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

CONSULTING AGREEMENT                

This Consulting Agreement is made effective this 1ST day  of          
September 1995 by and between Canton Financial Services, Inc.,  a               
Nevada corporation with offices at 268 West 400 South, Suite 310,               
Salt  Lake City, Utah 84101 (hereinafter "Consultant")  and  HYTK               
Industries, Inc., a Nevada corporation with offices at 4582 South               
Ulster  Parkway, Stanford Place III, Suite 201, Denver, Colorado,               
80237  (hereinafter referred to as HYTK or "Client") 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 consulting services;                           

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.                                        

(a)   Consultant  agrees to be responsible  for  taking  all          
steps  necessary to prepare Client for a merger.  This  includes,               
but  is  not  limited to, facilitating efforts to cause  Client's               
corporate   status  with  the  state  to  be  in  good  standing;               
restructuring Client's capital formation possibly through reverse               
splits,  reauthorization  of  debt and  equity;  negotiating  the               
settlement of outstanding debts and lawsuits; preparing financial               
statements and audits; 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  if               
necessary.                                                                      

(b)   Consultant  agrees  to  prospect  for,  interview  and          
perform  necessary  due diligence on potential merger  candidates               
and   to   negotiate  and  structure  a  merger  with   potential               
candidates.                                                                     

(c)   Consultant  agrees to only consider merger  candidates          
that  at  a minimum meet NASDAQ listing requirements with respect               
to gross assets and net worth.                                                  

(d)   Consultant further agrees to aid Client in preparation          
of  Client's  15c2-11,  and to use its best  efforts  to  recruit               
market  makers  in order to develop a market for Client's  stock.               
Additionally,  Consultant agrees to prepare  press  releases  and               
corporate  fact sheets and to perform other public  and  investor               
relations services in an attempt to develop an active market  for               
Client's stock.                                                                 

2.   Compensation.                                                    

Client shall pay Consultant an hourly fee for the consulting          
services  provided  during  the  Initial  Consulting  Period  (as               
defined  below)  with an option to convert  any  amounts  due  to               
Consultant for said consulting services into stock of Client.                   

Client  shall pay as a finders fee 1,025,675 shares or,  51%          
of the issued and outstanding shares of the company, whichever is               
greater, as follows: Park Street Investments, Inc., shall receive               
the  sum  of  102,567 shares; A-Z Professional Consultants,  Inc.               
shall receive 923,108 shares.                                                   

3.   Term of Agreement, Extensions and Renewals.                      

This Agreement shall have an initial term of five years  (5)          
(the  "Initial  Consulting Period") from the  above  date  hereon               
although  if the Consulting Services are completed prior  to  the               
expiration  of  this  time period the agreement  may  be  earlier               
terminated  and  the Consultant paid the base  fee.   Thereafter,               
this  Agreement  can 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.               
Such  notice shall be in writing and shall be delivered at  least               
ten  (10) days prior to the end of the Initial Consulting  Period               
or  any subsequent extension period.  In the event of termination               
pursuant to this paragraph, neither party shall have any  further               
rights or obligations hereunder after the effective date of  such               
termination except that the obligation of Client to make payments               
as  provided  for  in this Agreement and to reimburse  costs  and               
expenses shall continue until paid in full by Client.                           

4.   Nondisclosure of Confidential Information.                       

In   consideration  for  the  Client  entering   into   this          
Agreement, Consultant agrees that the following items used in the               
Clients  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.                                                      

A.   Non    public    financial   information,    accounting          
information, plans of operations, possible  mergers  or     
acquisitions prior to the public announcement;              

B.    Customer  lists,  call lists, and  other  confidential          
customer data;                                                                  

C.    Memoranda,  notes,  records concerning  the  technical          
processes conducted by Client;                                                  

D.     Sketches,  plans,  drawings  and  other  confidential          
research and development data or;                                               

E.    Manufacturing processes, chemical formulae, and/or the          
composition of Client's products.                                               

5.   Due Diligence.                                                   

Client   shall   supply  and  deliver  to   Consultant   all          
information  relating  to  its  business  as  may  be  reasonably               
requested  by  Consultant  to  enable  Consultant  to  make  such               
investigation  of Client and its business prospects,  and  Client               
shall make available to Consultant names, addresses and telephone               
numbers as Consultant may need to verify or substantiate any such               
information provided.                                                           

6.   Best Efforts Basis.                                              

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   of               
Consultant's  efforts.  Client understands and acknowledges  that               
the success of failure of Consultant's efforts will be predicated               
on Client's assets and operating results.                                       

7.   Costs and Expenses.                                              

Consultant  agrees to front all hard costs,  however  Client          
agrees  that Consultant shall be reimbursed for these hard  costs               
either   in  cash  or  stock,  simultaneously  with  paying   the               
liabilities  currently owed by HYTK.  If sufficient cash  is  not               
available to pay both amounts due, Client and Consultant agree to               
share the cash on a pro-rata basis, unless otherwise agreed to by               
the parties.                                                                    

8.   All Prior Agreements Terminated.                                 

This  Agreement constitutes the entire understanding of  the          
parties  with  respect to the engagement of Consultant,  and  all               
prior  agreements  and understandings with  respect  thereto  and               
hereby terminated and shall be of no force or effect.                           

