-----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, FIVKTrR3/MkyUHRvQfvPcymCVtGZt7dhl1GPe5VTUlZf8nhKX5BCM4d8AIprQMBH E/jrFqPc+GvNJnQMHQpG/w== 0000890566-96-001215.txt : 19960823 0000890566-96-001215.hdr.sgml : 19960823 ACCESSION NUMBER: 0000890566-96-001215 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960822 EFFECTIVENESS DATE: 19960910 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTMARK GROUP HOLDINGS INC CENTRAL INDEX KEY: 0000820771 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 841055077 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10645 FILM NUMBER: 96619285 BUSINESS ADDRESS: STREET 1: 355 N E FIFTH AVE STREET 2: STE 4 CITY: DELRAY BEACH STATE: FL ZIP: 33483 BUSINESS PHONE: 4072438010 MAIL ADDRESS: STREET 1: 355 N E FIFTH AVE STREET 2: STE 4 CITY: DELRAY BEACH STATE: FL ZIP: 33483 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK FINANCIAL SERVICES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: NETWORK REAL ESTATE OF CALIFORNIA INC DATE OF NAME CHANGE: 19920623 FORMER COMPANY: FORMER CONFORMED NAME: EAGLE VENTURE ACQUISITIONS INC DATE OF NAME CHANGE: 19900620 S-8 1 As filed with the Securities and Exchange Commission on August 22, 1996 Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WESTMARK GROUP HOLDINGS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 13-3784149 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 355 N.E. Fifth Avenue Norman J. Birmingham Delray Beach, Florida 33483 355 N.E. Fifth Avenue (407) 243-8010 Delray Beach, Florida 33483 (713) 652-2792 (Address, including zip code, and (Name, address, including zip code, telephone number, including and telephone number, including area code of registrant's area code, of agent for service) principal executive offices) CONSULTING AGREEMENT OF PBF LAND COMPANY (Full Title of the Plan) COPY TO: Thomas C. Pritchard Brewer & Pritchard, P.C. 1111 Bagby, 24th Floor Houston, Texas 77002 Phone (713) 659-1744 Fax (713) 659-2430 CALCULATION OF REGISTRATION FEE
Proposed Maximum TITLE OF Proposed Maximum Aggregate Amount of SECURITIES TO BE Amount Being Offering Price Offering Registration REGISTERED Registered(1) Per Share(2) Price(2) Fee Common Stock, par value $.001 per share............... 252,000 $1.28 $322,560 $111.23
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, the number of shares of the issuer's Common Stock registered hereunder will be adjusted in the event of stock splits, stock dividends or similar transactions. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457, on the basis of the last sales price of the Common Stock as reported by the Nasdaq SmallCap Market on August 21, 1996. i PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed by Westmark Group Holdings, Inc. ("Company" or "Registrant") with the Securities and Exchange Commission are incorporated herein by reference: 1. The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or, either (i) the Company's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended ("Securities Act") that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed, or (ii) the Company's effective Registration Statement on Form 10 or Form 10-SB filed under the Exchange Act containing audited financial statements for the Company's latest fiscal year. 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (1) above. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part thereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Under the Company's Certificate of Incorporation, the authorized capital stock of the Company consists of 60 million shares, of which 50 million shares are Common Stock and 10 million shares are preferred stock. As of August 22, 1996, the Company had outstanding 2,971,882 shares of Common Stock and 118,750 shares of Series A Preferred Stock, 300,000 shares of Series B Preferred Stock, and 200,000 shares of Series C Preferred Stock held of record by 14 persons. The Company has reserved 495,433 shares to be issued hereby, 331,905 shares for issuance upon exercise of outstanding options, 666,666 shares for issuance upon exercise of warrants, and 708,690 shares for issuance upon conversion of the Series A and Series B Preferred Stock. The following summary description of the securities of the Company is qualified in its entirety by reference to the Certificate of Incorporation, a copy of which is filed as an exhibit to the Registration Statement of which this Prospectus is a part. COMMON STOCK The holders of Common Stock are entitled to one vote per share with respect to all matters required by law to be submitted to stockholders of the Company. The holders of Common Stock have the sole right to vote, except as otherwise provided by law or by the Company's Certificate, including provisions governing any preferred stock. The Common Stock does not have any cumulative voting, preemptive, subscription or conversion rights. Election of directors and other general shareholder action requires the affirmative vote of a majority of shares represented at a meeting in which a quorum is represented. The outstanding shares of Common Stock are, and the shares of