-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UmLtIJgxpnO7OzOwWDCzI39C02W4h5yE0NboNsMaQxdE+X0f4rgFCtf1LPsaM69w N04iimYwga9/ztsxNdPE5w== 0000897101-96-000792.txt : 19960911 0000897101-96-000792.hdr.sgml : 19960911 ACCESSION NUMBER: 0000897101-96-000792 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19960910 EFFECTIVENESS DATE: 19960929 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH AMERICAN RESORTS INC CENTRAL INDEX KEY: 0001000686 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 841286065 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-11679 FILM NUMBER: 96627957 BUSINESS ADDRESS: STREET 1: 315 EAST ROBINSON ST CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4078411917 S-8 1 As filed with the Securities and Page 1 of __ pages Exchange Commission on August __, 1996 Reg. No. 0-26760 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 North American Resorts, Inc. (Exact name of Registrant as specified in its charter) Colorado 84-12605 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 315 East Robinson Street, Orlando, Florida 32801 (Address of principal offices, including zip code) Consulting Agreement Corporate Investor Relations, Inc. Consulting Agreement Max P. Cawal Public Relations Agreement Tom Arrigoni Consulting Agreement Mike Stanfield Consulting Agreement Digitalmind (Full Title of the Plan) Charles Clayton 527 Marquette Minneapolis, Minnesota 55402 (612) 338-3738 (Name and Address of agent for service) (Telephone number, including area code for agent for service) IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]
CALCULATION OF REGISTRATION FEE ============================================================================================================================ Proposed Maximum Proposed Maximum Title of Each Offering Aggregate Class of Securities Amount to be Price Offering Amount of to be Registered Registered Per Share (1) Price (1) Registration Fee (1) - ---------------------------------------------------------------------------------------------------------------------------- Common Stock No par value 4,600,000 $.07 $322,000 $123.85 Preferred Stock No par value 60,000 $.70 $42,000 $16.15 Total $140.00 ============================================================================================================================ (1) Estimated solely for purposes of calculating registration fee pursuant to Rule 457 based upon the most recent bid price on OTC.
FORM S-8 REGISTRATION STATEMENT FOR 1996 CONSULTANT STOCK GRANT --------------------------------------- PART I. INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS This Registration Statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering shares of common stock, no par value, ("Common Stock") of the Registrant in connection with its 1996 Consultant Stock Plans pursuant to written compensation agreements dated March 15, 1996 and June 1, 1996 (the Plans"). A prospectus containing the information specified in Part I of Form S-8 will be sent or given to consultants as specified by Rule 428(b)(1). Such prospectus is not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference into this Registration Statement, and are made a part hereof: (a) The Registrant's annual report on Form 10-K, for the fiscal year ended December 31, 1995. (b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 1996. (c) [All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of such fiscal year]. (d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the securities offered hereby have been sold, or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed incorporated by reference herein modifies or supersedes such statement. Any such document so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4 - DESCRIPTION OF SECURITIES. Not applicable. ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Colorado Corporation Code, Section 7-3-101.5, contains indemnification provisions which permits indemnification by a corporation of any officer, director and affiliated person who was or is a party, or who is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a member, director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as member, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, and against judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted, or failed to act, in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. All indemnification must be reported to the shareholders at the next annual meeting. In some instances a court must approve such indemnification. ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8 - EXHIBITS. Reference is made to the Exhibit Index which is included on page __ of this Registration Statement following the Signature Page. ITEM 9 - UNDERTAKINGS. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any additional or changed material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be treated as a new registration statement relating to the securities offered herein, and shall treat the offering of such securities at that time as the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, (and where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the Registrant in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, and will be governed by the final adjudication of such issue. The undersigned registrant undertakes to deliver or cause ot be delivered with the prospectus to each consultant to whom the prospectus is sent or given a copy of the registrant's annual report to stockholders for its last fiscal year, unless such consultant has received a copy of such report, in which case the registrant shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the consultant. If the last fiscal year of the registrant has ended within 120 days prior to the use of the prospectus, the annual report of the registrant for the preceding fiscal year may be delivered, but within such 120- day period the annual report for the last fiscal year will be furnished to each consultant. The undersigned registrant undertakes to transmit or cause to be transmitted to all consultants participating in the plan who do not otherwise receive such material as stockholders of the registrant, at the time and in the manner such material is sent to stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a registration statement on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on August _16___, 1996. -----/s/---------------------------------- Brian A. Nelson, President & Director -----/s/---------------------------------- Gary L. Larvinson, Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Each Officer and Director may execute a separate signature page and when all of the separate pages are put together, they shall be construed as one signature page as if all of the Officers and Directors had signed on one page. Dated: August _16___, 1996 - -----/s/--------------------------- Brian A. Nelson, Director - -----/s/--------------------------- Gary L. Larvinson, Director - ----------------------------------- Holley A. Rogers, Director - ----------------------------------- Anthony Arrigoni, Director NO SEAL: EXHIBIT INDEX Exhibit numbers are in accordance with the Exhibit Table in Item 601 of Regulation S-K. Sequential Exhibit No. Description Page No. 4.1 Consulting Agreement Corporate Investor Relations, Inc. 4.2 Consulting Agreement Max P. Cawal 4.3 Public Relations Agreement Tom Arrigoni 4.4 Consulting Agreement Mike Stanfield 4.5 Consulting Agreement Digitalmind 5.1 Opinion Letter PROSPECTUS NORTH AMERICAN RESORTS, INC. 4,600,000 Shares of Common Stock 60,000 Shares of Preferred Stock THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY TEH SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. This Prospectus relates to 4,600,000 shares (the Shares) of common stock, and 60,000 shares of Preferred Stock of North American Resorts, Inc. (the Company). The Shares have been issued to consultants (the Selling Shareholders) pursuant to Consulting Agreements. The Selling Shareholders will be offering the Shares for their own respective accounts, and the Company will not receive any part of the proceeds from the sales (see Selling Shareholders). This Prospectus identifies the Selling Shareholders with a current intent to sell, and other Selling Shareholders who hold Shares eligible for sale. Additional Selling Shareholders may be identified by prospectus supplements. The Company has been advised by the Selling Shareholders that there are not any underwriting arrangements with respect to the sale of the Shares. The Shares will be sold from time to time in the over-the-counter market at then prevailing prices or at prices related to the then current market prices or in private transactions at negotiated prices, and brokerage fees may be paid by the Selling Shareholders in connection with any sale. The Selling Shareholders will pay all applicable stock transfer taxes, transfer fees and related fees and expenses. The Company will bear the cost of preparing and filing the Registration Statement and Prospectus and all filing fees and legal and accounting expenses in connection with registration under federal and state securities laws. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (SEE RISK FACTORS) The Date of this Prospectus is August 12, 1996 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES. The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance with the Act files reports, proxy statements and other information with the Securities and Exchange Commission (the Commission). Such reports, proxy statements and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street N.W., Washington, D.C. 20549, and the Commission's Regional offices at 75 Park Place, 14th Floor, New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East, Los Angeles, California 90036 and 500 West Madison, Suite 1400, Chicago, Illinois 60661. Copies of such material can be obtained from such facilities and the Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549 at prescribed rates. This Prospectus, which constitutes part of a registration statement filed by the Company with the Commission under the Securities Act of 1934 omits certain of the information contained in the registration statement. Reference is hereby made to the registration statement and to the exhibits relating thereto for further information with respect to the Company and the Shares offered. Statements contained concerning the provisions of documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise filed with the Commission. Each statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents are incorporated by reference into this Registration Statement, and are made a part hereof: (a) The Registrant's annual report on Form 10-K, for the fiscal year ended December 31, 1995. (b) The Registrant's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 1996. (c) [All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the end of such fiscal year]. (d) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, after the date of this Registration Statement and prior to the filing of a post-effective amendment indicating that all of the securities offered hereby have been sold, or deregistering all such securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or deemed incorporated by reference herein modifies or supersedes such statement. Any such document so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. THE COMPANY North American Resorts, Inc. was formed in Colorado in 1985 as Gemini Ventures, Inc. The name was changed in 1989 to Solomon Trading Company, Ltd., and was changed again in 1994 to The Voyageur First, Inc. The name was changed to its present name on March 30, 1995 after an asset purchase of North American Resorts, Inc. At the time of the purchase the only asset of North American Resorts, Inc. was its business plan, and the Company issued 166,667 shares of its preferred stock for North American Resorts, Inc. The Company became the owner of USA Tourist Service Centers, Inc. as a result of the asset purchase of North American Resorts, Inc. USA Tourist Service Centers, Inc., which began business in 1993, was wholly owned by North American Resorts, Inc. USA Tourist Service Centers, Inc. holds a license as a travel agent, and operates out of its office in Orlando, Florida. USA Tourist Service Centers, Inc. also had filed to become a franchisee, and sold two franchises. The franchises sold were for the state of Minnesota and the state of Ohio, and sold for $50,000 each. The Minnesota franchise should be paid for on June 30, 1996, and Ohio franchise on December 31, 1995. Both franchises will begin operations in 1996, and the Company intends to live up to the franchise agreement in each case. It does not intend to pursue the franchise business further. USA Tourist Service Centers, Inc. is not affiliated in any way with the United States government. North American Resorts, Inc. also held an option to purchase 5 time share units at Ocean Landings in Coco Beach, Florida, which it has now purchased. The Company was activated as a business after the purchase in March, 1995, and has been in the business of selling vacations in Florida since that time. The vacations are mostly in the Orlando, Florida area, and the Company sells rooms in motels, airline tickets and car rentals. The leads for the sales are generated through newspaper advertising from Colorado and Texas and eastward from those states. The newspaper ads describe vacations in Orlando, mostly for 5 days and 4 nights, at a cost at about 40% below the usual advertised cost. The Company is able to sell these services for a lower cost because of the negotiated costs it has with the providers. The motels used by the Company are chain motels in the lower price range, such as Motel 8. USA Tourist Service Centers, Inc. is a wholly owned subsidiary of North American Resorts, Inc. North American Resorts, Inc. was also activated in mid 1995 and sells memberships. A member is entitled to an annual pass to Cypress Island animal preserve and to a vacation at Ocean Landings Resort in Coco Beach, Florida or to trade in the week vacation to Interval International and select from other resorts. THE SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH AMOUNT OF RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE HIGH RISK ASSOCIATED WITH THESE SECURITIES. Prospective investors should, prior to making an investment, carefully consider the following risk factors with respect to the Company and this offering. RISK FACTORS (1) Competition. The business in which the Company is engaged is highly competitive and many of the Company's competitors have substantially greater resources and experience than the Company. (2) No Dividends. The Company has never paid a dividend on its Common Stock, and does not intend to pay dividends in the foreseeable future. It currently intends to retain substantially all future earnings for use in its business. (3) Lack of Operating History and Possibility of Operating Losses. The Company may incur operating losses and no assurance can be given as to the ultimate success or failure of the Company or as to the return, if any, that investors will receive on their investments. Operating losses could be substantial, in which event investors could sustain a total loss of their investment. (4) Market Acceptance. The Company's ability to successfully market its products will depend upon its acceptance by the community. There can be no assurance that the Company will be able to achieve commercial acceptance of its travel business. (5) Broker-Dealer Sales of Company's Registered Securities. The Company's common stock is deemed a "Penny Stock" since the Gross assets are less than $4,000,000 and the net assets are less than $2,000,000. Therefore the SEC imposes additional sales requirements on Broker-Dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worths in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with a spouse). In these transactions, the Broker-Dealer must make a suitability determination and obtain the purchaser's written agreement to the transaction prior to the sale. Consequently, the rules may make it more difficult for the Brokers to sell the securities or for shareholders to sell in a secondary market. THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT AND PROPOSED BUSINESS OF THE COMPANY. MANAGEMENT The executive officers and Directors of the Company are as follows: Name Age Position - ---- --- -------- Brian A. Nelson 40 President/Director Gary A. Larvinson 49 Secretary/Director Holley A. Rogers 56 Director Anthony Arrigoni 32 Director Brian A. Nelson, 40 years of age, the President and a Director. Mr. Nelson has been employed by the Radisson Hotels for more than the past 10 years in a management capacity in Minneapolis, Minnesota. A Director since November, 1994. Gary A. Larvinson, 49 years of age, the Secretary and a Director. Mr. Larvinson has been the proprietor of A Place for everything, a furniture business in Elk River, Minnesota for more than the past five years. A Director since November, 1994. Holley A. Rogers, 56 years of age, a Director. Mr. Rogers has been employed from 1990 to 1991 for Continental Homes in real estate sales, and from June, 1991 to the present at Central Florida Hospital, a division of Central Florida Investment Group, as Marketing Manager. He was in real estate sales and radio sales before the present employment, and is the holder of a Florida real estate license. A Director since May, 1995. Anthony Arrigoni, 32 years of age, a Director. Mr. Arrigoni was an Account Executive for Cardservice International from 1990 to 1993, President of Dream Away Travel from March, 1993 to December, 1994 and President of U.S.A. Tourist Services, Inc. from December, 1994 to the present time. A Director since May, 1995. The directors of the Company are elected annually by the shareholders for a term of one year or until their successors are elected and qualified. The officers serve at the pleasure of the Board of Directors. CERTAIN TRANSACTIONS The purchase of all of the outstanding stock of North American Resorts, Inc. in April, 1995 resulted in Anthony Arrigoni and Holley Rogers becoming shareholders of the Company, and both are now Directors of the Company. Mr. Rogers was issued common shares at that time for services rendered and for his expertise as a Director. The purchase of the stock of North American Resorts, Inc. included its subsidiary, USA Tourist Service Centers, Inc. The USA Tourist Service Centers, Inc. provides income to the Company through sales of vacations. USE OF PROCEEDS The Shares will be offered by the Selling Shareholders for their own respective accounts and the Company will not receive any part of the proceeds from the sale. The principal reason for this offering is to allow the Selling Shareholders to offer their Shares pursuant to an effective registration statement as required in certain agreements between the Company and the Selling Shareholders. SELLING SHAREHOLDERS The following table sets forth for each of the Selling Shareholders such person's ownership of shares at July 31, 1996, the number of shares being offered by each person and each person's ownership by number of shares and by percent of total outstanding shares before and after giving effect to the sale of all Shares offered. Number of Percentage of Percentage after Name Shares owned Shares owned offering - ---- ------------ ------------- ---------------- Digitalmind 500,000 shares .08% .08% Corporate Investor Rel 2,600,000 shares 4% 4% Mike Stanfield 500,000 shares .08% .08% Max P. Cawal 1,000,000 shares 1.7% 1.5% Tom Arrigoni 1,000,000 shares 1.7% 1.5% Max P. Cawal 30,000 preferred 4% 4% Tom Arrigoni 30,000 preferred 4% 4% PLAN OF DISTRIBUTION The Shares may be sold from time to time by the Selling Shareholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made in the over-the-counter market, or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Shares may be sold in one or more of the following ways: (a) a block trade in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers. In effecting sales brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to sale. Such brokers or dealers and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with such sales. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. Upon the Company being notified by a Selling Shareholder that any material arrangement has been entered into with a broker-dealer for the sale of Shares through a block trade, special offering, exchange distribution, or secondary distribution or a purchase by a broker or dealer, a supplemented prospectus will be filed, if required, pursuant to Rule 424(c) under the Act, disclosing (i) the name of each such Selling Shareholder and of the participating broker-dealer, (ii) the number of shares involved, (iii) the price at which such Shares were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer when applicable, (v) that such broker-dealer did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus and (vi) other facts material to the transaction. The Selling Shareholders will be subject to anti-fraud and anti-market manipulation rules under the Securities Exchange Act of 1934 in connection with this offering. Rules 10b-2, 10b-6 and 10b-7, among others, effectively prohibit the Selling Shareholders from purchasing the Company's common stock while the Shares are being offered pursuant to this Prospectus. The Company has agreed to indemnify the Selling Shareholders and underwriters acting of their behalf against certain liabilities under the Act for material misrepresentations or omissions contained in this Prospectus. The laws of certain states may require that sales of the Shares offered be conducted solely through brokers or dealers registered in those states. DESCRIPTION OF SECURITIES The Company has authorized 100,000,000, no par value, shares of common stock and 50,000,000, no par value, shares of preferred stock. Each holder of common stock has one vote per share on all matters voted upon by the shareholders. The voting rights are noncumulative so that shareholders holding more than 50% of the outstanding shares on common stock are able to elect all members of the Board of Directors. There are no preemptive rights or other rights of subscription. Each share of common stock is entitled to participate equally in dividends as and when declared by the Board of Directors of the Company out of funds legally available, and is entitled to participate equally in the distribution of assets in the event of liquidation. All shares, when issued and fully paid, are nonassessable and are not subject to redemption or conversion and have no conversion rights. The 50,000,000 authorized shares of preferred stock are convertible to common stock of the Company. Each share of preferred stock is convertible into 10 shares of common stock at a price of $.10 per share for two years from the date of issue. If not converted into common shares within two years from the date of issue the preferred share becomes a common share. There are no other preferences. The two years will expire for some of the preferred shares in November, 1996, please see #10 above. There are no dividend rights to the preferred shares. Each preferred share has one vote equal to a share of common stock. There was a meeting of shareholders of the Company on November 7, 1995 where if was resolved that the Company reverse split its common shares 1 for 10, which was effective on December 11, 1995. All share numbers reflect this change. The split did not have any effect on the preferred shares. LEGAL MATTERS Legal matters in connection with this offering of Common Shares will be passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis, Minnesota. EXPERTS The audited financial statements of the Company included in this prospectus have been examined by the accounting firm of Gary A. LaPalme and M. A. Cabera & Company, P.A., as set forth in its report appearing elsewhere herein, and are included in reliance upon such report and upon the authority of such firms as experts in accounting and auditing. EX-4.1 2 CONSULTING AGREEMENT CORPORATE INVESTOR RELATIONS, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT made this 19th day of July, 1996, by and between; CORPORATE INVESTOR RELATIONS, INC., 375 Douglas Avenue, Suite #10006 Altamonte Springs, Florida 32714 Telephone: (407) 7880-0123, a Florida Corporation (hereinafter referred to as "CIR"), and; NORTH AMERICAN RESORTS, INC. 315 E. Robinson St. Ste. 190 Orlando, Florida 32801 (hereinafter referred to as "COMPANY" ), collectively CIR and COMPANY hereinafter referred to as "THE PARTIES". WITNESSETH: WHEREAS, CIR is an investor relations, direct marketing, publishing, public relations and advertising firm with expertise in the dissemination of information about private and publicly traded companies; and is in the business of providing investor relation services, public relations opportunities, financing arrangements, private placements and other related programs, services and products; and WHEREAS, COMPANY is publicly held with its common stock trading on one or more stock exchanges and/or over-the-counter; or COMPANY desires to become a publicly held company with its common stock trading on one or more stock exchanges and/or over-the-counter; and WHEREAS, COMPANY desires to publicize itself with the intention of making its name and business better known to its shareholders, investors, brokerage houses, potential investors or shareholders and various media; and WHEREAS, CIR is willing to accept COMPANY as a client. WHEREAS, COMPANY requires investor relations services and desires to employ and/or retain CIR to provide such services as an independent contractor, and CIR is agreeable to such a relationship and/or arrangement, and the parties desire a written document formalizing and defining their relationship and evidencing the terms of their agreement; THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, it is agreed as follows: DEFINITIONS AND INTERPRETATIONS 1. CAPTIONS AND SECTION NUMBERS The heading and section references in the Consulting Agreement are for convenience of reference only and do not form a part of the Consulting Agreement and are intended to interpret, define or limit the scope, extent or intent of this Consulting Agreement or any provisions thereof. 2. EXTENDED MEANINGS The words "herein", "hereunder",, "hereto" and similar expressions used in any clause, paragraph or section of this Consulting Agreement and any Addendums and/or Exhibits attached to this Consulting Agreement will relate to the whole of this Consulting Agreement including any attached Addendums and/or Exhibits and not to that clause, paragraph or section only, unless otherwise expressly provided. 3. NUMBER AND GENDER In this Consulting Agreement words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa. 4. SECTION REFERENCES AND SCHEDULES Any reference to a particular "article", "section", "paragraph" of other subdivision of this Consulting Agreement and any reference to a schedule, exhibit or addendum by name, number and/or letter will mean the appropriate schedule, exhibit or addendum attached this consulting Agreement and by such reference is incorporated into and made part of this Consulting Agreement. AGREEMENT 5. APPOINTMENT COMPANY hereby appoints and engages CIR as its investor relations counsel and hereby retains and employs CIR upon the terms and conditions of this Consulting Agreement. CIR accepts such appointment and agrees to perform the services upon the terms and conditions said Consulting Agreement. 6. ENGAGEMENT COMPANY engages CIR to publicize the COMPANY to brokers, prospective investors and shareholders and further described below and subject to the further provisions of this Consulting Agreement. CIR hereby accepts said engagement and COMPANY as a client, and agrees to publicize COMPANY as further described below and subject to the further provisions of this Consulting Agreement. 