Park Street Investments Inc/Adv – ‘SC 13D’ on 7/16/98 re: Quest Resource Corp – EX-99

As of:  Thursday, 7/16/98   ·   Accession #:  1013176-98-35   ·   File #:  5-40006

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              3     19K 
 2: EX-99       Miscellaneous Exhibit                                  6±    22K 
 3: EX-99       Miscellaneous Exhibit                                  4±    15K 

EX-99   —   Miscellaneous Exhibit
Exhibit Table of Contents

Exhibit B                                                                       
SC 13D dated July 10, 1998                                                      
Park Street Investments, Inc./ CIK 0000893845                                   

FINANCIAL CONSULTING AGREEMENT                

This Consulting Agreement ("Agreement") is made effective             
this 5th  day of March 1998 by and between, Park Street                         
Investments, Inc. ("Consultant"), a Utah corporation and HYTK                   
Industries, Inc. ("Client"), a Nevada 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:                                             

a.   and counsel of Client relative to the steps necessary            
to prepare Client for a merger,  acquisition or             
business combination ("Reorganization").  This              
includes, but is not limited to, facilitating efforts       
to cause Client's corporate status with the state to be     
in good standing and to maintain its standing as so         
during the term of this Agreement; in the negotiations      
for potential settlement of Client's outstanding debts      
and litigation; in preparing financial statements and       
obtaining an audit on the financial statements in           
accordance with US GAAP standards by an accounting firm     
with SEC peer review; in preparing and filing other         
documents with the necessary regulatory bodies as is        
required by law, including, but not limited to,             
preparing and filing Forms 10-K and 10-Q as necessary;      

b.   in prospecting for, negotiating with and structuring a           
merger or business combination with a potential             
reorganization candidate ("Reorganization Candidate").      

c.   in finding an attorney to provide any necessary legal            
assistance and opinions as required or if requested;        

d.   to maintain Client's corporate books and records and to          
assist Client in the preparation of corporate               
resolutions, and other correspondences necessary to         
fulfill its obligations under this Agreement, including     
Board and shareholder resolutions, resignations and         
appointments;                                               

e.   in paying for all of the costs for the above.                    

All of the foregoing services collectively are referred to            
herein as the "Consulting Services."                                            

2.   Compensation   Client shall compensate Consultant for                      
consulting services ("Consulting Services") rendered                  
pursuant to this Agreement as follows:                                

a.   Client shall issue to Consultant, 2,000,000 restricted           
shares of its Common Stock valued at $0.001 par value.      

b.   Client shall issue to Consultant, shares of its common           
stock in an amount not to exceed ten percent (10%) of       
the total issued and outstanding shares of Client which     
amount is to be based on the total issued and               
outstanding shares of Client after a Reorganization         
between Client and a Reorganization Candidate.              

c.   Consultant shall also be entitled to any cash fee that           
it is able to achieve from the reorganization               
candidate.                                                  

d.   All shares issued to Consultant pursuant to Section              
2(b) of this Agreement shall be registered under            
section S-8 of the Securities and Exchange Act. If          
Consultant's shares are deemed restricted under the         
Act, such shares shall have "piggy back" registration       
rights with any registration statement, such statement      
filed at such time as Client, in its sole discretion,       
deems advisable.                                            

3.   Term of Agreement, Extensions and Renewals                                 

This Agreement shall have a term of two years (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.  This Agreement may also be terminated              
when a Reorganization is completed and Consultant is                  
compensated as described in this Agreement.                           
Notwithstanding the above in this paragraph, 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.                               

4.   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.                                         

5.   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.                    

6.   Miscellaneous                                                              

a.   The execution and performance of this Agreement has              
been duly authorized by all requisite individual or         
corporate actions and approvals and is free of conflict     
or violation of any other individual or corporate           
actions and approvals entered into jointly and              
severally by the parties hereto.  This Agreement            
represents the entire Agreement between the parties         
hereto, and supersedes any prior agreements with            
regards to the subject matter hereof. This Agreement        
may be executed in any number of facsimile counterparts     
with the aggregate of the counterparts together             
constituting one and the same instrument.  This             
Agreement constitutes a valid and binding obligation of     
the parties hereto and their successors, heirs and          
assigns and may only be assigned or amended by written      
consent from the other party.                               

b.   No term of this Agreement shall be considered waived             
and no breach excused by either party unless made in        
writing.  In the event that any one or more of the          
provisions contained in this Agreement shall for any        
reason be held to be invalid, illegal, or unenforceable     
in any respect, such invalidity, illegality or              
unenforceability shall not affect any other provisions      
of this Agreement, and this Agreement shall be              
constructed as if it never contained any such invalid,      
illegal or unenforceable provisions.  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.                                               

HYTK Industries, Inc.                                                           

Ken Kurtz, President                                                            

Park Street Investments, Inc.                                                   

Ken Kurtz, President                                                            

Dates Referenced Herein

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		7/16/98		None on these Dates
		7/10/98
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