Common Stock offered hereby will be, upon payment therefor as contemplated herein, validly issued, fully paid and non-assessable. Subject to the rights of any outstanding shares of preferred stock, the holders of Common Stock are entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of the affairs of the Company, the holders of Common Stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding. II-1 PREFERRED STOCK The Board of Directors is authorized, without action by the holders of the Common Stock, to provide for the issuance of the preferred stock in one or more series, to establish the number of shares to be included in each series and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. This includes, among other things, voting rights, conversion privileges, dividend rates, redemption rights, sinking fund provisions and liquidation rights which shall be superior to the Common Stock. The issuance of one or more series of the preferred stock could adversely affect the voting power of the holders of the Common Stock and could have the effect of discouraging or making more difficult any attempt by a person or group to attain control of the Company. The Company has no present plans to issue any additional shares of preferred stock. SERIES A PREFERRED STOCK. In April 1996, the Board of Directors established a series of shares setting forth the preferences, rights and limitations and authorizing the issuance of up to 200,000 shares of series A cumulative preferred stock ("Series A Preferred Stock"). In April 1996, an aggregate of 100,000 shares of Series A Preferred Stock were issued with an aggregate stated value of $400,000 to Mr. Hollenbeck and an aggregate of 18,750 shares of Series A Preferred Stock were issued to an unaffiliated third party. The Series A Preferred Stock has a liquidation preference of $4 per share, plus any accrued unpaid dividends, is redeemable by the Company at a redemption price of $4 per share, plus accrued unpaid dividends to the date of redemption, after October 1, 1996 the holder can force redemption by the Company upon the same redemption terms that the Company possesses, and does not have any voting rights. The shares of Series A Preferred Stock are convertible into shares of Common Stock at the lessor or (i) $1.50 or (ii) 84% of the closing bid price on the day prior to conversion (subject to adjustment). SERIES B PREFERRED STOCK. In April 1996, the Board of Directors established a series of shares setting forth the preferences, rights and limitations and authorizing the issuance of up to 300,000 shares of series B cumulative preferred stock ("Series B Preferred Stock"). In April 1996, an aggregate of 300,000 shares of Series B Preferred Stock were issued with an aggregate stated value of $600,000. The Series B Preferred Stock has a liquidation preference of $2 per share, plus any accrued unpaid dividends, is redeemable by the Company at a redemption price of $2 per share, plus accrued unpaid dividends to the date of redemption, and does not have any voting rights. The shares of Series B Preferred Stock are convertible by the holders in shares of Common Stock at the lesser of (i) $2.00 or (ii) 84% of the closing bid price on the day prior to conversion (subject to adjustment). The shares of Series B Preferred Stock automatically convert, at the above referenced conversion rate, into shares of Common Stock in April 1998. SERIES C PREFERRED STOCK. In March 1996, the Board of Directors established a series of shares setting forth the preferences, rights and limitations and authorizing the issuance of up to 500,000 shares of series C cumulative preferred stock ("Series C Preferred Stock"). Effective March 1996, an aggregate of 200,000 shares of Series C Preferred Stock were issued with an aggregate stated value of $700,000. The Series C Preferred Stock has a liquidation preference of $3.50 per share, plus any accrued unpaid dividends, is redeemable by the Company at a redemption price of $3.50 per share, plus accrued unpaid dividends to the date of redemption, and does not have any voting rights. After December 15, 1997, the shares of Series C Preferred Stock are convertible by the holders in shares of Common Stock at the rate of 84% of the closing bid price on the day prior to conversion (subject to adjustment). WARRANTS There are warrants outstanding authorizing the holders to purchase an aggregate of 666,666 shares of Common Stock, currently exercisable and expiring between one and eight years from the date of this Prospectus at exercise prices between $1.00 and $9.00. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS A. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a II-2 director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted 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. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which 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 reasonable cause to believe that his conduct was unlawful. B. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. C. