multiplying the number of hours worked by
Consultant's professional staff with the hourly fee as set forth in Exhibit
"A," attached hereto and incorporated herein by this reference, and which may
be amended from time to time by Consultant. Consultant shall bill Client on a
monthly basis, and payment shall be due upon receipt of the bill, payable in
either cash or in Client's Common Stock, at Client's option. The Common Stock
shall be registered under any available registration statement. For purposes
of this Paragraph, Common Stock shall be valued at the lower of. (i) the
closing bid price for the Common Stock on the final day of the month in which
services were performed by Consultant;
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or (ii) the closing bid price for the Common Stock on date when the
Common Stock is actually issued, provided however, that any shares of Common
Stock issued to Consultant hereunder which are restricted as to resale shall
be valued at the lower of: (i) one-half the closing bid price for the Common
Stock on the final day of the month in which services were performed by
Consultant; or (ii) one-half the closing bid price for the Common Stock on
date when the Common Stock is actually issued.
C. Client shall reimburse Consultant for expenses incurred during and
in relation to Consultant's performance under this Agreement. Such expenses
include, but are not limited to, travel, lodging, filing fees, printing,
postage, delivery, shipping, copying, telephone calls, overnight packages,
facsimiles, and all other out-of-pocket expenses. Such expenses may be
repayable in either cash or Common Stock, at Client's option. For purposes of
this Paragraph, Common Stock shall be valued according to the formula set
forth in Section 2, Paragraph B.
D. All shares of stock issued to Consultant under this Agreement
shall, when issued, be validly issued, fully paid and non-assessable.
E. All fees and expenses are payable within 10 days of billing.
Amounts unsatisfied after this 10- day period are subject to an interest
charge of 12% per annum.
Section 3 - Registration Rights.
Client agrees to subsequently register all restricted shares issued,
exchanged or otherwise transferred to Consultant pursuant to Section 2 of this
Agreement ("Payment Shares") as follows:
A. If, at any time commencing after the termination of this Agreement
and for a period of two (2) years thereafter, Client (or any of its successors)
proposes to file a registration statement for the public sale of shares of the
Payment Shares, written notice of such proposal will be given to Consultant at
least 60 days prior to the filing of such registration statement. The term
"Registration Statement" as used in this Section shall be deemed to include any
form which may be used to register a distribution of securities to the public, a
post-effective amendment to a registration statement, or a Notification and
Offering Circular pursuant to a Regulation A Offering- when necessary to perfect
an exemption thereunder. Client agrees that on written notice received from
Consultant, within 20 days after Consultant's receipt of the notice to file a
registration statement, Client shall allow Consultant to have the Payment Shares
included in such Registration Statement. Notwithstanding the provision of this
section, Client shall have the right, at any time after it shall give written
notice pursuant to this subsection to elect to offer only a portion of the
Payment Shares in such Registration Statement, to cease filing any proposed
Registration Statement, or to withdraw the same after the filing but prior to
the effective date thereof. Notwithstanding any provision to the contrary
contained herein, Client shall not be required to include any of the Payment
Shares transferred hereunder in any Registration Statement with respect to
shares offered in any underwriting:
(i) unless Consultant agrees to offer such shares, on
the same terms and conditions as Client's shares are
being offered, and to sign an underwriting agreement
in the form to be signed by the other offerors; or
(ii) if, in the good faith and reasonable opinion of
the managing, underwriter of the offering, the sale
of the Payment Shares to be included would be
materially detrimental to the remainder of the
offerors.
In such an event the amount of Payment Shares and the amount of shares to be
registered, if any, by the remainder of the offerors (other than Client) shall
be proportionally reduced to a level acceptable to the managing underwriter of
the offering, who may reasonably refuse to have any shares registered.
