-----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, GJREvniXBQ4yNaNes0Ps0p0A2IP6NeWWn4xbsG20dwh1Wk8FGsMUNqEiQeYYiZHd ySJQvh+DjSYO1x+QMiRsHw== 0000316128-98-000014.txt : 19980918 0000316128-98-000014.hdr.sgml : 19980918 ACCESSION NUMBER: 0000316128-98-000014 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980917 EFFECTIVENESS DATE: 19980917 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEXWEIGHT CORP CENTRAL INDEX KEY: 0000316128 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 480680109 STATE OF INCORPORATION: KS FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-63521 FILM NUMBER: 98710853 BUSINESS ADDRESS: STREET 1: 1946 PLATEAU WAY STREET 2: SUITE 151 CITY: WENDOVER STATE: NV ZIP: 89883 BUSINESS PHONE: 7026643484 MAIL ADDRESS: STREET 1: 1946 PLATEAU WAY STREET 2: SUITE 151 CITY: WENDOVER STATE: UT ZIP: 89883 S-8 POS 1 S-8 POST EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on September 17, 1998 File Number: 333-63521 Commission File Number: 0-9476 ------------ --------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------- POST EFFECTIVE AMENDMENT NUMBER ONE TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------------- Flexweight Corporation ---------------------- (Exact Name of Registrant as Specified in its Charter) 915 N. Wells, Suite 4, Wendover, Nevada 89883 48-0680109 ----------------------- ---------- (Address of Principal Executive Offices) (IRS Employer Identification Number) 1998 Stock Option Plan of Flexweight Corporation ------------------------------------------------ (Full Title of the Plan) Walter Sanders 915 N. Wells, Suite 4, Wendover, Nevada 89883 ------------------------------------------------------------ (Name and Address of Agent for Service of Process) 702-664-3081 ------------ (Telephone Number, Including Area Code, of Agent for Service) EXPLANATORY NOTE This Post-Effective Amendment to Registration Statement is being filed by Flexweight Corporation, a Kansas Corporation (the "Company"). On September 16, 1998, the Company filed a Registration Statement on Form S-8 to register an additional 1,018,333 shares (the "Registration Statement") of the Company's common stock, par value $.10 ("Common Stock"), to be issued pursuant to the exercise of options granted under the Company's Amended 1998 Stock Option Plan (the "Option Plan"). Pursuant to the Company's Option Plan the Company is obligated issued 40,000 shares of its common stock to Nuven Advisors, Inc. pursuant to an Advisory Agreement and 633,333 shares to Park Street Investments, Inc. pursuant to a Consulting Agreement under the Registration Statement. The Company is filing this Post-Effective Amendment for the purpose of disclosing these contracts. 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 on Form S-8, and has duly caused this Post-Effective Amendment Number One to the Registration Statement Number 333-63521 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wendover, State of Nevada on the 17th day of September 1998. Flexweight Corporation By:/s/ Walter G. Sanders --------------------- Walter G. Sanders, President POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Walter G. Sanders, with power of substitution, as his attorney-in-fact for him, in all capacities, to sign any amendments to this registration statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment Number One to the Registration Statement Number 333-63521 on Form S-8 has been signed on the 17th day of September 1998 by the following persons in the capacities indicated. Signature Title Date - --------- ----- ---- /s/ Walter G. Sanders President, Acting Chief Financial September 17, 1998 - --------------------- Officer and Director Walter G. Sanders /s/ Charles Longson Vice President and Director September 17, 1998 - ------------------- Charles Longson INDEX TO EXHIBITS ----------------- Exhibits SEC Ref. No. Description of Exhibit Sequentially Numbered Pages - -------- ------------ ---------------------------------------- -------------- A 10 Financial Consulting Agreement between the 4 Company and Park Street Investments, Inc. dated June 1, 1998 B 10 Advisory Agreement between the Company and 10 NuVen Advisors, Inc. dated July 18, 1998 EX-10 2 FINANCIAL CONSULTING AGREEMENT EXHIBIT "A" Financial Consulting Agreement FINANCIAL CONSULTING AGREEMENT This Consulting Agreement ("Agreement") is made effective this 1st day of June 1998 by and between, Park Street Investments, Inc. ("Consultant"), a Utah corporation and Flexweight Corporation ("Client"), a Kansas corporation with respect to the following: RECITALS WHEREAS, Consultant is in the business of providing general business consulting services to privately held and publicly held corporations; and WHEREAS, Client desires to retain Consultant to provide advice relative to corporate and business consulting services. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which is expressly acknowledged, Client and Consultant agree as follows: 1. Engagement of Consultant. Consultant agrees to use its best efforts to assist Client in: a. Researching the general gaming market; b. Researching and prospecting for potential business opportunities in the gaming, construction and water industries c. Discussing potential strategies for generating new business for the Company d. Assisting in the structure of potential business opportunities for the Company e. Assisting with input on general corporate filings as needed f. Fielding shareholder calls from existing shareholders g. Assisting in document preparation as needed to accomplish the above All of the foregoing services collectively are referred to herein as the "Consulting Services." 2. Term of Agreement, Extensions and Renewals This Agreement shall have a term of three months (the "Initial Consulting Period") from the date first appearing herein. This Agreement may be extended on a month to month basis (the "Extension Period") by mutual agreement of the parties executed in writing specifying the compensation for the Extension Period. In the event of early termination, Client shall be obligated for any amounts due under this agreement. Such notice of either extension or termination shall be in writing and shall be delivered via U.S. certified mail, when applicable, effective ten (10) days after delivery to the other party. 1 3. Compensation Client shall compensate Consultant for consulting services ("Consulting Services") rendered pursuant to this Agreement as follows: a. Client shall pay Consultant a monthly fee of 20,000 shares per month of its common stock for the Term of this Agreement. Such payment shall be made on presentation by Consultant to Client of the specific services performed by Consultant for the Term of this Agreement. b. In addition to payment of compensation pursuant to (2)(a) herein, Client shall issue to consultant Five Hundred Seventy Three Thousand Three Hundred Thirty Three (573,333) shares of its common stock at such time that Client enters into a letter of intent for a business combination with another entity and such business combination has a transactional value in excess of $20,000,000. c. All shares issued to Consultant pursuant to this Agreement shall be registered under section S-8 of the Securities and Exchange Act. If Consultant's shares are deemed restricted under the Act, such shares shall have "piggy back" registration rights with any registration statement, such statement filed at such time as Client, in its sole discretion, deems advisable. 4. Due Diligence Client shall supply and deliver to Consultant all information as may be reasonably requested by Consultant to enable Consultant to make an investigation of the Client and its business prospects, and they shall make available to Consultant names, addresses, and telephone numbers as Consultant may need to verify or substantiate any such information provided. 5. Best Efforts Basis Consultant agrees that it will at all times faithfully, to the best of its experience, ability and talents, perform all the duties that may be required of and from Consultant pursuant to the terms of this Agreement. Consultant does not guarantee that its efforts will have any impact on the Clients' business or that any subsequent financial improvement will result from Consultants' efforts. Client understands and acknowledges that the success or failure of Consultants' efforts will be predicated on the Clients' assets and operating results. 6. Independent Legal and Financial Advice Consultant is not a law firm; neither is it an accounting firm. Consultant does, however, employ professionals in those capacities to better enable Consultant to provide consulting services. Client represent that they have not nor will they construe any of the Consultants' representations to be statements of law. Each entity has and will continue to seek the independent advice of legal and financial counsel regarding all material aspects of the transactions contemplated by this Agreement, including the review of all documents provided by Consultant to Client and all opportunities Consultant introduces to Client. 7. Miscellaneous 2 a. The execution and performance of this Agreement has been duly authorized by all requisite individual or corporate actions and approvals and is free of conflict or violation of any other individual or corporate actions and approvals entered into jointly and severally by the parties hereto. This Agreement represents the entire Agreement between the parties hereto, and supersedes any prior agreements with regards to the subject matter hereof. This Agreement may be executed in any number of facsimile counterparts with the aggregate of the counterparts together constituting one and the same instrument. This Agreement constitutes a valid and binding obligation of the parties hereto and their successors, heirs and assigns and may only be assigned or amended by written consent from the other party. b. No term of this Agreement shall be considered waived and no breach excused by either party unless made in writing. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be constructed as if it never contained any such invalid, illegal or unenforceable provisions. From time to time, each party will execute additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. c. The validity, interpretation, and performance of this Agreement shall be governed by the laws of the State of Utah and any dispute arising out of this Agreement shall be brought in a court of competent jurisdiction in Salt Lake County, Utah. If any action is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs, and other costs incurred in proceeding with the action from the other party. IN WITNESS WHEREOF, the parties have executed this Agreement on the date herein above written. Flexweight Corporation /s/ Walter G. Sanders - ---------------------------------------- Walter Sanders, President Park Street Investments, Inc. /s/ Ken Kurtz - ---------------------------------------- Ken Kurtz, President 3 Park Street Investments, Inc. 2133 E. 9400 S. Suite 151 Sandy, Utah 84093 Phone: (801) 944-0701 Fax: (801) 944-0715 September 8, 1998 Flexweight Corporation Walter Sanders 915 N. Wells Avenue Wendover, Nevada 89883 Dear Mr. Sanders: Pursuant to our consulting agreement effective June 1, 1998, I present for your review the list of following services that I have performed for Flexweight Corporation during the term of this agreement: 1. Researched other publicly traded gaming companies and structures reported findings to Hudson Consulting Group in various phone conversations. 2. Fielded numerous phone calls from various Flexweight shareholders. Mailed information or forwarded calls to Walt Sanders. 3. Reviewed feasibility study prepared by Mr. Sutro. Discussed ideas and strategy with Walt Sanders and Hudson Consulting Group. 4. Assisted in review of Flexweight's corporate books and filings. Made copies and transfered certain records to Flexweight headquarters and to Hudson. 5. Arranged meeting in Las Vegas with various parties involved in the gaming industry discussed distressed properties that may be available for sale, previewed properties on Vegas Strip. 6. Arranged meeting in Wendover, Utah with various parties to discuss potential gentleman's club on Oasis property. 7. Arranged meeting in Wendover, Utah with various parties involved in the gaming industry reviewed potential sites on Wendover Strip for acquisition. Reviewed Oasis property and discussed remodeling ideas. 4 8. Reviewed Equivest package and discussed strategy and ideas with Walt Sanders and Hudson Consulting Group. 9. Reviewed public securities filings made by Flexweight and discussed ideas with Hudson Consulting Group. 10. Discussed potential water property acquisition deal with parties in New Jersey. 11. Discussed strategy with Walt Sanders on several occasions regarding construction projects. 12. Phone conference with Fred Luke regarding possible acquisition of NuOasis subsidiaries and structure for deal. Reviewed letter of intent. 13. Assisted Hudson Consulting Group in negotiating and structuring acquisition of gaming subsidiaries with NuOasis. If these services are satisfactory, please immediately issue the shares as outlined in our agreement. Otherwise, please call with any comments. Sincerely, Ken Kurtz Park Street Investments, Inc. 5 EX-10 3 ADVISORY AGREEMENT EXHIBIT "B" ADVISORY AGREEMENT THIS ADVISORY AGREEMENT ( the "Agreement") is made this 18th day of July 1998, by and between NuVen Advisors, Inc., a Nevada corporation ("Advisor") and Flexweight Corporation, a Kansas corporation (the "Company"). WHEREAS, Advisor and Advisors's Personnel (as defined below) have experience in evaluating and effecting mergers and acquisitions, supervising corporate management, and in performing general administrative duties for publicly-held companies and development stage investment ventures; and WHEREAS, the Company desires to retain Advisor to advise and assist the Company in its development on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Advisor agree as follows: 1. Engagement The Company hereby retains Advisor, retroactive to April 1, 1998, the date Advisor first began providing the services ( the "Effective Date") and continuing until termination, as provided herein, to assist the Company in it's effecting the purchase of businesses and assets relative to its business and growth strategy (the "Services"). The Services are to be provided on a "best efforts" basis directly and through Advisor's officers or others employed or retained and under the direction of Advisor ("Advisor's Personnel"); provided, however, that the Services shall expressly exclude all legal advice, accounting services or other services which require licenses or certification which Advisor may not have. 2. Term This Agreement shall have an initial term of one (1) year (the "Primary Term"), commencing with the Effective Date. At the conclusion of the Primary Term this Agreement will automatically be extended on an annual basis ( the "Extension Period") unless Advisor of the Company shall serve written notice on the other party terminating the Agreement. Any notice to terminate given hereunder shall be in writing and shall be delivered at least thirty (30) days prior to the ind of the Primary Term or any subsequent Extension Period. 