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (A) and (B), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. D. Any indemnification under subsections (A) and (B) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (A) and (B). Such determination shall be made (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (iii) by the stockholders. E. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized by the Certificate of Incorporation. Such expenses (including attorneys' fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. F. The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. G. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the Certificate of Incorporation. II-3 H. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. ITEM 8. EXHIBITS The following exhibits are filed as part of this Registration Statement: 4.1(1) Form of specimen Common Stock 5.1(2) Opinion Regarding Legality 10.1(2) Consulting Agreement of PBF Land Company 24.1(2) Consent of Comiskey & Company, P.C. 24.2(2) Consent of Brewer & Pritchard, P.C. (Contained in Exhibit 5.1) (1) The information required by this exhibit is incorporated by reference to the exhibits filed in connection with the Company's Registration Statement on Form SB-2 (Commission File No. 333-05599) (2) Filed herewith. ITEM 9. UNDERTAKINGS (a) 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: 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 thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and iii. To include any additional or changed material information with respect to the plan of distribution. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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. (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. (b) The undersigned Registrant hereby undertakes that, for purposes of determining liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) 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. II-4 (c) 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 foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the 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 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 whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 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 SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Delray, State of Florida, on the 22th day of August, 1996. Westmark Group Holdings, Inc. By /s/ NORMAN J. BIRMINGHAM Norman J. Birmingham, President, Chief Executive Officer and Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: SIGNATURE TITLE DATE /s/ NORMAN J. BIRMINGHAM President, Chief Executive Officer August 22, 1996 Norman J. Birmingham and Director /s/ MARK SCHAFTLEIN Director and Chief Financial August 22, 1996 Mark Schaftlein Officer (Principal Financial and Accounting officer) II-6 EX-5.1 2 EXHIBIT 5.1 August 22, 1996 Westmark Group Holdings, Inc. 355 N.E. Fifth Avenue Delray Beach, Florida 33483 Re: Westmark Group Holdings, Inc. Registration Statement on Form S-8 Gentlemen: We have represented Westmark Group Holdings, Inc., a Delaware corporation ("Company"), in connection with the preparation of a registration statement filed with the Securities and Exchange Commission on Form S-8 ("Registration Statement") relating to the proposed issuance of up to 252,000 shares ("Shares") of the Company's common stock, par value $.001 per share ("Common Stock") pursuant to the terms of a Consulting Agreement with PBF Land Company dated July, 1996 ("Plan"). In this connection, we have examined originals or copies identified to our satisfaction of such documents, corporate and other records, certificates, and other papers as we deemed necessary to examine for purposes of this opinion, including but not limited to the Plan, the Certificate of Incorporation of the Company, the Bylaws of the Company, and resolutions of the Board of Directors of the Company. We are of the opinion that the Shares will be, when issued pursuant to the Plan, legally issued, fully paid and nonassessable. We hereby consent to the filing of this Opinion as an Exhibit to the Registration Statement. Very truly yours, BREWER & PRITCHARD EX-10.1 3 EXHIBIT 10.1 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement dated July ____, 1996 ("Agreement") is by and between, WESTMARK GROUP HOLDINGS, INC. ("Company") and PBF LAND COMPANY ("Consultant"). W I T N E S S E T H: WHEREAS, the Company is in the mortgage lending business; and WHEREAS, Consultant desires to provide certain consulting services to the Company pursuant to an agreement dated July 10, 1996 by and between the Company and Consultant (the "Agreement"); and WHEREAS, the Company and Consultant desire to set forth in writing the terms and conditions of their agreement and understanding concerning a one year consulting arrangement; and NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the parties hereto agree as follows: 1. ENGAGEMENT. Subject to the terms and provisions of this Agreement, the Company hereby engages Consultant, as an independent contractor, to provide consulting services ("Services") as set forth in Section 2 below. Consultant hereby accepts such engagement and shall, during the term of this Agreement, perform the Services as herein provided. 