B. Pursuant to the registration rights granted herein, Consultant shall
provide Client with all reasonable information relating to such sale and on
which Client shall be entitled to rely and to include such information in any
such
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Registration Statement. All sales pursuant to any such Registration Statement
shall be made in accordance with the provision of the Securities Act of 1933, as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended, (the "Exchange Act") and Client shall not be required to include any
such Payment Shares in any registration until it has received written assurances
reasonably satisfactory in form and substance to Client from the shareholders
offering such Payment Shares that such sales shall be so conducted. All expenses
incurred by Client in complying with the registration requirements hereof
(except fees and disbursements of counsel for any shareholder and underwriting
discounts, commissions, or similar expenses to be incurred in connection with
the sale of Payment Shares) shall be borne by Client. On notice to any
shareholder offering Payment Shares covered by a Registration Statement that
such Registration Statement or prospectus relating thereto requires revision,
such holder will immediately cease to make offers or sales pursuant to such
Registration Statement and return all such Registration Statements and
prospectuses to Client. All registration rights granted herein may apply only to
shares of Common Stock issued by Client. Client is under no obligation to
maintain the effectiveness of any Registration Statement for an aggregate of 90
days.
C. In connection with the filing of any Registration Statement or
offering statement under this section, Client covenants and agrees that it will
take all necessary action which may be required in qualifying or registering the
Payment Shares included in a Registration Statement or offering statement for
the offer and sale under the securities or blue sky laws of such states as may
be reasonably requested by the holders of the Payment Shares; provided, that
Client shall not be obligated to execute or file any general consent to service
of process or to qualify as a foreign corporation to do business under the laws
of any such jurisdiction.
D. In the event that the Payment Shares are the subject of or are
included in any Registration Statement or offering statement which is filed and
becomes effective, Client agrees to utilize its best efforts to keep the same,
including blue sky filings, for an effective period of not less than 90 days.
The holders of the Payment Shares shall cooperate with Client and shall furnish
such information as Client may reasonably request in connection with any such
registration or offering statement hereunder, on which Client shall be entitled
to rely.
E. Client further agrees that in the event that counsel to Consultant
is of the reasonable opinion that the Payment Shares may be transferred and/or
sold in full compliance with the provisions of the Act, without the need for
filing a Registration Statement Client will fully cooperate in connection with
such transfer and/or sale at Client's sole expense.
F. Client further agrees and represents that while any of the Payment
Shares are outstanding and held by Consultant or Consultant's affiliates, Client
will file timely all reports and documents required under the Exchange Act and
the Securities Act as well as such additional information as is necessary in
order to allow the holder of the Payment Shares to rely upon the provisions of
Rule 144 promulgated under the Securities Act with respect to the current public
information requirements contained in Rule 144(c).
In the event of any registration of any Client common stock under the Securities
Act, Client shall indemnify and hold harmless Consultant or any subsequent
transferee of the Payment Shares against any losses, claims, damages or
liabilities, joint or several, to which such holder may become subject under the
Securities Act or any other statute or at common law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any alleged untrue statement of any material fact contained, on
the effective date thereof, in any Registration Statement under which such
securities were registered under the Securities Act, any preliminary prospectus
or final prospectus contained therein, or any amendment required to be stated
therein or necessary to make the statements therein not misleading and shall
reimburse such holder for any legal or any other expenses reasonably incurred by
such holder in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that Client shall not be liable
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any alleged untrue statement or alleged omission
made in such Registration Statement, preliminary prospectus, prospectus or
amendment or supplement in reliance upon and in conformity with written
information furnished to Client by such holder specifically for use therein.
Such indemnity shall remain in full force and effect
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regardless of any investigation made by or on behalf of such holder and shall
survive the transfer of such securities by such holder and consummation of the
transactions contemplated by this Agreement.
Section 4 - Client's Representations
Client represents, warrants and covenants to Consultant that each of
the following are true and complete as of the date of this Agreement:
A. Client is a corporation duly organized, validly existing, and in
good standing under the laws of the State of Colorado, with full corporate
power and authority and all necessary governmental authorizations to own,
lease and operate property and carry on its business as it is now being
conducted. Client is duly qualified to do business in and is in good standing
in every jurisdiction in which the nature of its business or the property
owned or leased by it makes such qualifications necessary.