3. Time and Effort of Advisor Advisor shall allocate time and Advisors Personnel as it deems necessary to provide the Services. The particular amount of time may vary from day to day or week to week. Except as otherwise agreed, Advisor's monthly statement identifying, in general, tasks performed for the Company shall be conclusive evidence that the Services have been performed. Additionally, in the absence of willful misfeasance, bad faith, negligence or reckless disregard for the obligations or duties hereunder by Advisor, neither Advisor nor Advisor's Personnel shall be liable to the Company or any of its any shareholders for any act or omission in the course of or connected with rendering the Services, including but not limited to losses that may be sustained in any corporate act in any subsequent Business Opportunity (as defined herein) undertaken by the Company as a result of advice provided by Advisor or Advisors's Personnel. 4. Compensation The Company agrees to pay Advisor a fee for the Services ("Initial Fee") by way of the issuance by the company of Forty Thousand (40,000) shares of the Company's common stock following the Company's closing on the purchase of the initial Business Opportunity ( as defined below), and a monthly fee ("Advisory Fee") equal to Three Thousand Dollars ($3,000), payable monthly in cash or shares of the Company's stock, at the Company's election. As incentive to execute this Agreement, the Company hereby grants to Advisor an option to purchase Three Hundred Fifty Thousand (350,000) shares of the Company's common stock ("Option Shares") exercisable at a price of $6.00 per share, which is approximately 110% of the 10-day moving average closing bid price for such shares at July 15, 1998. Advisory's tight to purchase such Option Shares shall be governed by the terms and conditions of the Option Agreement attached hereto as Exhibit "A" and incorporated herein by reference ( the "Option"). The right of Advisor to exercise such Option will vest to Advisor upon execution hereof 5. Other Services If, following the Closing by the Company of the first Business Opportunity, the Company enters into a merger or exchange securities with, or purchases the assets or enters into a joint venture with , or makes an investment in a company introduced by Advisor ( a "Business Opportunity"), the Company agree's to pay Advisor a fee equal to five percent ( 5%) of the value of each Business Opportunity introduced by Advisor and acquired of otherwise participated in by the Company (collectively referred to herein, in each instance, as the "Transaction Fee"), which shall be payable immediately following the closing of each such transaction, in cash or in shares of the Company's common stock. The Company and Advisor acknowledges that in the event Advisor, as a result of this agreement, receives shares of the Company's common stock it may be considered an affiliate subject to Section 16(b) of the Securities Exchange Act of 1934 (the "34 Act"). In this regard the Company and Advisor agree , that for the purposes of any "profit" computation under Section 16(b) of the '34 Act, the price paid for such shares is equal to the Initial Fee, the Advisory Fee or the Transaction Fee, as the case may be. 6. Registration of Shares No later than ten (10) days following the date hereof as to share issued to satisfy the Advisory Fee ( if paid in shares), the Option Shares, and as to an event giving use to the Company's obligation to pay a Transaction Fee, such shares shall be registered by the Company with the Securities and Exchange Commission under a Form S-8 or other applicable registration statement to be remain effective until the earlier of the first anniversary of the issuance of the most recently issued shares, or the sale of all such shares by Advisor, whichever is the earlier date. At Advisor's election, such shares may be issued prior to registration in reliance on exemptions from registration provided by Section 4(2) of the Securities Act of 1933 (the "'33 Act"), Regulation D of the "33 Act, and applicable state securities laws. Such issuance or reservation of shares shall be in reliance on representations and warranties of Advisor set forth herein. Failing to register such share, or maintain the effectiveness of the applicable registration statement, the Company shall satisfy any Initial Fee, Transaction Fee of Advisory Fee in cash within ten (10) days of receipt of Advisor's statement setting out the amount and type of fee then due and payable. 7. Costs and Expenses All third party and out-of-pocket expenses incurred by Advisor in the performance of the Services shall be paid by the Company, or Advisor shall be reimbursed if paid by Advisor on behalf of the Company, within ten (10) days of receipt of written notice by Consultant, provided that the Company must approve in advance all such expenses in excess of $500 per month. 