2. SERVICES. Subject to the terms and conditions of this Agreement, the term "Services" shall mean providing certain consulting services to the Company as may be mutually agreed upon by the parties, and attached hereto on Exhibit "A". Consultant agrees to provide such Services on a non-exclusive basis and as an independent contractor and not as an employee of the Company. Nothing in this Agreement shall be construed to prevent Consultant from performing services on behalf of himself or any person or entity. 3. COMPENSATION. For the Services performed by Consultant for the Company, the Company will pay Consultant Ten Thousand and no/100 dollars ( $10,000) per month. Company, in its discretion, may pay that sum in cash or shares of its common stock, the issuance of which shall be registered pursuant to a S-8 Registration Statement. 4. STATUS REPORTS. For the term of this Agreement, at the Company's written request, Consultant shall prepare and submit to the Company a written status report describing the status of any and all projects for which Consultant has provided Services. 5. TERM. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for a period of two years from the date hereof, provided that at least $80,000 of sales have taken place in the ninety (90) days prior to each payment period. If all property under the Agreement has been sold or transferred, all management fees shall cease. 1 6. AUTHORITY. Consultant understands and agrees that under the terms and provisions of this Agreement, Consultant is not an employee, representative or agent of the Company or any of its affiliates and therefore has no power or authority whatsoever to act on behalf of, or bind the Company or any of its affiliates, with respect to any matter or contract. Furthermore, this Agreement does not create and shall not be construed to create any joint venture or partnership relationship between the parties. No officer, employee, agent or independent contractor of either party or their respective affiliates shall be deemed at any time to be an employee, servant, agent or contractor of the other for any purpose whatsoever. 7. CONFIDENTIALITY. In the course of the performance of Consultant's duties hereunder, Consultant recognizes and acknowledges that Consultant may have access to certain confidential and proprietary information of the Company or any of its affiliates. Without the prior written consent of the Company, Consultant shall not disclose any such confidential or proprietary information to any person or firm, corporation, association, or other entity for any reason or purpose whatsoever, and shall not use such information, directly or indirectly, for Consultant's own behalf or on behalf of any other party. Consultant agrees and affirms that all such information is the sole property of the Company and that at the termination and/or expiration of this Agreement, at the Company's written request, Consultant shall promptly return to the Company any and all such information so requested by the Company. The provisions of this Section 7 shall not, however, prohibit Consultant from disclosing to others or using in any manner information that: (a) has been published or has become part of the public domain other than by acts, omissions or fault of Consultant; (b) has been furnished or made known to Consultant by third parties (other than those acting directly or indirectly for or on behalf of Consultant) as a matter of legal right without restriction on its use or disclosure; (c) was in the possession of Consultant prior to obtaining such information from the Company in connection with the performance of this Agreement; or (d) is required to be disclosed by law. 8. MISCELLANEOUS. (a) ASSIGNMENT. All of the terms, provisions and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned or transferred by either party, nor shall any interest herein be assigned, transferred, pledged or hypothecated by either party without the prior written consent of the other party. 2 (b) APPLICABLE LAW. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. 3 (c) ENTIRE AGREEMENT, AMENDMENTS AND WAIVERS. This Agreement constitutes the entire agreement of the parties hereto and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any party hereto unless set forth in a document duly executed by such party or an authorized agent or such party. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. WESTMARK GROUP HOLDINGS, INC. By Norman J. Birmingham, President CONSULTANT PBF LAND COMPANY By: Name: Title: 4 EXHIBIT A Consultant shall perform real estate management services for the Company. 5 EX-24.1 4 EXHIBIT 24.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Form S-8 registration statement of our report, dual dated March 20, 1996 and April 19, 1996, on the financial statements of Westmark Group Holdings, Inc., and to reference to our firm under the caption "experts" in the prospectus. Aurora, Colorado August 19, 1996 COMISKEY & COMPANY, A PROFESSIONAL CORPORATION -----END PRIVACY-ENHANCED MESSAGE-----