BUSINESS AGREEMENT
This Business Agreement is by and between Magnum Financial Corp., a Nevada
Corporation (hereinafter, "MAGNUM") and SLW ENTERPRISES INC., a Washington State
Corporation (hereinafter, "SLW ENTERPRISES INC."). Whereby, MAGNUM agrees to
provide certain consulting services to SLW ENTERPRISES INC., and is in the
business of providing and implementing such consulting services. Each party
agrees to the following terms, conditions and provisions of this Agreement.
I. MAGNUM RESPONSIBILITIES AND SERVICES
1) MAGNUM agrees to provide consulting services within the following
areas of stated expertise: financings and capitalization,
shareholder relations, public market strategy(s) design and
implementation, broker relations, as well as other areas of
expertise.
2) MAGNUM will create additional market exposure and develop
relationships between market makers and SLW ENTERPRISES INC.
II. SLW ENTERPRISES INC. RESPONSIBILITIES
1) SLW ENTERPRISES INC. agrees to provide financial, business and
other material and information regarding SLW ENTERPRISES INC.,
its products, services, contracts, pending litigation of material
effect, patents, trademarks and other such businesses matters
which MAGNUM may request and which may be considered important
and relevant information for the completion of this contract. SLW
ENTERPRISES INC. has the right to pre-approve all information
prior to its dissemination, exposure or circulation.
2) SLW ENTERPRISES INC. agrees to notify MAGNUM of any changes in
the status or nature of its business, any pending litigation of
material affect, or any other developments that may require
further disclosure in material dissemination. MAGNUM will not
undertake any disclosures without prior written approval by SLW
ENTERPRISES INC.
III. COMPENSATION
For all services rendered, as described above, MAGNUM will be
compensated: See ADDENDUM "A".
Additional Stock options or restricted stock may be negotiated with
SLW ENTERPRISES INC. and identified as part of this Agreement as an
Addendum and attached hereto. (See Addendum).
Should SLW ENTERPRISES INC. terminate or withdraw from this Agreement,
it is agreed that MAGNUM's compensation will be calculated through the
date of termination and will become due and payable within thirty days
after the date of termination or withdrawal.
IV. REPRESENTATIONS BY MAGNUM
MAGNUM represents, warrants, and covenants the following:
1. MAGNUM will diligently perform its requirements as stated within
this Agreement in a timely manner.
2. MAGNUM is a Nevada Corporation duly organized and existing under
the laws of the State of Nevada and is in good standing with the
jurisdiction of its incorporation.
3. MAGNUM will disclose to SLW ENTERPRISES INC. all material facts
and circumstances which may affect its ability to perform the
undertaking herein.
4. MAGNUM will cooperate in a prompt and professional manner with
SLW ENTERPRISES INC. its attorneys, accountants and agents in the
performance of this Agreement.
V. REPRESENTATIONS BY SLW ENTERPRISES INC.
SLW ENTERPRISES INC. represents, warrants and covenants the following:
1. SLW ENTERPRISES INC. will diligently perform its requirements as
stated within this Agreement in a timely manner.
2. SLW ENTERPRISES INC. is a Washington State Corporation duly
organized and existing under the laws of the State of Washington,
and is in good standing with the jurisdiction of its
incorporation and the state in which it operates.
3. SLW ENTERPRISES INC. will neither circumvent this agreement
either directly or indirectly nor will it interfere with, impair,
delay or cause MAGNUM to perform its obligations described in
this Agreement.
4. SLW ENTERPRISES INC. articles of incorporation and by-laws are
available for inspection upon reasonable request.
5. SLW ENTERPRISES INC. will cooperate in a prompt and professional
manner with MAGNUM, its attorneys, accountants and agents during
the performance of the obligations due under this Agreement.
6. SLW ENTERPRISES INC. represents that no person has acted as a
finder or investment advisor in connection with the transactions
contemplated in this Agreement. SLW ENTERPRISES INC. will
indemnify MAGNUM with respect to any claim for a finder's fee in
connection with this Agreement.
7. SLW ENTERPRISES INC. represents that no Officer or Director of
the company is a member, employee or associated member of the
NASD. SLW ENTERPRISES INC. represents that it has disclosed or
will disclose to MAGNUM all potential conflicts of interests
involving its officers, directors, principals, stockholders
and/or employees.
8. SLW ENTERPRISES INC. agrees to provide certain information to
Magnum to further assist them with the consulting requirements,
and such reasonably requested information will be provided in a
timely manner. All information, whether previously provided or
from hereon is considered accurate and complete in every material
respect. If it is later determined that such is not the case, it
shall be considered a basis for the termination of this
Agreement.