B. The execution and delivery of this Agreement and the consummation
of the transactions contemplated herein have been duly authorized by the
Client. This Agreement has been duly executed and delivered by Client and
constitutes the valid and legally binding obligation of Client enforceable in
accordance with its terms, except to the extent that enforceability may be
subject to or limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally. The execution and
delivery of this Agreement and the consummation of the transactions
contemplated herein will not conflict with or result in any violation of any
provision of the Articles of Incorporation or Bylaws of Client. To the best of
Client's knowledge, after due inquiry, the execution and delivery of this
agreement and the consummation of the transaction contemplated herein will not
conflict with any mortgage, indenture, lease, contract, commitment, agreement,
or other instrument, permit, concession, grant, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to
Client or any of its properties or assets.
C. To the best of Client's knowledge, after due inquiry, Client is
not in violation of or default under any statute, law, ordinance, rule,
regulation, judgment, order, decree, permit, concession, grant, franchise,
license or other governmental authorization or approval applicable to it or
any of its proper-ties or business. There are no proceedings pending or
threatened which may result in the revocation, cancellation, suspension, or
any adverse modification of any permit, concession, grant, franchise, license
or other governmental authorization or approval necessary for the conduct of
Client's business or which question the validity of this Agreement or of any
action taken or to be taken in connection herewith or the consummation of the
transactions contemplated hereby. Client has all franchise, licenses, permits
and other governmental approvals necessary to enable it to carry on its
business as presently conducted, except where the failure to have such
franchises, licenses or permits or other governmental approvals would not
have, individually or in the aggregate, a material and adverse affect on
Client's business.
D. Client acknowledges that Consultant is not a law firm, neither is
it an accounting firm. Client represents that it has retained counsel which
shall be responsible for reviewing all documents provided by Consultant to
Client and all opportunities Consultant introduces to Client. Client hereby
warrants that it will not rely upon Consultant to determine that legal
sufficiency of any representation made by Consultant and that 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. Client acknowledges that the attorneys, accountants and other
advisors employed by Consultant represent the interests of Consultant solely,
and that no representation or warranty has been and will be given to Client by
Consultant as to any legal, tax, accounting, financial or other aspect of the
transactions contemplated by this Agreement.
Section 5 - Non-Circumvention
Client agrees that Client will not enter into any merger with or
acquisition of a target company, raise any funds for which Consultant provided
services, or enter into any transaction involving a business opportunity or
asset
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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 in any other
way attempt to circumvent Consultant.
Section 6 - Termination of Agreement by Consultant and by Client
A. Consultant may terminate this Agreement if the following occurs:
i. Payments due under this Agreement are not timely made.
ii. In the judgment of the Board of Directors of
Consultant, Client's actions or conduct make it
unreasonable for Consultant to perform under this
Agreement. Such acts include, and are or may be
perceived as being in the nature of, dishonesty,
illegal activities, activities harmful to the
reputation of the Consultant, and activities which
may create civil or criminal liability for the
Consultant.
iii. Consultant makes a bona fide decision to terminate
its business and liquidate its assets.
iv. Client misrepresents its corporate standing, power to
enter and bind itself to this Agreement, misrepre-
sentation of its Section 3 guarantees, or any other
concealed or misrepresented material fact which
would decrease the binding effect of this
Agreement on Client.
vi. An unanticipated material change in either the
market, Client or Consultant makes continued
performance under this Agreement unreasonable.
vii. There ceases to be a public trading market for
Client's Common Stock.
viii. Breach of any provision of this Agreement.
ix. Notwithstanding the termination of this
Agreement, Consultant shall be entitled to receipt of
all compensation owed pursuant to Section 2 up to the
time of termination of this Agreement, including the
full amount paid as a retainer fee. Consultant shall
also be entitled to reimbursement of any expenses
incurred, up to the time of termination of this
Agreement along with any expenses incurred as a
result of the termination.
B. Client may terminate this Agreement under the following conditions:
i. Consultantfails to follow Client's reasonable
instructions. Client must advise consultant that its
actions or inactions are unacceptable and give
Consultant thirty (30)days during which to comply. If
Consultant fails to comply within thirty (30) days,
Consultant may be terminated hereunder by Client's
service of notice of termination to Consultant.
ii If, in the judgment of the Board of Directors of
Client, Consultant's actions or conduct would make it
unreasonable to require Client to retain Consultant.
Such acts include, and are in the nature of,
dishonesty, illegal activities, activities harmful to
the reputation of the Client, and activities which
create civil or criminal liability for the Client.