8. Place of Services The Services provided by Advisor or Advisor's Personnel hereunder will be performed at Advisor's offices except as otherwise mutually agreed by Advisor and the Company. 9. Independent Contractor Advisor and Advisor's Personnel will act as an independent contractor in the performance of its duties under this Agreement. Accordingly, Advisor will be responsible for payment of all federal, state, and local taxes on compensation paid under this Agreement, including income and social security taxes, unemployment insurance, and any other taxes due relative to Advisor's Personnel, and any and all business license fees as may be required. This Agreement neither expressly nor impliedly creates a relationship of principal and agent, or employee and employer, between Advisor's Personnel and the Company. Neither Advisor nor Advisor's Personnel are authorized to enter into any agreements on behalf of the Company. The Company expressly retains the right to approve, in its sole discretion, each Asset Opportunity or Business Opportunity introduced by Advisor, and to make all final decisions with respect to effecting a transaction on any Business Opportunity. 10. Rejected Asset Opportunity or Business Opportunity If, during the Primary Term of this Agreement or any Extension Period, the Company elects not to proceed to acquire, participate or invest in any Business Opportunity identified and/or selected by Advisor, notwithstanding the time and expense the Company may have incurred reviewing such transaction, such Business Opportunity shall revert back to and become proprietary to Advisor, and Advisor shall be entitled to acquire or broker the sale or investment in such rejected Business Opportunity for its own account, or submit such assets or Business Opportunity elsewhere. In such event, Advisor shall be entitled to any and all profits or fees resulting from Advisor's purchase, referral or placement of any such rejected Business Opportunity, or the Company's subsequent purchase or financing with such Business Opportunity in circumvention of Advisor 11. No Agency Express or Implied This Agreement neither expressly nor impliedly creates a relationship of principal and agent between the Company and Advisor, or employee and employer as between Advisor's Personnel and the Company. 12. Termination The Company and Advisor may terminate this Agreement prior to the expiration of the Primary Term upon thirty (30) days written notice with mutual written consent. Failing to have mutual consent, without prejudice to any other remedy to which the terminating party may be entitled, if any, either party may terminate this Agreement with thirty (30) days written notice under the following conditions: (A) By the Company. (i) If during the Primary Term of this Agreement or any Extension Period, Advisor is unable to provide the Services as set forth herein for thirty (30) consecutive business days because of illness, accident, or other incapacity of Advisor's Personnel; or, (ii) If Advisor willfully breaches or neglects the duties required to be performed hereunder; or, (B) By Advisor. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or, (ii) If the Company ceases business or, other than in the Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the Company has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the Advisory Fee; or, (iv) If the Company institutes, makes a general assignment for the benefit of creditors, has instituted against it any bankruptcy proceeding for reorganization for rearrangement of its financial affairs, files a petition in a court of bankruptcy, or is adjudicated a bankrupt; or, (v) If any of the disclosures made herein or subsequent hereto by the Company to Consultant are determined to be materially false or misleading. In the event Advisor elects to terminate without cause or this Agreement is terminated prior to the expiration of the Primary Term or any Extension Period by mutual written agreement, or by the Company for the reasons set forth in A(i) and (ii) above, the Company shall only be responsible to pay Advisor for unreimbursed expenses, Advisory Fee and Transaction Fee accrued up to and including the effective date of termination. If this Agreement is terminated by the Company for any other reason, or by Advisor for reasons set forth in B(i) through (v) above, Advisor shall be entitled to any outstanding unpaid portion of reimbursable expenses, Transaction Fee, if any, and the balance of the Advisory Fee for the remainder of the unexpired portion of the applicable term (Primary Term or Extension Period) of the Agreement. 13. Indemnification Subject to the provisions herein, the Company and Advisor agree to indemnify, defend and hold each other harmless from and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and attorneys' fees and expenses asserted against or imposed or incurred by either party by reason of or resulting from any action or a breach of any representation, warranty, covenant, condition, or agreement of the other party to this Agreement. 