7. AUTHORITY AND DESCRIPTION OF SERVICES During the term of this Consulting Agreement CIR shall furnish various professional services and advice as specifically requested by TOM ARREGONI, who is an authorized representative of COMPANY, and holds the position and/or title of SENIOR CONSULTANT with COMPANY. Said professional services and advice shall relate to those services, items and/or subjects described in professional services and advice shall relate to those services, items and/or subjects described in ADDENDUM "A", which is attached hereto and made a part hereof by this reference, and/or as follows: a. CIR shall act, generally, as corporate investor relations counsel, essentially acting (1) as liaison between COMPANY and its shareholders; (2) as advisor to COMPANY with respect to existing and potential market makers, broker-dealers, underwriters, and investors as well as being the liaison between COMPANY and such persons; and (3) as advisor to COMPANY with respect to communications and information, which may include, but is not necessarily limited to, preparation of planning, developing, designing, organizing, writing and distributing such communications and information. b. CIR shall assist in establishing, and advise COMPANY with respect to: interviews of COMPANY officers by the financial media; interviews of COMPANY officers by analysts, market makers, broker-dealers, and other members of the financial community. c. CIR shall seek to make COMPANY, its management, its products, and its financial situation and prospects, known to the financial media, financial publications, broker-dealers, mutual funds, institutional investors, market makers, analysts, investment advisors, and other members of the financial community as well as the public generally. d. CIR, in providing the foregoing services, shall be responsible for all costs of providing the services, including, but not limited to, out-of-pocket expenses for postage, delivery service(e.g., Federal Express), telephone charges, compensation to third party vendors, copywriters, staff writers, art and graphic personnel, subcontractors, printing, etc. e. CIR's compensation under this Consulting Agreement shall be deemed to include the above mentioned costs and expenses, unless otherwise expressly provided herein. f. Marketing Program: Including, but not necessarily limited to, the following components: I) CIR reviews and analyzes all aspects of COMPANY's goals and makes recommendations on feasibility and achievement of desired goals. ii) CIR provides through their network, firms and brokers interested in participating and schedules and conducts the necessary due diligence and obtains the required approvals necessary for those firms to participate. CIR interviews and makes determinations on any firms or brokers referred by COMPANY with regard to their participation. iii) CIR shall be available to COMPANY to field calls from firms and brokers inquiring about COMPANY. 8. TERM OF AGREEMENT This agreement shall become effective upon execution hereof and shall continue thereafter and remain in effect for a period on one )1) year and/or in the case of specific services as described in ADDENDUM "A" attached hereto, until such time as such matters are finalized to the satisfaction of both COMPANY and CIR. It is expressly acknowledged and agreed by and between the parties hereto that CIR shall not be obligated to provide any services and/or perform any work related to this Consulting Agreement until such time any agreed and/or specified retainer (deposit, initial fee, down payment) in U.S. funds, and/or other specified and/or agreed valuable consideration, has been received by CIR. 9. WHERE SERVICES SHALL BE PERFORMED. CIR services shall be performed a the main office location of CIR, or other such designated location (s) as CIR and COMPANY agree are the most advantageous for the work to be performed. 10. LIMITATIONS ON SERVICES The parties hereto recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, in-house "due diligence" or "compliance" departments of brokerage houses, etc. Accordingly, CIR agrees as follows: a. CIR shall NOT release any financial or other information of data about COMPANY without the consent and approval of COMPANY b. CIR shall NOT conduct any meeting with financial analysts without informing COMPANY in advance of any proposed meeting, the format or agenda of such meeting and COMPANY may elect to have a representative of COMPANY attend such meeting. c. CIR shall NOT release any information of data about COMPANY to any selected or limited person(s), entity, or group if CIR is aware that such information or data has not been generally released or promulgated and COMPANY requests in writing that said information or data is not to be so released or promulgated. d. After notice by COMPANY of filing for a proposed public offering of securities of COMPANY, and during any period or restriction on publicity, CIR shall not engage in any public relations efforts not in the normal course without approval of counsel for COMPANY and of counsel for the underwriter(s), if any. 11. DUTIES OF COMPANY a. COMPANY shall supply CIR, on a regular and timely basis with all approved data and information about COMPANY, its management, its products, and its operations and COMPANY shall be responsible for advising CIR of any facts which would affect the accuracy of any prior data and information previously supplied to CIR so that CIR may take corrective action. b. COMPANY shall promptly supply CIR: with full and complete copies of all filing with all federal and state securities agencies; with full and complete copies of all shareholder reports and communications whether or not prepared with the assistance of CIR: with all data and information and with all product/services brochures, sales materials, etc. COMPANY shall supply to CIR, within 15 days of execution of this Consulting Agreement, with a list of all stockbrokers and market makers active in the stock COMPANY, and a complete list of all shareholders on 3-1/2 inch computer disk in ASCII delimited format. c. CIR reports are not intended to be used in the offering of securities. Accordingly, clients must agree to each of the points listed below and to indemnify CIR for any breach of these representations and covenants. i. COMPANY is not presently engaged in a private or public offering of securities, including S-8 or Regulation S, or including any continuing distribution, whether or not exempt, that will not be included prior to the issuance of a CIR research report on COMPANY, and COMPANY has no intention of making such an offering during the initial term of the Consulting Agreement. An "evergreen" prospectus for employee stock option and other plans will not preclude issuance of CIR research reports. ii. COMPANY will notify CIR in writing a minimum or thirty(30) days prior to making any private or public offering of securities, including but not limited to s-8 filing or Regulation S. iii. COMPANY will notify CIR at least 30 days prior to any insider selling or clients stock. iv. COMPANY will not use CIR reports in connection with any offering of securities without the prior written consent of CIR. d. In that CIR relies on information provided by COMPANY for a substantial part of its preparations and reports. COMPANY must represent that said information is neither false nor misleading, and agrees to hold harmless and indemnify CIR for any breach of these representations and covenants; and COMPANY agrees to hold harmless and indemnify CIR for any claims relating the purchase and/or sale of COMPANY securities occurring out of, or in connection with, CIR's relationship with COMPANY, including, without limitation, reasonable attorneys' fees and other costs arising out of any such claims. e. In that CIR shareholders, officers, employees, and/or members of their families may hold a position in and engage in transactions with respect to COMPANY securities, and in light of the fact that CIR imposes restrictions on such transactions to guard against trading on the basis of material nonpublic information COMPANY shall contemporaneously notify CIR if any information or data being supplied to CIR has not been generally released or promulgated. 12. REPRESENTATION AND INDEMNIFICATION a. COMPANY shall be deemed to make a continuing representation oft the accuracy of any and all material facts, materials, information, and data which it supplies to CIR and the COMPANY acknowledges its awareness that CIR will rely on such continuing representation in disseminating such information and otherwise performing its investor relations functions. b. CIR, in the absence of notice in writing from COMPANY, will rely on the continuing accuracy of materials, information. and data supplied by COMPANY. c. COMPANY hereby agrees to hold harmless and indemnify CIR against any claims, demands, suits, loss, damages, etc., arising out of CIR's reliance upon the instant accuracy and continuing accuracy of such facts, materials, information, and data, unless CIR has been negligent in performing its duties and obligations hereunder. d. COMPANY hereby authorizes CIR to issue, in CIR's sole discretion, corrective, amendatory, supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers, or other members of the financial community. e. COMPANY shall cooperate fully and timely with CIR to enable CIR to perform its duties and obligations under this Consulting Agreement. f. The execution and performance of this Consulting Agreement by COMPANY has been duly authorized by the Board of directors of COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of COMPANY. g. The performance by COMPANY of this Consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or, any contractual obligation by which COMPANY may be bound. h. COMPANY activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a securities broker or dealer under federal or state securities laws; any contact between COMPANY and a potential investor in COMPANY shall be such that COMPANY would be acting merely as a finder or consultant with respect to such prospective investor obligations under this agreement. i. The execution and performance of this Consulting Agreement by COMPANY has been duly authorized by the Board or Directors of COMPANY in accordance with applicable law, and, to the extent required, by the requisite number of share holders of COMPANY. j. The performance by COMPANY of this agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. k. COMPANY shall promptly deliver to CIR a complete due diligence package to include latest 10K, latest lOQ, last 6 months of press releases and all other relevant materials, including but not limited to corporate reports, brochures, etc. l. COMPANY shall promptly deliver to CIR a list of names and addresses of all shareholders of COMPANY which it is aware. This shareholder list shall be upgraded at CIR's request. COMPANY agrees to furnish to CIR a copy of all DTC sheets on a weekly basis. m. COMPANY shall promptly deliver to CIR a list of all brokers and market makers of COMPANY securities, known to COMPANY, which have been following COMPANY. n. Because CIR will rely on such information to be supplied it by COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects. o. COMPANY shall act diligently and promptly in reviewing materials submitted to it by CIR to enhance timely distribution of the materials and shall inform CIR of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date. p. The execution and performance of this Consulting Agreement by CIR has been duly authorized by the Board of Directors of CIR in accordance with applicable law, and, to the extent required, by the requisite number of shareholders of CIR. q. The performance by CIR of this Consulting Agreement will not violate any applicable court decree or order, law or regulation, nor will it violate any provision of the organizational documents and/or bylaws of CIR or any contractual obligation by which CIR may be bound. r. CIR's activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a securities broker or dealer under federal or state securities laws; any contact between CIR and a potential investor in COMPANY shall be such that CIR would be acting merely as a finder or consultant with respect to such prospective investor. 13. COMPENSATION a. Compensation payable to CIR for all general investor relations services and other services hereunder, including but not limited to acquisition and merger services, shall be paid by COMPANY to CIR by the means and in the manner or manners as described in "ADDENDUM A", a copy of which is attached hereto and incorporated herein by this reference. b. All moneys payable hereunder shall be in U.S. funds and drawn on U.S. banks The parties acknowledge that in negotiating this fee they recognized that the services will probably not be performed in equal monthly segments, but may be substantial during the earlier portion of the term and less thereafter as relationships and communication lines are established. Thus, part of the compensation for earlier services will be deferred and therefore any lessening of services shall not constitute a breach or termination hereof and the level fee shall continue. c. For all special services, not within the scope of this Consulting Agreement, COMPANY shall pay to CIR such fee(s) as, and when, the parties shall determine in advance of performance of said special services, provided COMPANY has agreed to said special services. 14. BILLING AND PAYMENT Monthly fees or payments shall be due and payable without billing. Billing and payments for special services shall be as agreed on a case by case basis. COMPANY acknowledges and agrees that deposits, initial payments, down payments, partial payments, payments for special services, monthly fees or monthly payments shall be by wire to CIR's bank account upon execution of any agreement or agreements, or; upon payment due date in the case of monthly fees or monthly payments, or; in the case of special services by the first day of the preceding month that work is scheduled to be performed, unless expressly provided otherwise in writing, and that if such funds are not received by CIR by said date COMPANY shall pay to CIR an additional operations charge equal to 1% for each day said funds are not received. 