VI. CONFIDENTIALITY
All information provided by SLW ENTERPRISES INC. shall be treated as
Confidential Information and MAGNUM will not share such Confidential
Information with any other person or entity without prior expressed
written consent by SLW ENTERPRISES INC., unless such disclosure
becomes or is considered public knowledge and will not cause damage to
SLW ENTERPRISES INC.
SLW ENTERPRISES INC. agrees not to divulge any named source (i.e.
lenders, institutions, investors, personal contacts, Broker Dealers,
etc.) which may be introduced to SLW ENTERPRISES INC. by MAGNUM
through the course of this Agreement, for a period of one (1) year
from the date of execution of this Agreement. Furthermore, SLW
ENTERPRISES INC. agrees not to circumvent, either directly or
indirectly the relationship that MAGNUM has with said sources.
VII. NOTICES
Any notices from either party to the other shall be deemed received on
the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the day it
has been transmitted. Any notice sent by mail either party to the
other shall be deemed received on the third business day after it has
been deposited at a United States Post Office. For purposes of
delivering or sending notice to the parties under this Agreement such
notices shall be delivered or sent as follows:
MAGNUM FINANCIAL CORP. SLW ENTERPRISES INC.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. #▇▇▇ Suite 210, ▇▇▇ ▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇ ▇▇▇▇▇▇
VIII. ENTIRE AGREEMENT
Neither party has made representations to the other which is not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties, which have been entered into prior or
contemporaneously with the formation of this Agreement. All oral
promises, agreements, representations, statements and warranties
expressed herein, after asserted by one party against the other, shall
be deemed to have been waived by such party asserting that they were
made and this Agreement shall supersede all prior negotiations,
statements, representations, warranties and agreements made or entered
into between the parties to this Agreement.
IX. ASSIGNMENT
Neither party may assign any benefit due or delegate performance under
this Agreement without the express written consent of the other party.
X. CONSTRUCTION
The laws of the State of Nevada shall govern this Agreement. It shall
also be construed as if the parties participated equally in its
negotiation and drafting.
XI. ATTORNEYS FEES
In any action concerning the enforcement, breach, or interpretation of
this Agreement, the prevailing party shall be entitled to recover its
costs of suit and reasonable attorney's fees from the other party, in
addition to any other relief granted by the court.
XII. WAIVER
The waiver of any provision of this Agreement by either party shall
not be deemed to be a continuing, waiver or a waiver of any other
provision of this Agreement by either party.
XIII. SEVERABILITY
If any provision of this Agreement or any subsequent modifications
hereof are found to be unenforceable by a court of competent
jurisdiction, the remaining provisions shall continue to remain in
full force and effect.
XIV. CONCLUSION
This Business Agreement is dated the 30th of January, 2001. The laws
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of the State of Nevada shall govern this document. If any portion of
this Agreement is invalid under applicable law, it is only to the
extent to be omitted, and all other terms and conditions shall retain
their force and effect. The parties executing this Proposal warrant
and guarantee that they have full individual and/or corporate
authority to enter into such an agreement. All parties have read,
understood, and agreed to the terms and conditions of this document.
SLW ENTERPRISES INC. MAGNUM FINANCIAL, INC.
/s/ /s/
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Authorized Corporate Officer Authorized Corporate Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇ ▇▇▇, President
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Print Name/Title Print Name/Title
ADDENDUM "A" TO THE BUSINESS AGREEMENT
FILING AND REGISTRATION: Magnum Financial, through its contacts will file
with all necessary entities the documentation necessary to request approval of
trading on the OTCBB. SLW ENTERPRISES INC. will provide all necessary
documentation and answer in a timely manner all questions and provide all
documentation necessary for the approval of trading on the OTCBB. SLW
ENTERPRISES INC. will compensate Magnum Financial Corp. in the following manner:
$5,000.00 upon acceptance of this agreement
$5,000.00 upon of Listing for trading on the OTCBB
$5,000.00 3 weeks after listing for trading on the OTCBB
FEES FOR FINANCING shall be awarded to Magnum for serving as an
intermediary who produces a financing or capital investment in at the rate of
five percent of the total capital received by SLW ENTERPRISES INC., of which
2.5% will be paid in cash and 2.5% in stock. This stock will be issued under
rule 144.
SLW ENTERPRISES INC. MAGNUM FINANCIAL, INC.
/s/ /s/
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Authorized Corporate Officer Authorized Corporate Officer
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, President ▇▇▇▇▇▇▇ ▇▇ ▇▇▇, President
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Print Name/Title Print Name/Title