EXHIBIT 10.1
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT ("Agreement") is made effective the 1st day of July
1999, by and between NuVen Advisors, Limited Partnership, a Nevada Limited
Partnership ("Advisor") and NuOasis Properties, Inc., a Utah corporation (the
"Company").
WHEREAS, Advisor and Advisor'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, effective the date hereof and
continuing until termination, as provided herein, to assist the Company in
its 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 capital raising activities of any nature and 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 five (5) years (the "Primary
Term") from the effective date of July 1, 1999. At the conclusion of the
Primary Term this Agreement will automatically be extended on an annual
basis (the "Extension Period") unless Advisor or 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 end 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 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 Advisor's Personnel.
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4. Compensation
The Company agrees to pay Advisor a fee for the services provided by
Advisor pursuant to this Agreement, as follows:
A. Advisory Fee: The Company shall pay Advisor a monthly fee ("Advisory
Fee") equal to Three Thousand Five Hundred Dollars ($3,500), payable
monthly in advance, in cash or shares of the Company's common stock,
at the Company's election, with such shares to be registered as set
forth herein;
B. Merger Fee: As to Services provided by Advisor related to the
introduction of Business Opportunities which results in a Merger
Transaction or which the Company acquires or otherwise obtain an
equity interest or interest as a creditor, the Company agrees to pay
Advisor a transaction fee (the "Merger Fee"). The Merger Fee shall be
equal to ten percent (10%) of the asset value or investment made in
the Company (including assumed debt) in such Business Opportunity as a
result of Advisor's introduction or efforts. One third (1/3) of the
Merger Fee shall be due and payable upon completion of the definitive
agreements related to each transaction, and the balance shall be
issued upon closing;
C. Transaction Fee: As to Services provided by Advisor related to the
sale of the Company's assets, the Company agrees to pay Advisor a fee
("Transaction Fee") equal to five percent (5%) of the net proceeds
received by the Company.
As additional incentive to execute this Agreement, the Company hereby
grants to Advisor an option to purchase Five Hundred Thousand (500,000)
shares of its common stock (the "Option"), exercisable at a price per share
of fifty cents ($.50) per share, which represents more than one hundred ten
percent (110%) of the fully diluted net book value of such shares as of the
Company's last quarterly financial statement. The Option shall be evidenced
by an Option Agreement in form and substance, with a stated exercise price,
as that attached hereto as Exhibit "B" and incorporated herein by
reference. The right of Advisor to exercise the Option will vest to Advisor
upon execution hereof.
5. Other Services
If the Company subsequent to the date hereof enters into a merger or
purchases the assets or enters into a joint venture with, or makes an
investment in a company (a "Business Opportunity") introduced by Advisor,
the Company agrees to pay Advisor a fee equal to five percent (5%) of the
value of each Business Opportunity introduced by Advisor (collectively
referred to herein, in each instance, as the "Transaction Fee"), which
shall be payable upon the closing date each such transaction in cash or in
shares of the Company's common stock on the same basis as the Fee Shares.
The Company and Advisor acknowledge 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 purposes of any "profit" computation under Section 16(b) of the
'34 Act, the price paid for such shares is equal to the Advisory Fee or the
Transaction Fee, as the case may be.
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6. Registration of Shares
No later than ten (10) days following the date hereof as to the Fee Shares,
the Advisory Fee (if paid in shares), the Option Shares and, as to an event
giving use to the obligation by the Company to pay a Transaction Fee, the
shares comprising the Transaction Fee shall be registered by the Company
with the Securities and Exchange Commission under a Form S-8 or other
applicable registration statement, and the Company shall cause such
registration statement to remain effective at all times while Advisor holds
such shares. 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 shares, or
maintain the effectiveness of the applicable registration statement, the
Company shall satisfy any Advisory Fee, Transaction Fee or 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 Advisor, 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 Business Opportunity introduced by Advisor, and to
make all final decisions with respect to effecting a transaction on
any Business Opportunity.
10. Rejected 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 re-vest 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,
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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 business,
including but not limited to the obligation to pay the
Advisory 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,
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(v) If any of the disclosures made herein or subsequent hereto by
the Company to Advisor 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. In addition, the Company agrees to indemnify Advisor, its
officers, directors and general partner for expenses and the payment of
profits arising from the purchase and sale by Advisor of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as
amended, or any similar successor statute.
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 as 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.
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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:
NuOasis Properties, Inc.
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
(ii) In the case of Advisor:
NuVen Advisors, Limited Partnership
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Weed & Co. L.P.