15. CIR AS AN INDEPENDENT CONTRACTOR CIR shall provide said services as an independent contractor, and not as an employee of COMPANY or of any company affiliated with COMPANY. CIR has no authority to bind COMPANY or any affiliate of COMPANY to any legal action, contract, agreement, or purchase, and such action can not be construed to be made in good faith or with the acceptance of COMPANY; thereby becoming the sole responsibility of CIR. CIR is not intitled to any medical coverage, life insurance, savings plans, health insurance, or any and all other benefits afforded COMPANY employees. CIR shall be solely responsible for any Federal, State, or Local Taxes, and should COMPANY for any reason be required to pay taxes at a later date, CIR shall reassure such payment is made by CIR, and not by COMPANY. CIR shall be responsible for all workers compensation payments and herein holds COMPANY harmless for any and all such payments and responsibilities related hereto. 16. CIR NOT TO ENGAGE IN CONFLICTING ACTIVITIES During the term of this agreement CIR shall not engage in any activities that directly conflicts with the interests of COMPANY. COMPANY hereby acknowledges notification by CIR and understands that CIR does, and shall, represent and service other and multiple clients in the same manner as it does COMP ANY, and that COMPANY is not an exclusive client of CIR. 17. TRADE SECRETS AND INVENTIONS CIR shall treat as proprietary any and all information belonging to COMPANY, it's affiliates, or any third parties, disclosed to CIR in the course of the performance of CIR services. CIR assigns and agrees to assign to COMPANY or its nominee all rights in invention and other proprietary information conceived by CIR during the term of this agreement with respect to any work performed under said agreement. 18. INSIDE INFORMATION -- SECURITIES VIOLATIONS In the course of the performance of this agreement it is expected that specific sensitive information concerning the operations of COMPANY's business, and/or affiliate companies shall come to the attention and knowledge of CIR. In such event CIR will not divulge, discuss, or otherwise reveal such information to any third parties. 19. DISCLOSURE CIR is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of COMPANY. It is mutually understood that prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to any activity that CIR may be involved with on behalf of COMPANY. 20. WARRANTY AGAINST CONTEMPLATION OF AGREEMENT RELATED CORRUPT PRACTICES CIR represents and warrants that all payments and other valuable considerations paid or to be paid under this agreement constitutes compensation for services rendered; that this agreement and all payments and other valuable considerations and the use of those payments and valuable considerations are non-political in nature; and that said payments and valuable considerations do not influence, sway or bribe any government or municipal party, either domestic or foreign, in any way. 21. AMENDMENTS This agreement may he modified or amended, provided such modifications or amendments are mutually agreed upon by and between the parties hereto and that said modifications or amendments are made in writing and signed by both parties. 22. SEVERABILITY If any provision of this agreement shall be held to be contrary to law, invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is contrary to law, invalid or unenforceable, and that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. 23. TERMINATION OF AGREEMENT This Consulting Agreement may not be terminated by either party prior to the expiration of the term provided in Paragraph 8 above except as follows: a. Upon he bankruptcy or liquidation or the other party; whether voluntary or involuntary; b. Upon the other party taking the benefit of any insolvency law; and/or c. Upon the other party having or applying for a receiver appointed for either party. d. As provided for in Paragraph 28 below. 24. ATTORNEY FEES In the event either party is in default of the terms or conditions or this consulting Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of default including all cost, reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition. 25. RETURN OF RECORDS Upon termination of this agreement, CIR shall deliver all records, notes, data, memorandum. models and equipment of any nature that are in the control of CIR that are the property of or relate to the business of COMPANY. 26. NON-WAIVER The failure of either party, at any time, to require any such performance by any other party shall not be constructed as a waiver of such right to require such performance, and shall in no way affect such party's right to require such performance and shall in no way affect such party's right subsequently to require full performance hereunder. 27. DISCLAIMER BY CIR CIR shall be the preparer of certain promotional materials, and; CIR makes no representation to COMPANY or others that; (a) its efforts or services will result in any enhancement to COMPANY (b) the price of COMPANY'S publicly traded securities will increase (c) any person will purchase COMPANY's securities, or (d) any investor will lend money to and/or or invest in or with COMPANY. 28. EARLY TERMINATION In the event COMPANY fails or refuses to cooperate with CIR, or fails or refuses to make timely payment of the compensation set forth above and/or in ADDENDUM "A", CIR shall have the right to terminate any further performance under this agreement. In such event, and upon notification thereof all compensation shall become immediately due and payable and/or deliverable, and CIR shall be entitled to receive and retain the same as liquidated damages and not as a penalty, in lieu of all other remedies the parties hereby acknowledge and agree that it would be too difficult currently to determine the exact extent of CIR's damages, but that the receipt and retention of such compensation is a reasonable present estimate of such damage. 29. LIMITATION OR CIR LIABILITY In the event CIR fails to perform its work or services hereunder, its entire liability to COMPANY shall not exceed the lessor of; (a) the amount of cash compensation CIR has received from COMPANY under Paragraph 13 above (b) the amount of cash compensation CIR has received from COMPANY under Addendum "A", or (c) the actual damage to COMPANY as result of such non-performance. In no event shall CIR be liable to COMPANY for any indirect, special or consequential damages, nor for any claim against COMPANY by any person or entity arising from or in any way related to this agreement. 30. OWNERSHIP OR MATERIALS All right, title and interest in and to materials to be produced by CIR in connection with this Consulting Agreement and other services to be rendered under said agreement shall be and remain the sole and exclusive property of CIR except in the event COMPANY performs fully and timely its obligations hereunder, COMPANY shall be entitled to receive upon written request, one (1) copy of all such materials. 31. AGREEMENT NOT TO HIRE COMPANY understands and appreciated that CIR invested a tremendous amount of time, energy and expertise in the training of its employees and education of its sub contractors to be able to provide the very services COMPANY desires. COMPANY herein understands that in the event an employee or subcontractor of CIR is enticed to leave, then CIR shall be damaged in an amount the parties are incapable of calculating at the present time. Therefore, COMPANY agrees not to offer employment or sub-contractor status to any employee or sub contractor of CIR, nor to allow any employee, officer, director, shareholder or consultant of COMPANY to offer such employment or sub contractor status with COMPANY or any other company, concern, venture or entity with whom officers, directors or consultants of COMPANY are employed, associated or hold a financial stake in for a period of three (3) years from the date of expiration or termination hereof Further, in the event an employee or sub contractor of CIR leaves the employ of or dissolves or breaks association with CIR and subsequently establishes employment or an association of any kind with another investor relations or other type of competing firm of CIR, COMPANY agrees not to do business with such other investor relations or competing firm of CIR for a period of three (3) years from the date of expiration or termination hereof. 32. MISCELLANEOUS a. Effective date of representations shall be no later than the date of execution by the parties of this Consulting Agreement. b. Currency: In all instances, references to dollars shall be deemed to be United States Dollars. c. Stock: In all instances, references to stock shall be deemed to be unrestricted and free trading. 33. NOTICES All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section maybe given, and shall be given by either personal delivery, certified mail, express mail or other national overnight courier services. Notices shall be deemed given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service. Any notices to be given hereunder shall be effective if executed by and sent by the attorneys for the parties giving such notice, and in connection therewith the parties and their respective counsel agree that in giving such notice such counsel may communicate directly in writing with such parties to the extent necessary to give such notice. Any notice required or permitted by this agreement to be given shall be given to the respective parties at the address first written above, on page one (1) of this consulting agreement. 34. FIRST RIGHT OF REFUSAL ON INVESTMENT BANKING SERVICES The parties agree that during the term of this Consulting Agreement CIR shall have first right of refusal to provide COMPANY with any fund raising and/or investment banking services, provided that CIR has the ability to provide the same or equivalent services needed or requested by COMPANY, and at a compensation to CIR equal to, or in a lesser amount, than that which COMPANY can obtain said services from another alternative provider. CIR shall have five (5) days upon written notice from COMPANY in which to match or exceed such requested services at a compensation rate equal to or less than that offered by another alternative provider of said services. 35. PARENT AND SUBSIDIARY COMPANIES OR ENTITIES This Consulting Agreement applies to all parent or subsidiary companies or entities of COMPANY. 36. EXCLUSION WITH RESPECT TO PARTNERSHIP The parties agree that, in no way, shall this Consulting Agreement be construed as being an act of as being an act of partnership between the parties hereto and that no party hereto shall have, as a result of the execution of the Consulting Agreement, and liability for the commitments of any other party of any type, kind or sort. 37. TRAVEL COMPENSATION ANAL REIMBURSEMENT In the course of CIR providing services as necessary hereunder, on the behalf of or for COMPANY during the term of this Consulting Agreement, COMPANY shall pay to, or reimburse, CIR for any travel expenses incurred by CIR that are not specifically described elsewhere herein, provided that COMPANY has been notified in advance by CIR of the nature and of the cost of any such required travel and the amount of travel compensation and/or reimbursement related thereto. Travel expenses shall be deemed to include, but not be limited to, transportation expenses, hotel expenses, airline fares, taxi fares, toll road fees, reasonable food expenses and reasonable gratuities related thereto. COMPANY shall have the right to book airline reservations, hotels, etc. itself on behalf of CIR within five(5) days upon notice for the requirement thereof from CIR. 38. TIME IS OF THE ESSENCE Time is hereby expressly made of the essence of this Consulting Agreement with respect to the performance by the panics of their respective obligations hereunder. 39. ENUREMENT This Consulting Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors, assigns and any addenda's attached hereto. 40. ENTIRE AGREEMENT This Consulting Agreement contains the entire agreement of the parties and may be modified or amended only by agreement in writing, signed by the party against whom enforcement of any waiver, change, amendment, modification, extension or discharge is sought. It is declared by both parties that there are no oral or other agreements or understanding between them affecting this Consulting Agreement, or relating to the business of ClR. This agreement supersedes all previous agreements between CIR and COMPANY. 41. APPLICABLE LAW This Agreement is executed pursuant to and shall be interpreted and governed for all purposes by the laws of the State of Florida for which the Courts in Seminole County, Florida shall have jurisdiction. If any provision of this Consulting Agreement is declared void, such provision shall be deemed severed from this agreement, which shall otherwise remain in full force and effect. 42. ACCEPTANCE BY CIR This Consulting Agreement is not valid or binding upon CIR unless and until executed by its President or other duly authorized executive officer of CIR at its home office in Altamonte Springs, Florida. 43. EXECUTION IN COUNTERPART; TELECOPY-FAX This Consulting Agreement may he executed in counterparts, not withstanding the date or dates upon which this Consulting Agreement is executed and delivered by any of the parties, and shall be deemed to be an original and all of which will constitute one and the same agreement, effective as of the reference date first written above. The fully executed telecopy (fax) version of this Consulting Agreement shall be construed by all parties hereto as an original version of said Consulting Agreement. 