14. Remedies Advisor and the Company acknowledge that in the event of a breach of this Agreement by either party, money damages would be inadequate and the non-breaching party would have no adequate remedy at law. Accordingly, in the event of any controversy concerning the rights or obligations under this Agreement, such rights or obligations shall be enforceable in a court of equity by a decree of specific performance. Such remedy, however, shall be cumulative and non-exclusive and shall be in addition to any other remedy to which the parties may be entitled. 15. Miscellaneous (A) Subsequent Events. Advisor and the Company each agree to notify the other party if, subsequent to the date of this Agreement, either party incurs obligations which could compromise its efforts and obligations under this Agreement. (B) Amendment. This Agreement may be amended or modified at any time and in any manner only by an instrument in writing executed by the parties hereto. (C) Further Actions and Assurances. At any time and from time to time, each party agrees, at its or their expense, to take actions and to execute and deliver documents a may be reasonably necessary to effectuate the purposes of this Agreement. (D) Waiver. Any failure of any party to this Agreement to comply with any of its obligations, agreements, or conditions hereunder may be waived in writing by the party to whom such compliance is owed. The failure of any party to this Agreement to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision or a waiver of the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. (E) Assignment. Neither this Agreement nor any right created by it shall be assignable by either party without the prior written consent of the other. (F) Notices. Any notice or other communication required or permitted by this Agreement must be in writing and shall be deemed to be properly given when delivered in person to an officer of the other party, when deposited in the United States mails for transmittal by certified or registered mail, postage prepaid, or when deposited with a public telegraph company for transmittal, or when sent by facsimile transmission charges prepared, provided that the communication is addressed: (i) In the case of the Company: Flexweight Corporation 915 North Wells Wendover, NV 89803 Telephone: (702) 664-3919 Facsimile: (702) 664-2331 With copy to: Hudson Consulting Group. 268 West 400 South Salt Lake City, Utah 84101 Telephone: (801) 575-8073 Telefax: (801) 575-8092 (ii) In the case of Advisor: NuVen Advisors, Inc. 6337 So. Highland Drive, Suite 319 Salt Lake City, Utah 84121 Telephone: (801) 277-8755 Telefax: (801) 277-8755 With copy to: Richard O. Weed Archer & Weed 4695 MacArthur Court, Suite #530 Newport Beach, CA 92660 Telephone: (714) 833-5363 Telefax: (714) 833-5384 or to such other person or address designated in writing by the Company or Advisor to receive notice. (G) Headings. The section and subsection headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. (H) Governing Law. This Agreement was negotiated and is being contracted for in Nevada, and shall be governed by the laws of the State of Nevada, and United States of America, notwithstanding any conflict-of-law provision to the contrary. (I) Binding Effect. This Agreement shall be binding upon the parties hereto and inure to the benefit of the parties, their respective heirs, administrators, executors, successors, and assigns. (J) Entire Agreement. This Agreement contains the entire agreement between the parties hereto and supersedes any and all prior agreements, arrangements, or understandings between the parties relating to the subject matter of this Agreement. No oral understan dings, statements, promises, or inducements contrary to the terms of this Agreement exist. No representations, warranties, covenants, or conditions, express or implied, other than as set forth herein, have been made by any party. (K) Severability. If any part of this Agreement is deemed to be unenforceable the balance of the Agreement shall remain in full force and effect. (L) Counterparts. A facsimile, telecopy, or other reproduction of this Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, by one or more parties hereto and such executed copy may be delivered by facsimile of similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. In this event, such execution and delivery shall be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties agree to execute an original of this Agreement as well as any facsimile, telecopy or other reproduction hereof. (M) Time is of the Essence. Time is of the essence of this Agreement and of each and every provision hereof. IN WITNESS WHEREOF, the parties have executed this Agreement on the date above written. "Advisor" NuVen Advisors, Inc. a Nevada corporation By:/s/ Richard Surber ------------------ Name: Richard Surber Title: President The "Company" Flexweight Corporation a Kansas corporation By:/s/ Walter G. Sanders --------------------- Name: Walter Sanders Title: President -----END PRIVACY-ENHANCED MESSAGE-----