9.   Consultant is not an Agent or Employee.                          

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  shall  under   no               
circumstances by liable for any expense incurred or loss suffered               
by Client as a consequence of such action or decisions.                         

10.  Miscellaneous.                                                   

A.   Authority.   The  execution  and  performance  of  this          
Agreement  have been duly authorized by  all  requisite     
corporate action.  This Agreement constitutes  a  valid     
and binding obligation of the parties.                      

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.   Waiver.   All  the rights and remedies of either  party          
under  this Agreement are cumulative and not  exclusive     
of  any other rights and remedies provided by law.   No     
delay  or  failure on the part of either party  in  the     
exercise  of any right or remedy arising from a  breach     
of  this  Agreement shall operate as a  waiver  of  any     
subsequent  right or remedy arising from  a  subsequent     
breach  of  this Agreement.  The consent of  any  party     
where required hereunder to any act of occurrence shall     
not  be  deemed  to be a consent to any  other  act  or     
occurrence.                                                 

D.   Assignment:                                                      

(i)  Neither this Agreement nor any right created by it     
shall  be  assignable by either party without  the
prior written consent of the other;               

(ii) 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.                    

E.   Notices.  Any notice or other communication required or          
permitted  by  this Agreement must be  in  writing  and     
shall be deemed to be properly given when delivered  in     
person to an officer of the other party, when deposited     
in the United States mails for transmittal by certified     
or  registered mail, postage prepaid, or when deposited     
with a public telegraph company for transmittal or when     
sent   by   facsimile  transmission,  charges  prepared     
provided that the communication is addressed:               

(i)  In the case of Consultant to:                

Canton Financial Services, Inc.         
Attn: Steven A. Christensen             
268 West 400 South                      
Suite 310                               
Salt Lake City, Utah 84101              
Telephone:  (801) 575-8073              
Facsimile:  (801) 575-8340              

(ii) In the Case of Client to:                    

HYTK Industries, Inc.                   
4582  South  Ulster Parkway             
Stanford  Place III, Suite 201          
Denver, Colorado 80237                  

or  to  such  other  person or  address  designated  in     
writing to receive notice.                                                      

F.   Headings  and Captions. 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.                                         

G.   Entire  Agreement. This instrument and the exhibits  to          
this  instrument  contain the entire Agreement  between     
the   parties   with   respect   to   the   transaction     
contemplated  by the Agreement. It may be  executed  in     
any  number  of counterparts but the aggregate  of  the     
counterparts together constitute only one and the  same     
instrument.                                                 

H.   Effect of Partial Invalidity. 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.               

I.   Controlling  Law.  The  validity,  interpretation,  and          
performance  of this Agreement shall be  controlled  by     
and  construed under the laws of the State of Utah, the     
state in which this Agreement is being executed.            

J.   Attorney's  Fees. 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 from the  other  party.     
The  attorney's fees may be ordered by the court in the     
trial of any action described in this paragraph or  may     
be   enforced   in  a  separate  action   brought   for     
determining attorney's fees.                                

K.   Time is of the Essence.  Time is of the essence of this          
Agreement and of each and every provision hereof.           

L.   Mutual  Cooperation. 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.                              

M.   Further  Actions.  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 as may  be     
reasonably necessary to effectuate the purposes of this     
Agreement.                                                  

N.   Indemnification.   Client agrees to  indemnify,  defend          
and  hold  Consultant  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  a  breach  of  any     
representation,   warranty,   covenant   condition   or     
agreement of the other party to this Agreement.             

O.   No Third Party Beneficiary.  Nothing in this Agreement,          
expressed  or implied, is intended to confer  upon  any     
person,  other  than  the  parties  hereto  and   their     
successors, any rights or remedies under or  by  reason     
of  this  Agreement, unless this Agreement specifically     
states such intent.                                         

P.   Facsimile Counterparts. 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.                                               

HYTK INDUSTRIES, INC.                    CANTON FINANCIAL SERVICES, INC         

By: Gordon Beckstead, President          By:  Steven Christensen, 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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