44. DISCLAIMER CIR is in the business or investor/public relations and other related business, as previously stated above, and in no way proclaims to be an investment advisor and/or stock or securities broker. CIR is not licensed as a stock or securities broker and is not in the business of selling such stocks or securities or advising as to the investment viability or worth of such stocks or securities. IN WITNESS WHEREOF, the panics hereto have set their hands in execution of this agreement. For and in behalf of COMPANY: For and in behalf of; CIR. CORPORATE INVESTOR RELATIONS, INC. BY /s/ Tom Arregoni BY /s/ Tim Murray TOM ARREGONI, SENIOR CONSULTANT TIM MURRAY, president CONSULTING AGREEMENT ADDENDUM "A" Page l of 2 pages (A.) COMPANY acknowledges and agrees CIR shall not provide or continue to provide service until all such fees are paid. COMPANY acknowledges that it has verified with its corporate council, accountants, corporate officers, board of directors, executive decision makers, and appropriate stock exchanges that said stock can, in fact, be timely delivered to CIR as agreed. (B) Valuable compensation due CIR - Total U.S. Dollar Value: $500,000 OR 7,800,00 shares of free trading stock of north American resorts, inc., plus options.. OPTIONS SHARES PRICE EXPIRATION DATE 2,500,000 $.04 1 YEAR 1,500,000 $.10 1 YEAR 1,000.000 $.15 1 YEAR 1,000,000 $.20 1 YEAR SEE PAGE TWO OF ADDENDUM "A" For and in Behalf of COMPANY; For and in Behalf of CIR; /s/ TOM ARREGONI /s/ Tim Murray TOM ARREGONI, SENIOR CONSULTANT TIM MURRAY, President 8/6/96 DATE CONSULTING AGREEMENT ADDENDUM "A" Page 2 of 2 pages (1.) It is mutually agreed by and between the parties hereto that in the event CIR opts or agrees to accept COMPANY'S stock, either now or in the future, as full or partial payment for any part or portion of CIR's compensation or fee under this Consulting Agreement, that the number of such shares necessary for such equal value alternative compensation shall be determined pursuant to a formula or computation that discounts the stock from the bid price at a rate of 20% based solely upon the 10 day previous average bid price as of the date of execution of this Consulting Agreement, or such other subsequent written agreement to accept said stock as alternative compensation. (2.) In the event the price of the stock declines before CIR is in receipt of said stock, COMPANY agrees to increase the number of shares accordingly in order to appropriately maintain the agreed upon equal dollar value compensation as determined by the applicable formula or computation as specified and provided for herein above. (3.) COMPANY agrees that in the event the stock has not been received in CIRs account within ten (10) days of the date of execution of this Consulting Agreement or any subsequent written agreements related hereto COMPANY shall pay to CIR in U.S. funds an additional amount equal to 5% of such equal value alternative compensation as liquidated damages. This shall continue for each and every ten (10) day period that said stock is not received by CIR. Said funds to be wired to CIR, without notice, within three days of any such default. (4.) COMPANY acknowledges and agrees CIR shall not provide or continue to provide services until all such fees are paid. COMPANY acknowledges that it has verified with its corporate council, accountants, corporate officers, board of directors, executive decision makers, and appropriate stock exchanges that said stock can, in fact, be timely delivered to CIR as agreed. VALUABLE COMPENSATION DUE CIR -- TOTAL U.S. DOLLAR VALUE: $500,000 OR 7,800,000 SHARES FREE-TRADING COMMON STOCK OF NORTH AMERICAN RESORTS, INC. For and in Behalf of COMPANY; For and in Behalf of CIR; _______________________________ /s/ Tim Murray TOM ARREGONI, SENIOR CONSULTANT TIM MURRAY, President _______________________________ 8/6/96 DATE DATE EX-4.2 3 CONSULTING AGREEMENT EXHIBIT 4.2 CONSULTING AGREEMENT THIS AGREEMENT is made as of August 6, 1996 By and Between NORTH AMERICAN RESORTS, INC., a Colorado Corporation [the Company] And MAX P. CAWAL, an independent individual [the Consultant] RECITALS A. The Company represents several Companies that desire to promote their business plans to the investment community and to build the value of the Company for the benefit of its respective Shareholders. B. The Consultant is involved in a variety of businesses, with particular emphasis in investment banking, mergers and acquisitions, private placement transactions and financial public relations and promotions for public Companies; and C. The Company recognizes the substantial experience and knowledge of the Consultant in matters relating to investment banking, mergers and acquisitions, private placement transactions and financial public relations and promotions; and D. The Company further recognizes that it is in the best interest of the Company's clients to engage the services of the Consultant; and E. The Company desires to retain the valuable services and counsel of the Consultant, and the Consultant desires to render such services to the Company upon the terms set forth in this Agreement. NOW THEREFORE, in consideration of the mutual promises and covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby agree as follows: 1. RECITALS. the Recitals to this Agreement are hereby incorporated into this agreement as though fully restated herein. 2. ENGAGEMENT. The Company hereby engages the Consultant, and the Consultant accepts engagement by the Company, upon the terms and conditions set forth in this Agreement. 3. TERM. The term of this Agreement shall begin on the date hereof and shall continue for a period of twelve months from the date hereof. 4. DUTIES. During the term of this Agreement, the Consultant will provide consulting services to the Company as requested. These services will be performed on the best efforts basis and will include, without limitation, assistance in mergers, acquisitions, and internal capital structuring and the placement of new debt and equity issues, all with the objective of accomplishing the business and financial goals of the Company's clients. In each instance, Consultant shall endeavor to assist, subject to market conditions, in identifying Corporate candidates and sources of private and institutional funds, providing planning, structuring, strategic and other advisory services ; and assisting in negotiations on behalf of the Company and its clients. In each case, the Consultant will exercise his best efforts to accomplish the goals established by the Company and shall comply with all applicable laws in connection with the performance of the Agreement. It is understood and agreed that the Consultant is not a finder or broker and that he is not being compensated as such hereunder. 5. CONSULTING SERVICE COMPENSATION. See attached Schedule "A". 6. NATURE OF ENGAGEMENT. The Consultant is being engaged by the Company as an independent contractor and shall be responsible for payment of his own taxes. Nothing in this Agreement shall be construed so as to create an employer-employee relationship between the parties. 7. EXPENSES. Upon receipt of requests from the Consultant for reimbursement, the Company shall reimburse the Consultant for all reasonable and necessary expenses the Consultant incurs, prior to and after the date of this Agreement in performing his duties in connection with this Agreement. The Consultant shall be required to receive authorization for expenses from the Chief Operating Officer of the Company. 8. NOTICES. Any notice, report or demand required, permitted or desired under this Agreement shall be sufficient if in writing and delivered by certified mail, return receipt requested, Fedex [or such similar courier], telegram or receipted hand delivery at the following addresses [or other addresses designated by proper notice]: AS TO THE COMPANY: NORTH AMERICAN RESORTS, INC. 315 East Robinson Street Suite 190 Orlando, Florida 32801 AS TO THE CONSULTANT: MAX P. CAWAL 8731 Fernwicke Court Orlando, Florida 32819 Any notice otherwise delivered shall be deemed given when actually received by recipient. 9. MISCELLANEOUS PROVISIONS: a. GOVERNING LAW: This Agreement shall be governed by, interpreted and enforced in accordance with the Laws of the State of Florida. b. WAIVER: The waiver by any party hereto of a breach of any provision of this Agreement shall not operate as a waiver of any other breach of any provision of this Agreement by any party. c. ENTIRE AGREEMENT: This instrument contains the entire Agreement of the parties concerning engagement and may not be changed or modified except by written agreement duly executed by the parties hereto. d. SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, heirs, personal representatives and assigns. e. DAYS: Reference in this Agreement to "day" or "days" refers to calendar days, but if a referenced date falls on a Saturday, Sunday or Federal holiday, it will be deemed to fall on the next calendar day that is not a Saturday, Sunday or Federal holiday. f. CONFIDENTIALITY: Except as may otherwise be required by Law, the provisions of this Agreement shall remain strictly confidential. To the extent permitted by the Law, the Board of Directors of the Company shall ensure that no person other than Members of the Board of Directors of the Company and appropriate Officers of the Company are made aware of the terms of this Agreement. In addition, neither the Company nor the Consultant shall, either directly or indirectly through their respective Officers, Directors, Employees, Shareholders, Partners, Joint Ventures, Agents, Consultant, Contractor, Affiliates or any other person, disclose, communicate, disseminate or otherwise breach the confidentiality of all or any provision of this Agreement, without the express written consent of both parties to this Agreement. g. SPECIFIC PERFORMANCE: Strict compliance shall be required with each and every provision of this Agreement. The parties hereto agree that breach of this Agreement shall result in irreparable damage, and that specific performance of these obligations may be obtained. h. ADDITIONAL DOCUMENTS: The Company agrees to execute such other documents and agreements to effectuate the purposes of this Agreement, as the Consultant may request from time to time. i. ASSIGNMENTS: The obligation of the parties under this Agreement shall not be assigned without the written consent of the parties. Notwithstanding any provision of this Agreement to the contrary, however, the Consultant shall be entitled to provide that any funds payable or stock issueable to him pursuant to this Agreement shall instead be paid or issued to another person. j. COUNTERPARTS: This Agreement may be executed in counterparts, and all counterparts will be considered as part of one agreement binding on all parties to this Agreement. k. FACSIMILE SIGNATURES: The parties may execute this Agreement by facsimile, which signature[s] shall be deemed an original and binding upon such party. l. SEVERABILITY: If any term, condition or provision of this Agreement or the application thereof to any party of circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, condition or provision to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, condition and provision of their Agreeemnt shall be valid and enforceable to the fullest extent permitted by the Law. m. DISPUTE PROCEDURE: Any dispute, claim or controversy arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Orlando, Florida in accordance with the Commercial Arbitration Rules of the American Arbitration Association. We further agree that we will abide by and perform any award rendered by the Arbitrator[s] and that judgment upon any such award may be in any court, State or Federal, having any arbitration demand, service of process, notice of motion or other application the court or any Judge thereof may be served by registered or certified mail, or by personal service, provided a reasonable time for appearance or answer is allowed. n. BOARD OF DIRECTORS: Except as expressly provided otherwise in the Agreement, reference to the actions, determinations or similar occurrences by the Company shall mean the action, decisions or determination of its Board of Directors. o. AUTHORITY: The Company hereby represents and warrants that the person executing this Agreement on its behalf is duly authorized to do so that the execution of the Agreement has been duly approved by the Board of Directors of the Company, and that this Agreement is binding upon the Company. The Company hereby agrees to provide such documentation evidencing such authorization and approval as the Consultant may reasonably request, including, without limitation, written consents of the Board of Directors of the Company. p. INDEMNITY: The Company agrees to indemnify and hold Consultant and his associates harmless from and against all losses, claims, damages, liabilities, costs or expenses arising out of entering into or performing services under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. NORTH AMERICAN RESORTS, INC. BY ------------------------------------- Tom Arrigoni / Senior Consultant MAX P. CAWAL ------------------------------------- EX-4.3 4 PUBLIC RELATIONS AGREEMENT EXHIBIT 4.3 FINANCIAL PUBLIC RELATIONS AGREEMENT WITNESSETH THIS AGREEMENT, made this 1st day of August 1996, by and between Tom Arrigoni, (hereinafter "Arrigoni") and North American Resorts, Inc., located at 315 East Robinson Street, S-190, Orlando, Florida 32801, Telephone (407) 841-1917 (hereinafter referred to as "CLIENT"). WHEREAS, the CLIENT, is a publicly held corporation, and desires to retain the services of ARRIGONI to advise and assist it in its ongoing financial public relations, which the CLIENT recognizes as requiring time and constant attention to develop and sustain the attention and interest of shareholders and other members of the investment and financial community; and WHEREAS, ARRIGONI will provide such professional services for the consideration as stated herein; NOW THEREFORE, the parties hereby agree as follows: 1. RETENTION: CLIENT retains ARRIGONI to advise and assist it in its ongoing financial public relations, which the CLIENT recognizes as requiring time and constant diligence to develop and sustain the attention and interest of shareholders and other members of the investment and financial community. Such services would include, as necessary and authorized by the CLIENT: a) press releases, releases and conferences; b) financial advertising; c) fact sheets and brochures prepared and distributed; d) contacts to attract both individual and institutional investors; e) distribution of the CLIENT'S annual, quarterly and other reports; f) such other activities and promotions as shall be agreeded upon in order to maintain an active interest and market in CLIENT'S stock. ARRIGONI'S services will be performed at his facilities and at such other place as are appropriate and necessary for ARRIGONI to perform his duties hereunder. 2. TERM OF AGREEMENT: ARRIGONI'S services shall be available to CLIENT for a Five (5) years period commencing on the effective date of this agreement. 