Kurtz Ken, et al. – ‘SC 13D’ on 7/7/98 re: Tree Top Industries, Inc. – EX-99

As of:  Tuesday, 7/7/98   ·   Accession #:  1013176-98-28   ·   File #:  5-34010

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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     20K 
 2: EX-99       Miscellaneous Exhibit                                  6±    21K 

EX-99   —   Miscellaneous Exhibit
Exhibit Table of Contents

Exhibit A                                                                       
SC 13D dated July 2, 1998                                                       
Ken Kurtz/ CIK 1065010                                                          
First Avenue/ CIK 1065009                                                       

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 with offices               
located at 2133 E 9400 S Suite 151, Sandy, Utah 84093 and Nugget                
Exploration, Inc. ("Client"), a Nevada Corporation with offices                 
located at 815 South Durbin St. Casper, Wyoming 82601 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 assist                
Client with a recapitalization of its securities; and to assist                 
Client with a reorganization with another business entity.                      

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 Client relative to the steps necessary to            
assist Client with a recapitalization of its                
securities; and to assist Client with a reorganization      
with another business entity.  This includes, but is        
not limited to, preparing proxy material and other          
correspondences to Client's shareholders and creditors      
informing them of the transactions herein and               
requesting their approvals and releases where               
applicable;                                                 

b.   in preparing and filing other documents with the                 
necessary State and Federal regulatory bodies as is         
required by law;                                            

c.   in restructuring Client's capital formation through a            
reverse split, re-authorization of debt and/or equity;      
in obtaining shareholder votes on corporate matters; in     
preparing the correspondences necessary to carry out        
the actions in this paragraph including notices to the      
NASD, Depository Trust Corporation ("DTC"), CUSIP           
Bureau, Client's Transfer Agent and Market Makers;          

d.   in preparing financial statements and obtaining an               
audit on the financial statements in accordance with        
U.S. 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 10K and 10Q as necessary;                             

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

f.   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.                                               

g.   in locating a reorganization candidate ("Candidate")             
for Client that would provide Client's current              
shareholders with an equal or better opportunity in         
terms of equity or stock appreciation potential than        
they currently have.                                        

h.   in assisting with structuring a reorganization                   
("Reorganization") transaction with a Candidate             
including the preparation and review of reorganization      
documents                                                   

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.   Consultant shall acquire from Client, fifteen million            
one hundred thousand (15,100,000) shares of Client's        
restricted common stock for $15,100 cash.  Consultant       
shall further be appointed to the board of directors of     
Client.                                                     

b.   At closing time of a reorganization between Client and           
a Candidate, Client shall issue to Consultant, shares       
of its common stock in an amount not to exceed fifteen      
percent (15%) 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 Candidate.              

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

d.   Notwithstanding paragraph 2(a) herein, 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.                    

3.   Client's Obligations.                                                      

a.   If necessary, Client agrees to assist Consultant in              
obtaining release and indemnification letters from all      
of Client's creditors and vendors releasing Client of       
any further obligation to such creditors and vendors.       
Further, upon completion of the asset sale and              
Reorganization, the current directors of Client shall       
resign and provide Consultant with similar release and      
indemnification letters and shall warrant that Client       
is free from any liabilities or pending or threatened       
litigation or environmental problems.                       

b.   Client will seek to sell its assets existing at the              
time of this agreement and will use proceeds from any       
sale to pay off its creditors.                              

c.   Notwithstanding item (2), Client shall not issue any of          
its securities to any other party during the term of        
this Agreement without written consent from Consultant.     

4.   Limitations                                                                

a.   Consultant shall have no right to any proceeds from the          
sale or distribution of Client's assets existing at the     
time of this agreement. Additionally, while consultant      
will have 51% ownership of Client's stock pursuant to       
this Agreement, consultant agrees to only votes its         
shares as directed by Client with regards to any manner     
concerning the sale of Client's assets existing at the      
time of this agreement.                                     

5.   Term of Agreement, Extensions and Renewals                                 

a.   This Agreement shall be in effect from the date first            
appearing herein until a period beginning one year from     
the date the assets of Client -- existing at the time       
of this Agreement -- are sold. 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 Client has not been Reorganized     
within the time period discussed in this paragraph,         
Consultant shall forfeit the compensation described in      
Section (2).                                                

b.   This Agreement may also be terminated when a sale of             
Client's assets has been completed and Client has been      
Reorganized.                                                

c.   Notwithstanding 5(a) and 5(b), 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.        

6.   Expenses.                                                                  

a.   The $15,000 paid by Consultant for the restricted stock          
shares pursuant to paragraph (2) herein shall be used       
to pay for the costs involved in connection with the        
services herein. Each party shall be responsible for        
any other outside legal, accounting and any other costs     
incurred in connection with the transactions                
contemplated herein.  No party shall have any financial     
responsibility to the other for failure to complete the     
proposed transactions.                                      

7.   Due Diligence                                                              

a.   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.                                                   

8.   Best Efforts Basis                                                         

a.   Consultant agrees that it will at all times, 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.                                       

9.   Non-Circumvention.                                                         

a.   Client agrees that Client will not enter into any                
business combination or enter into any transaction          
involving a business opportunity or asset 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 any other way attempt to circumvent Consultant or        
this Consulting Agreement.                                  

10.  Independent Legal and Financial Advice                                     

a.   Consultant is not a law firm; neither is it an                   
accounting firm.  Consultant does, however, retain          
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.  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, including the review of     
all documents provided by Consultant to Client and all      
opportunities Consultant introduces to Client.              

11.  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.  The parties           
hereto shall cooperate with each other to achieve the       
purpose of this Agreement. 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 controlled by binding arbitration in     
the State of Wyoming under the rules then obtaining of      
the American Arbitration Association.  Such arbitration     
ruling shall be final and binding amongst the parties       
herein.  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.                                               

Nugget Exploration, Inc.                                                        

Mary C. MacGuire, President          Date: June 8, 1998                         

Park Street Investments, Inc.                                                   

Ken Kurtz, President                 Date: June 8, 1998                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		7/7/98		8-K
		7/2/98
		6/8/98
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