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
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.
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(H) Governing Law. This Agreement was negotiated and is being contracted
for in the state of Nevada and shall be governed by the laws of the
state of Nevada, 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 and renders null and void any and all
prior agreements, arrangements, or understandings between the parties
relating to the subject matter of this Agreement including but not
limited to the Advisory and Management Agreement dated October 1, 1997
and January 1, 1998. No oral understandings, 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, Limited Partnership
a Nevada Limited Partnership
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: General Partner
The "Company"
NuOasis Properties, Inc.
a Nevada corporation
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
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EXHIBIT "A"
to the
Advisory Agreement
dated July 1, 1999
THE OPTION
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OPTION AGREEMENT
THIS OPTION AGREEMENT ("Agreement") is entered into effective the 1st day
of July 1999, by and between ▇▇▇▇ ▇. ▇▇▇▇, individually and on behalf of NuVen
Advisor Limited Partnership, a Nevada Limited Partnership (collectively
"NuVen"), and NuOasis Properties, Inc., a Nevada corporation (the "Company").
WHEREAS, the Company has agreed to issue to NuVen the option to purchase
shares of the Company's common stock (the "Common Stock") to induce NuVen to
execute the Advisory Agreement of even date between the Company and NuVen, such
agreement incorporated herein by reference (the "Advisory Agreement").
NOW, THEREFORE, for and in consideration of the mutual promises herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and subject to the terms and conditions set forth
below, NuVen and the Company agree as follows:
1. The Option
The Company hereby grants to NuVen the option to acquire Five Hundred
Thousand (500,000) shares of the Company's Common Stock (the "Option"),
subject to adjustment as set forth herein (such shares, as adjusted, are
hereinafter referred to as the "Option Shares"), at a purchase price of
Fifty Cents ($.50) per share ("Option Price").
2. Term and Exercise of Option
A. Term of Option. Subject to the terms of this Agreement, Holder shall
have the right to exercise the Option in whole or in part, commencing
the date hereof through the close of business on July 1, 2004.
B. Exercise of the Option. The Option may be exercised upon written
notice to the Company at its principal office setting out the number of
Option Shares to be purchased, together with payment of the Option
Price.
C. Issuance of Option Shares. Upon such notice of exercise and payment of
the Option Price, the Company shall issue and cause to be delivered
within five (5) business days following the written order of Holder,
or its successor as provided for herein, and in such name or names as
the Holder may designate, a certificate or certificates for the number
of Option Shares so purchased. The rights of purchase represented by
the Option shall be exercisable, at the election of the Holder thereof,
either in full or from time to time in part, and in the event the
Option is exercised in respect of less than all of the Option Shares
purchasable on such exercise at any time prior to the date of
expiration hereof, the remaining Option Shares shall continue to be
subject to adjustment as set forth in paragraph 4 hereof. The Company
irrevocably agrees to reconstitute the Option Shares as provided
herein.
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3. Reservation of Option Shares
The Company shall at all times keep reserved and available, out of its
authorized Common Stock, such number of shares of Common Stock sufficient to
provide for the exercise of the Option represented by this Agreement. The
transfer agent for the Company's Common Stock and any successor transfer
agent for any shares of the Company's capital stock issuable upon the
exercise of any of such Option rights, will be irrevocably authorized and
directed at all times by the Company in writing to reserve such number of
shares. The Company will cause a copy of this Agreement to be kept on file
with the Company's current transfer agent or its successors.
4. Adjustment of Option Shares
The number of Option Shares purchasable pursuant to this Agreement shall be
subject to adjustment from time to time upon the occurrence of certain
events, as follows:
A. Adjustment for Recapitalization. In the event the Company shall
(a) subdivide its outstanding shares of Common Stock, or (b) issue
or convert by a reclassification or recapitalization of its shares of
Common Stock into, for, or with other securities (a "Recapitalization"),
the number of Option Shares purchasable hereunder immediately following
such Recapitalization shall be adjusted so that the Holder shall be
entitled to receive the kind and number of Option Shares or other
securities of the Company measured as a percentage of the total issued
and outstanding shares of the Company's Common Stock as of the date
hereof, which it would have been entitled to receive immediately
preceding such Recapitalization, had such Option been exercised
immediately prior to the happening of such event or any record date with
respect thereto; provided however that, in the event of any change in
the Company's Common Stock by reason of a reverse stock split, neither
the number nor the Option Price of the shares subject to this Option
shall be changed or be adjusted.