3. COMPENSATION: For work to be performed by ARRIGONI under this Agreement, CLIENT will pay ARRIGONI a fee as follows: CLIENT agrees to pay $ 10,000 per month during the term of this Agreement. In addition, CLIENT agrees to issue Two Million Five Hundred (2,500,000) Shares, to be issued in the following manner: 1.3 million shares immediatley and 1.2 million shares 30 days from the date of this Agreement, such shares will be registered via an S-8 filing with the Securities and Exchange Commission immediately by CLIENT. 4. EXPENSES: ARRIGONI will be solely responsible for all costs, expenses and out-of-pocket disbursements incurred on behalf of the CLIENT, which include, but are not limited to, travel and hotel costs, copywriting, layout, art and Photographic services, mechanical, printing, duplication and reproduction costs, advertising costs, messenger and delivery services, telephone toll charges, fax, postage, newswire, on-line computer news services and any other necessary and incidental expenses. All non-project single item expenses over $200.00 will be submitted to Client in advance for approval. All project expenses will be presented to Client for approval in advance of beginning such projects. All such project expenses are payable by 50% upon Clients approval of such project and 50% upon material completion. 5. PAYMENT: Client agrees to pay all fees and costs within ten (10) days from receipt of all billings by ARRIGONI. Any payment due hereunder that is not paid as provided for herein shall incur a one and one half (1 1/2%) percent per month late fee. REPRESENTATIONS AND WARRANTIES OF CLIENT 6. REQUIRED REPORTING: The CLIENT will prepare and file all required reports with the Securities and Exchange Commission (the "SEC") and such other necessary and appropriate agencies, and are in conformity with the requirements of the Securities Act of 1933, as amended (the "ACT") and the rules and regulations ("Rules and Regulations) promulgated thereunder, and CLIENT shall deliver to ARRIGONI and such documents and additional amendments thereto that it shall file, including, but not limited to all amendments, 10K's, 10Q's, 8K's and all other material reports and letters filed with the SEC and the (NASD). 7. ACCURACY OF REPORTS: The SEC has not issued any order preventing or suspending the sale of the CLIENT'S Common Stock. CLIENT represents that each filing/report has conformed in all material respects with the requirements of the Act and the applicable rules and regulations promulgated thereunder and to the best of the CLIENT'S knowledge has not and will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading. 8. NO DEFAULTS: The CLIENT is not in any default which has not been waived in the performance of any obligation, agreement or condition contained in any security, note, or the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement will not conflict with, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, the Articles of Incorporation, as amended, or by-laws of the CLIENT, any note, indenture, mortgage, deed of trust, or other agreement or instrument to which the CLIENT is a party or by which it or any of its property is bound, or any existing law, order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality, agency or body, arbitration tribunal or court, domestic or foreign, having jurisdiction over the CLIENT or its property. The consent, approval, authorization, or order of any court or governmental instrumentality, agency or body is not required for the consummation of the transactions herein contemplated. 9. INCORPORATION AND STANDING: The CLIENT is duty incorporated, validly existing and in good standing under the laws of the state or country of its incorporation with authorized and outstanding capital stock as set forth in its SEC filings, and will full power and authority (corporate or other) to own its property and conduct its business, present and proposed, as described in its SEC filings; the CLIENT has full power and authority to enter into this Agreement; and the CLIENT is duly qualified and in good standing as a foreign corporation in each jurisdiction in which it owns or leases real property or transacts business requiring such qualifications, if any. 10. LEGALITY OF COMMON STOCK: The outstanding Common Stock of the CLIENT has been duly and validly authorized and issued and is fully paid and non assessable and will conform to all statements with regard thereto contained in its SEC filings. No sales of securities have been made by the CLIENT in violation of the registration provisions of the Securities Act of 1933, as amended. Any Common Stock Purchase Warrants have been duly and validly authorized and, when sold and delivered, will constitute valid and binding obligations of the CLIENT enforceable in accordance with the terms thereof and will conform to all statements with regard thereto contained in any of its SEC filings. 11. LITIGATION: Except as set forth in CLIENT'S SEC filings, there is and shall be no actions, suits or proceedings before any court or governmental agency, authority or body pending or to the knowledge of the CLIENT threatened which might result in judgments against the CLIENT not adequately covered by insurance or which collectively might result in judgments against the CLIENT not adequately coverdy by insurance or which collectively might result in any material adverse change in the condition (financial or otherwise) of the business or the prospect of the CLIENT, or would materially affect the properties or assets of the CLIENT. 12. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE CORRUPT PRACTICES: CLIENT represents and warrants that all payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment of any money or gift to any official or other person to influence any act or decision of an official or person to induce such official or person to affect or influence any act or decision in favor of the CLIENT. COVENANTS OF THE CLIENT 13. FINANCIAL STATEMENTS: The CLIENT, at its own expense will prepare, file and update such financial statements and other information as may be required by the SEC or States in which the sale of the CLIENT'S Common Stock may be qualified. During the one (1) year retention period of ARRIGONI, or any extension thereof, the CLIENT will deliver to ARRIGONI copies of each annual, quarterly and other reports and documents which the CLIENT shall timely present to its security holders an/or file with the SEC and other State governmental authority, within thirty (30) days of the preparation and submission of such documents and reports. 14. COMPLIANCE WITH APPLICABLE LAWS: The CLIENT has complied and will continue to comply with all applicable laws, statutes, rules, regulations and orders relating to the operation of its business and the issuance, sale and market of its securities, which the failure to comply with would result in a material adverse effect on CLIENT'S business or financial condition. 15. APPLICATION TO MOODY'S, STANDARD & POORS, NASD AND NASDAQ: The CLIENT shall maintain all its current listings on the NASD Bulletin Board or NASDAQ automated quotation system. The CLIENT also agrees to be listed with Moody's and Standard and Poors. As such listings are applicable to CLIENT'S ability to trade its stock and comply with Blue Sky State requirements. 16. OPINION OF COUNSEL: At ARRIGONI'S option, ARRIGONI may request a comfort letter from CLIENT'S counsel during the term of this Agreement. 17. ACCOUNTANT'S LETTER: The CLIENT shall furnish to ARRIGONI a copy of the opinion and audited financial statements rendered to the CLIENT and submitted to the SEC by its retained independent public accountant concerning the examination of the CLIENT'S financial statements and opinion as to their compliance with applicable accounting requirements of the ACT and the Rules and Regulations promulgated thereunder and with generally accepted accounting principles, and that such financial statement present fairly the financial position of the CLIENT. At ARRIGONI'S option, ARRIGONI may request a comfort letter from CLIENT'S accountant during the term of this Agreement. 18. INDEMNIFICATION: The CLIENT, for good and valuable consideration, the receipt of which is hereby acknowledged, undertakes and agrees to indemnify and hold ARRIGONI harmless from and against any in respect of any liability, damage, loss or expense to ARRIGONI resulting from (a) the inaccuracy or omission of any information, representation or warranty made to ARRIGONI and/or contained in any materials distributed and/or advertised to the public and/or filed with any governmental or regulatory authority or agency; (b) any inaccuracy or omission in the financial statements, documents or materials of the CLIENT required to be filed with any governmental or regulatory authority or agency and/or distributed to the public and of shareholder interest; (c) any failure of the CLIENT to discharge any duty or perform any obligation required of it under (I) any rules, statutes and regulations enacted and/or enforced by any governmental or regulatory authority or agency, (ii) any representation, undertaking or warranty set forth in any document or materials distributed to the public and/or filed with any governmental or regulatory authority or agency, (iii) any contract incident to the CLIENT conducting its current or proposed business activity; or (d) any violation by the CLIENT of any Federal, State or Local law, ordinance, regulation or order. ARRIGONI, for good and valuable consideration hereby agrees to indemnify CLIENT from and against and in respect of any misrepresentations made by ARRIGONI in representing CLIENT, unauthorized or unlawful use of confidential CLIENT information obtained during the course of this Agreement, or any willful misconduct or gross negligence of ARRIGONI in the performance of his duties under this Agreement. TERMINATION 19. TERMINATION BECAUSE OF NON-COMPLIANCE: This Agreement may be terminated by ARRIGONI by notice to the CLIENT in the event that the CLIENT shall have failed or been unable to comply with any of the terms, conditions or provisions of this Agreement on the part of the CLIENT to be performed, completed with or fulfilled within the respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly waived by ARRIGONI in writing. 20. TERMINATION OF AGREEMENT: In the event that ARRIGONI should withdraw from retention by the CLIENT, any sums that have become due in accordance with this Agreement but have not been paid at the time of withdrawal will be deemed to be for services already rendered and shall be paid immediately by the CLIENT, any sums that have been paid to ARRIGONI will be deemed earned and for services already performed. The CLIENT shall pay immediately for all unreimbursed charges, costs and expenses paid or incurred by ARRIGONI prior to the time of withdrawal. If such termination is for non-payment, CLIENT agrees to pay all legal and other collection fees with appropriate interest. MISCELLANEOUS 21. NON-AFFILIATION: Nothing herein shall be construed as creating a relationship of employer-employee, partners, joint ventures or other such or similar relationship between the parties hereto. The parties intend that ARRIGONI will be an independent contractor and not an employee of CLIENT. Therefore, none of the benefits that may be provided by CLIENT to its employees, including but not limited to workers' compensation insurance, unemployment insurance or fringe benefits, shall be available from CLIENT to ARRIGONI. Further, ARRIGONI and CLIENT each understand that it shall be ARRIGONI'S responsibility to provide for all unemployment and other taxes, including withholding and social security, and all estimated taxes, business licenses and insurance (including but not limited to workers' compensation insurance and public liability insurance) arising out of or relating to this Agreement. ARRIGONI hereby assumes all risks, burdens and liabilities associated with his status as an independent contractor, including and not limited to liability to their parties for the acts of his employees and agents which buy for this status, might otherwise be attributable to CLIENT and/or covered by CLIENT'S insurance carriers. In furtherance of the foregoing, ARRIGONI agrees that he will not assets or claim that he is not an independent contractor, and will in good faith defend his status as such. 22. CONFIDENTIALITY: In the course of the performance of ARRIGONI'S duties, it is expected that ARRIGONI will receive information which may be considered material inside information. ARRIGONI will not disclose that information to others except as authorized by CLIENT and necessary in order for ARRIGONI to perform his duties and comply with such Federal, State and Municipal laws, rules and regulations or other regulatory body. ARRIGONI agrees to the following definitions: a) ARRIGONI shall only distribute materials that have been approved by CLIENT prior to distribution. b) ARRIGONI may employ sub-contractors to assist in his duties, however, ARRIGONI will be held responsible for all materials distributed. c) ARRIGONI hereby agrees that he or his sub-contractors will not distribute misleading information, make false statements or in any was deviate from standard practices as it relates to information distributed under the laws and regulations of the United States or State Securities laws. ARRIGONI hereby represents that he is familiar with the laws, rules and regulations and will conduct his efforts within the guidelines of those rules and laws. d) ARRIGONI understands and agrees that any deviation from the accepted practices as it relates to promotion for a public company, and misrepresentation or mailing of false or misleading information regarding CLIENT will be grounds for immediate termination of this Agreement. 