Section 7 - Utilization of Attorneys
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Consultant utilizes attorneys to assist it in preparing the
documentation required to effectuate the transactions contemplated by this
Agreement. The attorneys utilized by Consultant represent only Consultant, and
Consultant's interest in providing consulting services and do not in anyway
represent the interests of any party to this Agreement other than Consultant's.
Client is advised, and has represented, that it will seek independent legal
counsel to review all documentation provided to Client by Consultant.
Section 8 - Nondisclosure of Confidential Information
A. In consideration for the Client entering into this
Agreement, Consultant agrees that the following items used in
the Client's business are secret, confidential, unique, and
valuable, were developed by Client at great cost and over a
long period of time, and disclosure of any of the items to
anyone other than Client's officers, agents, or authorized
employees will cause Client irreparable injury.
i. Non-public financial information, accounting
information, plans of operations and possible mergers
or acquisitions prior to the public announcement.
ii. Customer lists, call lists and other confidential
customer data;
iii. Memoranda, notes and records concerning the
technical and creative processes conducted by Client;
iv. Sketches, plans, drawings and other confidential
research and development data or;
v. Manufacturing processes, chemical formulae and the
composition of Client's products.
B. Consultant shall have no liability to the Client with respect to the
use or disclosure to others not party to this Agreement, of such information as
Consultant can establish to:
i. Have been publicly known;
ii. Have become known, without fault on the part of
Consultant, subsequent to disclosure by Client of
such information to Consultant;
iii. Have been otherwise known by Consultant prior to
communication by the Client to Consultant of such
information, or
iv. Have been received by Consultant at any time from a
source other than Client lawfully having possession of
such information.
Section 9 - Best Efforts
Consultant agrees that it will at all times faithfully and 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 Client's
business or that any subsequent financial improvement will result from
Consultant's efforts.
Section 10 - Place of Services.
The Consulting Services contemplated to be performed by Consultant will
be performed through Consultant's offices; however, it is understood and
expected that Consultant may make contacts with persons and entities in any
other place deemed appropriate by Consultant.
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Section 11 - Nonexclusive Services.
Client acknowledges that Consultant is currently providing services of
the same or similar nature to other parties and Client agrees that Consultant is
not prevented or barred from rendering services of the same nature or a similar
nature to any other individual or entity.
Section 12 - All Prior Agreements Terminated
This Agreement comprises the entire agreement and understanding between
the parties hereto at the date of this Agreement as to the subject matter hereof
and supersedes and replaces all proposals, prior negotiations and agreements,
whether oral or written, between the parties hereto in connection with the
subject matter hereof. None of the parties hereto shall be bound by any
conditions, definitions, warranties or representations with respect to the
subject matter of this Agreement other than as expressly provided in this
Agreement unless the parties hereto subsequently agree to vary this Agreement in
writing, duly signed by authorized representative of the parties hereto.
Section 13 - Consultant is not an Agent or Employee of Client
Consultant's obligations under this agreement consist solely of the
Consulting Services described herein. In no event shall Consultant be considered
to act as the employee or agent of Client or otherwise represent or bind Client.
For the purposes of this Agreement, Consultant is an independent contractor. All
final decisions with respect to acts of Client or its affiliates, whether or not
made pursuant to or in reliance on information or advice furnished by Consultant
hereunder, shall be those of Client or such affiliates and Consultant, its
employees or agents shall under no circumstances be liable for any expense
incurred or loss suffered by Client as a consequence of such action or
decisions.
Section 14 - Disclosure of Documents
Upon the execution of this Agreement, and prior to the consummation of
the transactions contemplated herein, Client will provide Consultant, at
Client's sole expense, audited financial statements in accordance with generally
accepted accounting principles and financial documentation with respect to
Client since the later of either the date of incorporation of Client or three
(3) years prior to the execution of this Agreement, other financial and
corporate information, pro-forma, due diligence, articles of incorporation,
bylaws, business plans, proof of ownership of assets, accounts receivable, bank
statements and copies of deeds, liens, mortgages, a certificate of good standing
issued by Client's state of incorporation, and any other documents that may be
reasonably required by Consultant to provide services to Client for the
transactions contemplated herein. After review of the documents and information
provided in this paragraph, or after review of the due diligence information
requested by Client, Consultant or Client may make a determination that the
transactions contemplated are not in their best interests and may terminate this
Agreement with no further obligation.