B. Preservation of Purchase Rights Under Consolidation. Subject to
paragraph 4 above, in case of any Recapitalization or any other
consolidation of the Company with or merger of the Company into another
corporation, or in case of any sale or conveyance to another corporation
of the property of the Company as an entirety or substantially as an
entirety, the Company shall prior to the closing of such transaction,
cause such successor or purchasing corporation, as the case may be, to
acknowledge and accept responsibility for the Company's obligations
hereunder and to grant the Holder the right thereafter upon payment of
the Option Price to purchase the kind and amount of shares and other
securities and property which he would have owned or have been entitled
to receive after the happening of such consolidation, merger, sale or
conveyance. The provisions of this paragraph shall similarly apply to
successive consolidations, mergers, sales or conveyances.
C. Notice of Adjustment. Whenever the number of Option Shares purchasable
hereunder is adjusted, as herein provided, the Company shall mail by
first class mail, postage prepaid, to the Holder notice of such
adjustment or adjustments, and shall deliver to Holder setting forth the
adjusted number of Option Shares purchasable and a brief statement of
the facts requiring such adjustment, including the computation by which
such adjustment was made.
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5. Failure to Deliver Option Shares Constitutes Breach Under Advisory Agreement
Failure by the Company, for any reason, to deliver the certificates
representing any shares purchased pursuant to this Option within the
five (5) business day period set forth in paragraph 2 above, or the
placement of a Stop Transfer order by the Company on any Option Shares once
issued, shall constitute a "Breach" under the Advisory Agreement and, for
the purpose of determining the terms of this Agreement, shall automatically
toll the expiration of this Agreement for a period of time equal to the
delay in delivering the subject shares or term of the Stop Transfer order.
6. Indemnification for Section 16 (b) Violation
The Company agrees to indemnify NuVen for expenses and the payment of
profits arising from the exercise of the Option and sale by NuVen of Option
Shares in violation of Section 16(b) of the Securities Exchange Act of 1934,
as amended, or any similar successor statute.
7. Assignment
The Option represented by this Agreement may only be assigned or transferred
by NuVen to an Affiliate or subsidiary, or as the result of a corporate
reorganization or recapitalization. For the purpose of this Option the term
"Affiliate" shall be defined as a person or enterprise that directly, or
indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with the Company otherwise, this Agreement
and the rights hereunder shall not be assigned by either party hereto.
8. Counterparts
A facsimile, telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic transmission
device pursuant to which the signature of or on behalf of such party can be
seen, and 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 instrument as well as any facsimile,
telecopy or other reproduction hereof.
9. Further Documentation
Each party hereto agrees to execute such additional instruments and take
such action as may be reasonably requested by the other party to affect the
transaction, or otherwise to carry out the intent and purposes of this
Agreement.
10. Notices
All notices and other communications hereunder shall be in writing and shall
be sent by prepaid first class mail to the parties at the following
addresses, as amended by the parties with written notice to the other:
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To NuVen: ▇▇▇▇ ▇. ▇▇▇▇
NuVen Advisor Limited Partnership
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Telefax: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to: Weed & Co. LP
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
To the Company: NuOasis Properties, Inc.
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
11. Counterparts
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.
12. Governing Law
This Agreement was negotiated, and shall be governed by the laws of Nevada
notwithstanding any conflict-of-law provision to the contrary.
13. Entire Agreement
This Agreement sets forth the entire understanding between the parties
hereto and no other prior written or oral statement or agreement shall be
recognized or enforced.
14. Severability
If a court of competent jurisdiction determines that any clause or provision
of this Agreement is invalid, illegal or unenforceable, the other clauses
and provisions of the Agreement shall remain in full force and effect and
the clauses and provision which are determined to be void, illegal or
unenforceable shall be limited so that they shall remain in effect to the
extent permissible by law.
15. Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every other
right and remedy, whether conferred herein, at law, or in equity, and may
be enforced concurrently herewith, and no waiver by any party of the
performance of any obligation by the other shall be construed as a waiver
of the same or any other default then, theretofore, or thereafter occurring
or existing. At any time prior to Closing, this Agreement may be amended by
a writing signed by all parties hereto.
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16. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first written above.
"NuVen"
▇▇▇▇ ▇. ▇▇▇▇, dba
NuVen Advisor Limited Partnership
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: General Partner
The "Company"
NuOasis Properties, Inc.
a Nevada corporation
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇ ▇. ▇▇▇▇▇▇
Title: Director
[H:\NUOP\10SB\1999-8.wpd]