23. COOPERATION, DILIGENCE, DISCLOSURE AND DISCLAIMER OR WARRANTY: The CLIENT acknowledges and agrees that a great deal of time, cooperation, diligence and disclosure is necessary in order for ARRIGONI to perform his duties as contemplated herein. The CLIENT acknowledges and agrees that no representation or warranty concerning the successful outcome of any proposal or recommendation is or can be made. CLIENT acknowledges and understands that this is expressly true when approval of a governmental or regulatory authority or agency is needed in order for CLIENT to effect a proposed course of business which includes the possible intervention and institution by any governmental or regulatory authority or agency of any proceedings into the activities of the CLIENT or its principals. All statements of ARRIGONI concerning any and all matters contemplated herein are statements of opinion only. 24. WARRANTY THAT AGREEMENT DOES NOT CONTEMPLATE ACTS OF A FINDER, UNDERWRITER, BROKER, DEALER OR PROMOTER: The CLIENT acknowledges and agrees that no representations or warranty has been made by ARRIGONI, his associates, affiliates or any other person as to the successful outcome of any media, financial plan, private or public financing or other business plans put forth by ARRIGONI, his affiliates or associates. The CLIENT further acknowledges and agrees that ARRIGONI, his affiliates and/or associates have not, and will not act or be considered to act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S securities, either in private or public transactions. CLIENT represents and warrants that all payments and authorizations under this Agreement constitute compensation for services performed or to be performed and do not constitute an offer, payment, promise or authorization for payment to ARRIGONI, or his affiliates and/or associates to act as a finder, underwriter, broker, dealer or promoter of any of the CLIENT'S securities. 25. RIGHTS AND REMEDIES UPON DEFAULT: Upon the occurrence of any event of default, and anytime thereafter, ARRIGONI shall have all the rights and remedies provided in this Agreement, any other writing executed by the parties, and as may be provided and allowed in law. ARRIGONI shall not be deemed to have waived any of his rights and remedies unless such waiver is in writing and signed by the parties hereto. A waiver of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. No delay or omission on ARRIGONI'S part in exercising any right shall operate as a waiver of that or any other right. 26. ENTIRE UNDERSTANDING: This Agreement contains the entire understanding between the parties and may not be modified except in writing and signed by the parties hereto. 27. NOTICES: All notices required under this Agreement shall be sent by registered or certified mail, return receipt requested, addressed as set forth herein or to such other address as the parties may have notice. 28. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and to which jursdiction the parties hereto consent for the adjudication of all disputes. 29. SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, then only that portion is void and shall not affect or impair, in any was, the validity, legality, or enforceability of the remainder of this Agreement. 30. COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which may be deemed an original and all of which together will constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate to be effective as of the date first above written. - -------------------------------------- TOM ARRIGONI BY ITS ------------------------------- - -------------------------------------- NORTH AMERICAN RESORTS, INC. BY ITS ------------------------------- EX-4.4 5 PUBLIC RELATIONS AGREEMENT CONSULTING AGREEMENT BETWEEN MIKE STANFIELD AND NORTH AMERICAN RESORTS, INC. This Agreement entered into this 5th day of August, 1996 by and between North American Resorts, Inc., a Colorado Corporation (hereinafter "North American") and Mike Stanfield (hereinafter "Consultant") WITNESSETH WHEREAS, North American is a corporation engaged in business and is in need of consulting in the form of Public Relations, and other transactions; WHEREAS, Consultant is engaged in consulting of this nature, consultant is interested in providing North American with consulting services; and WHEREAS, North American wishes to engage consultant to provide services; NOW THEREFORE, in consideration of the mutual promises, covenants and undertakings herein contained, the parties agree as follows: 1. North American agrees to retain consultant as an independent contractor, and not as an employee of North American, to provide consulting for a maximum period of one (1) year commencing with the effective date of this Agreement and terminating on August 5th, 1997, unless terminated earlier in accordance with the terms of this Agreement. This agreement will continue on a month by month basis unless terminated in writing. 2. It is understood and agreed that consultant shall render such consulting services as requested by North American including without limitation, originating support among the brokerage community, preparing press releases and taking calls from shareholders and prospective investors, the preparation of a due diligence package to be mailed to all interested parties, and other services as may be requested by North American from time to time. 3. North American shall, upon the signing of this Agreement, issue the following shares, 500,000 shares. North American shall agree to immediately file an S-8 with the Securities and Exchange Commission to register the shares. 4. In the event any one or more of the provisions contained in this Agreement shall, for any reason, be expressly 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 construed as if such invalid, illegal or unenforceable provision had never been contained herein. 5. This Agreement shall be binding on consultant's heirs, legal representatives and assigns, and shall inure to the benefit of any successors and assigns of North American. 6. Any waiver of a right under or breach of a provision of this Agreement shall not be a waiver of any other rights or subsequent breach of the same or other provisions of this Agreement. 7. This Agreement shall be controlled, construed and enforced in accordance with the laws of the State of Florida. 8. This Agreement supersedes all previous agreements between the parties with respect to the subject matter hereof. This Agreement constitutes the entire Agreement between the parties hereto and there are no understandings, representations or warranties of any kind whatsoever except as herein set forth. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate to be effective as of the date written above. MIKE STANFIELD NORTH AMERICAN RESORTS, INC. by: /s/ MIKE STANFIELD by: ________________________ EX-4.5 6 CONSULTING AGREEMENT EXHIBIT 4.5 CONSULTING AGREEMENT Program Addition and Internet Integration Services THIS CONSULTING AGREEMENT (this "Agreement"), made and entered into this 5th day of August, 1996, by and between North American Resorts, a Florida Corporation(hereinafter "Customer"), and DIGITALMIND, a Nevada Corporation (hereinafter "Consultant"): SECTION 1 SCOPE OF SERVICES 1.1 PROJECT SERVICES; PROGRAMMING AND MATERIALS. Consultant shall provide development, integration and implementation services in support of Sunrise Project, as more fully described in Part 1 of Exhibit A attached hereto. As part of such services, Consultant shall use its best efforts to prepare, complete, and install the programming and materials identified as to be furnished by Consultant in Part 2 of Exhibit A attached hereto (the "Software"). 1.2 CONDUCT OF SERVICES. All work shall be performed in a workmanlike and professional manner by employees of Consultant having a level of skill commensurate with the requirements of this Agreement. Consultant shall require its employees at all times to observe security and safety policies of Customer. Consultant shall cause its employees to be bound by written agreements or policies sufficient to give effect to the license in Section 6 hereof. SECTION 2 METHOD OF PERFORMING SERVICES 2.1 METHOD OF PERFORMING SERVICES. Consultant shall have the right to determine the method, details, and means of performing the work to be done for Customer. Customer shall have no right to, and shall not, control the manner or determine the method of accomplishing Consultant's services. Customer may, however, require Consultant's personnel at all times to observe security and safety policies of Customer. In addition, Customer shall be entitled to exercise broad general power of supervision and control over the results of work performed by Consultant's personnel to ensure satisfactory performance, including the right to inspect, the right to stop work, the right to make suggestions or recommendations as to the details of the work, and the right to propose modifications to the work. 2.2 ASSIGNMENT OF PERSONNEL. Customer may interview the personnel Consultant assigns to Customer's work. If Customer determines that such personnel are not appropriate for the work being assigned based on their specific or general skills or their background and experience, Consultant shall make a reasonable effort to assign other qualified personnel. 2.3 SCHEDULING. Consultant will try to accommodate work schedule requests to the extent possible. Should any personnel of Consultant be unable to perform scheduled services because of illness, resignation, or other causes beyond Consultant's reasonable control, Consultant will attempt to replace such employee within a reasonable time, but Consultant shall not be liable for delays resulting from factors beyond its control. 2.4 REPORTING. Customer will advise Consultant of the individuals to whom Consultant's personnel will report for purposes of day-to-day work assignments. Customer and Consultant shall develop appropriate administrative procedures for coordinating with Consultant's personnel. Customer shall periodically prepare an evaluation of the performance of Consultant's personnel. Should Customer not be satisfied with the performance of one or more of Consultant's personnel, Customer may request, on reasonable notice, that Consultant terminate their assignment to Customer's work. 2.5 PLACE OF WORK. Consultant's personnel will perform their work for Customer primarily at Customer's premises except when such projects or tasks may, as agreed by Customer, be performed off site. Customer agrees to provide working space and facilities, and any other services and materials Consultant or its personnel may reasonably request in order to perform the work assigned to them. SECTION 3 TERM AND TERMINATION 3.1 TERM. The term of this Agreement shall commence on the date set forth above and shall continue through the completion of the services set forth in Exhibit A attached hereto, and thereafter for so long as Customer seeks or obtains services from Consultant. 3.2 TERMINATION. This Agreement may be terminated by either party upon written notice, if the other party breaches any obligation provided hereunder and the breaching party fails to cure such breach within the sixty- (60-) day period; provided that the cure period for any failure of Customer to pay fees and charges due hereunder shall be fifteen (15) days from the date of receipt by Customer of notice of such failure. 3.3 REMAINING PAYMENTS. Within sixty (60) days of termination of this Agreement for any reason, Consultant shall submit to Customer an itemized invoice for any fees or expenses theretofore accrued under this Agreement. Customer, upon payment of accrued amounts so invoiced, shall thereafter have no further liability or obligation to Consultant whatsoever for any further fees or expenses arising hereunder. In the event Consultant terminates this Agreement because of the breach of Customer, Consultant shall be entitled to a pro rata payment for work in progress based on the percentage of work then completed, plus the full amount of payment attributable to programming and materials already furnished by Consultant. Notwithstanding any termination of the terms of this Agreement, the rights and licenses granted under Section 6 hereof shall continue in effect in accordance with their terms. SECTION 4 FEES, EXPENSES, AND PAYMENT 4.1 FEES. In consideration of the services to be performed by Consultant, Customer shall pay Consultant the fees set forth in Exhibit B attached hereto. 4.2 REIMBURSEMENT OF EXPENSES. In addition to the foregoing, Customer shall pay Consultant its actual out-of-pocket expenses as reasonably incurred by Consultant in furtherance of its performance hereunder. Consultant agrees to provide Customer with access to such receipts, ledges, and other records as may be reasonably appropriate for Customer or its accountants to verify the amount and nature of any such expenses. 4.3 ADDITIONAL WORK. The fees and charges for any follow-on or additional work not described in Exhibit A attached hereto shall be performed at Consultant's then-current rates for such work. 4.4 PAYMENT. Customer shall pay all fees and expenses owing to Consultant hereunder within 3 days after Consultant has submitted to Customer an itemized invoice therefor. SECTION 5 TREATMENT OF PERSONNEL 5.1 COMPENSATION OF CONSULTANT'S PERSONNEL. Consultant shall bear sole responsibility for payment of compensation to its personnel. Consultant shall pay and report, for all personnel assigned to Customer's work, federal and state income tax withholding, social security taxes, and unemployment insurance applicable to such personnel as employees of Consultant. Consultant shall bear sole responsibility for any health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to which such personnel may be entitled. Consultant agrees to defend, indemnify, and hold harmless Customer, Customer's officers, directors, employees, and agents, and the administrators of Customer's benefit plans from and against any claims, liabilities, or expenses relating to such compensation, tax, insurance, or benefit matters; provided that Customer shall promptly notify Consultant of each such claim when and as it comes to Customer's attention, Customer shall cooperate with Consultant in the defense and resolution of such claim, and Customer shall not settle or otherwise dispose of such claim without Consultant's prior written consent, such consent not to be unreasonably withheld. 5.2 WORKER'S COMPENSATION. Notwithstanding any other workers' compensation or insurance policies maintained by Customer, Consultant shall procure and maintain workers' compensation coverage sufficient to meet the statutory requirements of every state where Consultant's personnel assigned to Customer's work are located. 