EXHIBIT 4.1
FINANCIAL CONSULTING AGREEMENT
This agreement is made by and between Golden Phoenix Minerals, a Minnesota
based corporation having its principle office at 0000 Xxxxxx Xxxxx, Xxxxx 000,
Xxxx, XX 00000. (the "COMPANY"), and MARKET SURVEY'S INTERNATIONAL, INC., a
Delaware corporation having its principle office at 0000 Xxxxxxxxxx Xxxxxx,
Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000 (the "CONSULTANT").
In consideration of the mutual promise contained herein and on the terms
and conditions hereinafter set fourth, the Company and Consultant agree as
follow:
1. PROVISION OF SERVICES Investor Relations Program For Golden Phoenix Minerals,
Inc., for the Next (3) Months.
(A) Consultant shall, to the extent reasonably required in the conduct of
the business of the Company, place at the disposal of the Company its judgment
and experience and, to such extent and at the prior written request of the
President of the Company, provide business development and corporate finance
services to the Company, including without limitation the following:
(I) Assigned individual to work with our broker network and leads for
the next (3) months.
A) Complete calling
B) Complete faxing (great for press releases)
C) Complete mailing (information on company -
please send us 200 investors packages to get
started)
D) To cover all expenses (including postage)
E) Access to a Market Pulse 800#
(for all articles)
F) We will prepare a special cover letter with
Xxxxxxx Xxxxxxxxxxx'x signature for our mailing.
(II) Email campaign (to start when client appears on web site, this
will occur twice.)(Xxx Xxxxx Pick)
(III) Profile on MARKET PULSE JOURNAL web site for the next (3)
months. (updated quarterly)
(IV) Advertising in the MARKET PULSE JOURNAL'S Spring issue
1998 (3 pages, done in 4 color)
(V) Please courier investors package and any current press releases to
the corporate office address: MARKET PULSE JOURNAL, Production Department, 0000
Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000. To the attention of
Xxxxxxxx Xxxxxxx (Editor).
(B) Consultant shall use its best effort in the furnishings of advice and
recommendations, and for this purpose consultant at all times maintain or keep
and make available qualified persons or a network of qualified outside
professionals for the performance of its obligations under this agreement. To
the extent reasonably practical, consultant shall use its own personnel rather
than outside professionals.
2. COMPENSATION
The total cost for the package is $65,000.00 US Funds. We would accept free
trading shares of stock in Golden Phoenix Minerals, Inc. as payment for the
consulting agreement. please issue stock certificate to Market Surveys
International, Inc., tax i.d. # 00-0000000.
3. LIABILITY ; INDEMNIFICATION
(A) The Company shall indemnify, save harmless and defend Consultant and
its officers, directors, employees and agents (including without limitation the
Observer) from, against and in respect of any loss, damage, liability, judgment,
cost or expense whatsoever, including counsel fees, suffered or incurred by it
or him by reason of, or on account of, its status or activities as a consultant
to the Company hereunder (and, in the case of the Observer, his participation in
meetings of the Board of Directors of the Company), except for any loss ,
damage, liability, judgment, cost or expense resulting from willful malfeasance,
bad faith or gross negligence in the performance of Consultant's duties
hereunder.
(B) Consultant shall indemnify, save harmless and defend the Company and
its officers, directors, employees and agents from, against
and in respect of any loss, damage, liability, judgment, cost or expense
whatsoever, including counsel fees, suffered or incurred by it or him by reason
of, or on account of, willful malfeasance, bad faith or gross negligence in the
performance of Consultant's duties hereunder.
4. STATUS OF CONSULTANT
Consultant shall at all times be an independent contractor of the Company
and, except as expressly provided or authorized by this Agreement, shall have no
authority to act for or represent the Company.
5. OTHER ACTIVITIES OF CONSULTANT
The Company recognizes that Consultant now renders and may continue to
render management and other services to other companies which may or may not
have policies and conduct activities similar to those of the Company. Consultant
shall be free to render such advice and other services and the Company hereby
consents thereto. Consultant shall not be required to devote its full time and
attention to the performance of its duties under this Agreement, but shall
devote only so much of its time and attention as it deems reasonable or
necessary for such purposes.
6. TERM
Consulting agreement will become effective upon receipt of signed contract
and payment. (For 3 months)
7. IN GENERAL
This agreement sets forth the entire agreement and understanding between
the parties with respect to its subject matter and supersedes all prior
discussions, agreements and understandings of every and any nature between them
with respect thereto. This agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
to be performed entirely within such State.
IN WITNESS WHEREOF, the parties have caused this agreement to be signed by their
respective officers or representatives duly authorized on the day and year first
above written.
Golden Phoenix Minerals, Inc.
/s/ Xxxxxxx X. Xxxxxxxxxxx March 26, 1998
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Xxxxxxx X. Xxxxxxxxxxx, President Date
Market Survey's International, Inc.
/s/ Xxxxxxx X. Xxxxxxx March 25, 1998
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Xxxxxxx X. Xxxxxxx, CEO Date