Section 15 - Continue Operations in Substantially Same Manner
Client will not transfer, sell or hypothecate, assign or distribute any
of the assets currently in its possession except upon the written agreement of
the parties to this Agreement, and will continue operations in substantially the
same manner as it is presently functioning, until the closing of the
transactions mutually acceptable to the parties are entered into and this
agreement has been consummated.
Section 16 - Miscellaneous
A. 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.
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B. No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. No consent, waiver or excuse by
either party, express or implied, shall constitute a subsequent consent, waiver
or excuse.
C. Assignment:
i. The rights and obligations of the Consultant
under this Agreement shall inure to the
benefit of and shall be binding upon its
successors and assigns. There shall be no
rights of transfer or assignment of this
Agreement by Client except with the prior
written consent of the Consultant.
Nothing in this Agreement, expressed
or implied, is intended to confer
upon any person, other than the
parties and their successors, any
rights or remedies under this
Agreement.
D. 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
Unites 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 prepaid provided that the
communication is addressed:
i. In the case of Consultant to the following or to
such other person or address designated by Client in
writing to receive notice:
Canton Financial Services Corporation
ATTN: Richard Surber, President
268 West 400 South, Suite 100
Salt Lake City, Utah 84101
ii. In the Case of Client to the following or to such
other person or address designated by Client in
writing to receive notice:
Kellys Coffee Group, Inc.
ATTN: Terrence A. Butler
647 Seventeenth Avenue
Longmont, Colorado 80502
E. The headings of paragraphs are included solely for convenience. If a
conflict exists between any heading and the text of this Agreement, the text
shall control.
F. 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, but this Agreement
shall be constructed as if it never contained any such invalid, illegal or
unenforceable provisions.
G. The validity, interpretation, and performance of this Agreement
shall be governed by the laws of the State of Utah, without regard to its law on
the conflict of laws. Any dispute arising out of this Agreement shall be brought
in a court of competent jurisdiction in Salt Lake County, Utah. The parties
exclude any and all statutes, laws and treaties which would allow or require any
dispute to be decided in another forum or by other rules of decision than
provided in this Agreement.
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H. If any action at law or in equity, including an action for
declaratory relief, is brought to enforce or interpret the provisions of this
Agreement, the prevailing party shall be entitled to recover actual attorney's
fees, court costs, and other costs incurred in proceeding with the action from
the other party. The attorney's fees, court costs or other costs, may be ordered
by the court in its decision of any action described in this paragraph or may be
enforced in a separate action brought for determining attorney's fees, court
costs, or other costs. Should either party be represented by in-house counsel,
all parties agree that that party may recover attorney's fees incurred by that
inhouse counsel in an amount equal to that attorney's normal fees for similar
matters, or, should that attorney not normally charge a fee, by the prevailing
rate charged by attorneys with similar background in that legal community.
I. Time is of the essence of this Agreement and of each and every
provision hereof.
J. The parties hereto shall cooperate with each other to achieve
the purpose of this Agreement, and shall execute such other and further
documents and take such other and further actions as may be necessary or
convenient to effect the transactions described herein.
K. Client and Consultant agree to indemnify, hold harmless and, at the
party seeking indemnification's sole option, defend the other from and against
all demands, claims, actions, losses, damages, liabilities, costs and expenses,
including without limitations interest, penalties, court fees, and attorneys'
fees and expenses asserted against or imposed or incurred by either party by
reason of or resulting from a breach of any representation, warranty, covenant
condition or agreement of the other party to this Agreement. Neither party shall
be responsible to the other party for any consequential or punitive damages.
L. If a party signs this Agreement and transmits an electronic
facsimile of the signature page to the other party, the party who receives the
transmission may rely upon the electronic facsimile as a signed original of this
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date herein above written.
Kellys Coffee Group, Inc. Canton Financial Services Corporation
By: /s/ Terrence A. Butler By: /s/ Richard Surber
----------------------- -----------------------
Terrence A. Butler Richard Surber
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