5.3 CONSULTANT'S AGREEMENTS WITH PERSONNEL. Consultant shall obtain and maintain in effect written agreements with each of its personnel who participate in any of Customer's work hereunder. Such agreements shall contain terms sufficient for Consultant to comply with all provisions of this Agreement. 5.4 STATE AND FEDERAL TAXES. As neither Consultant nor its personnel are Customer's employees, Customer shall not take any action or provide Consultant's personnel with any benefits or commitments inconsistent with any of such undertakings by Consultant. In particular: 1. Customer will not withhold FICA (Social Security) from Consultant's payments. 2. Customer will not make state or federal unemployment insurance contributions on behalf of Consultant or its personnel. 3. Customer will not withhold state and federal income tax from payment to Consultant. 4. Customer will not make disability insurance contributions on behalf of Consultant. 5. Customer will not obtain workers' compensation insurance on behalf of Consultant or its personnel. SECTION 6 OWNERSHIP RIGHTS 6.1 OWNERSHIP. As between Customer and Consultant, except as set forth below in this Section 6, all right, title, and interest, including copyright interests and any other intellectual property, in and to the Software produced or provided by Consultant under this Agreement shall be the property of Consultant. To the extent of any interest of Customer therein, Customer agrees to assign and, upon its creation, automatically assigns to Consultant the ownership of such Software, including copyright interests and any other intellectual property therein, without the necessity of any further consideration. 6.2 CUSTOMER LICENSE. Effective upon completion of the services set forth in Exhibit A attached hereto and payment by Customer of the fees and expenses invoiced by Consultant with respect thereto, Customer shall have a nonexclusive license to use the Software in machine-readable form throughout Customer's organization. Pursuant to such license, Customer may make additional copies of the Software for internal use and installation by Customer. Consultant shall also make available the source code version of the Software, as requested by Customer, for support and maintenance purposes, provided that the use and handling of such source code shall be subject to strict confidentiality procedures. Customer is cautioned against making unreviewed changes to the Software that could disrupt or impair its functioning. 6.3 CUSTOMER DATA. All right, title, and interest in and to any data relating to Customer's business are and shall remain the property of Customer, whether or not supplied to Consultant. 6.4 THIRD-PARTY INTERESTS. Customer's interest in and obligations with respect to any programming, materials, or data to be obtained from third-party vendors, regardless of whether obtained with the assistance of Consultant, shall be determined in accordance with the agreements and policies of such vendors. SECTION 7 RESPONSIBILITIES OF CUSTOMER FOR SOFTWARE 7.1 LIMITATIONS ON USE. Customer may not use, copy, or modify the Software, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by Consultant hereunder. Customer's rights may not be transferred except to (1) a successor in interest of Customer's entire business who assumes the obligations of this Agreement or (2) any other party who is reasonably acceptable to Consultant, enters into a substitute version of this Agreement, and pays an administrative fee intended to cover attendant costs. No service bureau work, multiple-user license, or time-sharing arrangement is permitted. If Customer uses, copies, or modifies the Software or transfers possession of any copy, adaptation, transcription, or merged portion of the Software to any other party in any way not expressly authorized hereunder, Customer's license is automatically terminated. 7.2 TAXES. Customer is solely responsible for payment of any taxes (including sales or use taxes, intangible taxes, and property taxes) resulting from Customer's acceptance of this license and possession and use of the Software, other than taxes based on income to the Consultant. Consultant reserves the right to have Customer pay any such taxes as they fall due to Consultant for remittance to the appropriate authority. Customer agrees to hold harmless Consultant from all claims and liability arising from Customer's failure to report or pay such taxes. 7.3 QUALIFIED OPERATOR. Customer is responsible for selecting an operator who is qualified to operate the Software on Customer's own equipment and is familiar with the information, calculations, and reports that serve as input and output of the Software. Customer accepts sole responsibility for the use of the Software in its business and operations. 7.4 ENVIRONMENT AND UTILITIES. Customer is responsible for ensuring a proper environment and proper utilities for the computer system on which the Software operates, including an uninterrupted power supply. 7.5 RIGHT TO INSPECT. Customer hereby authorizes Consultant to enter Customer's premises in order to inspect the Software in any reasonable manner during regular business hours for purposes of verifying Customer's compliance with the provisions of this Agreement. 7.6 OBSOLESCENCE. Except as otherwise agreed by Consultant with reference to further work orders, Consultant is not responsible for obsolescence of the Software that may result from changes in Customer's requirements. Consultant assumes no responsibility for the use of superseded, outdated, or uncorrected versions of the Software. SECTION 8 PROPRIETARY INFORMATION 8.1 TRADE SECRETS. Customer acknowledges that in order to perform the services called for in this Agreement, it shall be necessary for Consultant to disclose to Customer certain Trade Secrets that have been developed by Consultant at great expense and that have required considerable effort of skilled professionals. Customer further acknowledges that the Software will of necessity incorporate such Trade Secrets. Customer agrees that it shall not disclose, transfer, use, copy, or allow access to any such Trade Secrets to any employees or to any third parties, excepting those who have a need to know such Trade Secrets in order to give effect to Customer's rights hereunder and who have bound themselves to respect and protect the confidentiality of such Trade Secrets. In no event shall Customer disclose any such Trade Secrets to any competitors of Consultant. 8.2 SCOPE OF RESTRICTION. As used herein, the term "Trade Secrets" shall mean any scientific or technical data, information, design, process, procedure, formula, or improvement that is commercially valuable to Consultant and not generally known in the industry. SECTION 9 WARRANTIES 9.1 WARRANTIES OF CUSTOMER. Customer warrants that it owns all right, title, and interest in and to, or has full and sufficient right and authority to use in the manner contemplated by this Agreement, any programming, materials, or data furnished by Customer to Consultant in connection with Consultant's performance of the services called for by this Agreement. 9.2 WARRANTIES OF CONSULTANT. Consultant warrants that: 1. Consultant's performance of the services called for by this Agreement do not and shall not violate any applicable law, rule, or regulation; any contracts with third parties; or any third-party rights in any patent, trademark, copyright, trade secret, or similar right; and 2. Consultant has sufficient right, title, and interest in and to the Software, exclusive of rights respecting programs, data, and materials identified as furnished to Customer by third-party vendors, to grant and convey the rights accorded to Customer under Section 6 hereof. 9.3 CONFORMITY OF SOFTWARE. Consultant warrants that, commencing upon installation of the Software and for a period of _____ months thereafter, the Software shall operate in substantial conformity with the specifications published by Consultant with respect thereto. If, on the basis of evidence submitted to Consultant during such period, it is shown that the Software is nonconforming, then, as the sole and exclusive remedy of Customer, Consultant shall, at its option, either correct the nonconformity or return all payments made to Consultant within the prior twelve (12) months for such nonconforming Software. If it is ultimately determined that no such nonconformity exists, or that the nonconformity is owing to actions of Customer or third-party vendors, Customer shall compensate Consultant for its services at Consultant's established rates. EXCEPT AS SET FORTH IN THIS SECTION 9, CONSULTANT MAKES NO REPRESENTATION, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SECTION 10 LIMITATION OF LIABILITY 10.1 NO CONSEQUENTIAL DAMAGES, ETC. In no event shall Consultant be liable to Customer for any incidental, indirect, or consequential damages or lost profits of Customer. 10.2 LOSS OF DATA. In no event shall Consultant be liable for loss of data or records of Customer, it being understood that Customer shall be responsible for ensuring proper and adequate back-up and storage procedures. 10.3 FORCE MAJEURE. Consultant shall not be liable to Customer for any failure or delay caused by events beyond Consultant's control, including, without limitation, Customer's failure to furnish necessary information; sabotage; failure or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures. 10.4 INSURANCE. Customer must have data insurance to cover any loss of data. SECTION 11 HIRING OF CONSULTANT'S PERSONNEL 11.1 ADDITIONAL VALUE FROM HIRING. Customer acknowledges that Consultant provides a valuable service by identifying and assigning personnel for Customer's work. Customer further acknowledges that Customer would receive substantial additional value, and Consultant would be deprived of the benefits of its work force, if Customer were to directly hire Consultant's personnel after they have been introduced to Customer by Consultant. 11.2 NO HIRING WITHOUT PRIOR CONSENT. Without the prior written consent of Consultant, Customer shall not recruit or hire any personnel of Consultant who are or have been assigned to perform work until one (1) year after the termination of this Agreement. 11.3 HIRING FEE. In the event that Customer hires any personnel of Consultant who are or have been assigned to perform work for Customer, within one (1) year of the date of such hiring, Customer shall pay Consultant an amount equal to twenty-five percent (25%) of the total first year compensation Customer pays such personnel as a fee for the additional benefit obtained by Customer. SECTION 12 MISCELLANEOUS 12.1 GOVERNING LAW. This Agreement shall be governed and construed in all respects in accordance with the laws of the State of Florida as they apply to a contract entered into and performed in that State. 12.2 INDEPENDENT CONTRACTORS. The parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency, partnership, or joint venture between the parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Customer and either Consultant or any employee or agent of Consultant. 12.3 NOTICES. All notices required or permitted hereunder shall be given in writing addressed to the respective parties as set forth herein, unless another address shall have been designated, and shall be delivered by hand or by registered or certified mail, postage prepaid. 12.4 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and shall be enforceable in accordance with its terms when signed by the party sought to be bound. 12.5 PARTIES IN INTEREST. This Agreement is enforceable only by Consultant and Customer. The terms of this Agreement are not a contract or assurance regarding compensation, continued employment, or benefit of any kind to any personnel assigned to Customer's work, or any beneficiary of any such personnel, and no such personnel (or any beneficiary thereof) shall be a third-party beneficiary under or pursuant to the terms of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, on the date and year first above written. NORTH AMERICAN RESORTS By: /s/ Thomas Arrigoni ---------------------------- Thomas Arrigoni Title: President Date: August 5,1996 Address for correspondence: 315 E. Robinson Street #190 Orlando Florida 32801 DIGITALMIND By: /s/ Francis Palmeira ---------------------------- Francis Palmeira Title: Chairman Date: August 5, 1996 Address for correspondence: 1350 E. Flamingo Rd #75 Las Vegas Nevada 89119 Exhibit A On site tech support 30 hours a month. On line service 720 a month. Consulting On site 30 hours a month. License to use WIRS (Worldwide Internet Reservation System). Services include access Internet lines, processing and hosting reservation system. Exhibit B 500,000 trade stocks of North American Resorts ($40,000.00) plus monthly cost of $2,000.00. Additional hours at $125.00 a hour. EX-5.1 7 OPINION LETTER EXHIBIT 5.1 August 12, 1996 North American Resorts, Inc. 315 East Robinson Street Orlando, Florida 32801 Gentlemen: I have acted as counsel for the company in connection with the preparation of the Registration Statement, and based on this, I am of the opinion that: 1. The company is a corporation, duly organized, validly existing, and in good standing under the laws of the State of Colorado, with corporate authority to conduct the business in which it is now engaged, and as described in the Registration Statement. 2. There is not pending, or to the knowledge of counsel, threatened, any action, suit, or proceeding before or by any court or governmental agency or body to which the company is a party, or to which any property of the company is subject, and which, in the opinion of counsel, could result in a material adverse change in the business, business prospects, financial position or results or operations, present or prospective, of the company or of its properties or assets. 3. There is no liquidation preference for any shareholder, common or preferred, all have the same standing in regard to liquidation. Cordially, /s/ Charles Clayton ----------------------------------- Charles Clayton -----END PRIVACY-ENHANCED MESSAGE-----