Exhibit 10.6
CORPORATE CONSULTING
AND FISCAL AGENCY AGREEMENT
THIS CORPORATE CONSULTING AND FISCAL AGENCY AGREEMENT
made effective January 18 th , 2006.
BETWEEN:
WEST PEAK VENTURES OF CANADA
LIMITED , of 420-
475 Howe Street, Vancouver, British Columbia, Canada, V6C
2B3
(the "Agent")
OF THE FIRST PART
AND:
HIGH GRADE MINING CORP. , of
885 Pyrford Road
West Vancouver, British Columbia, Canada, V7S 2A2;
(the "Company")
OF THE SECOND PART
WHEREAS:
The Company and the Agent wish to enter into an agreement
pursuant to which the Agent will provide ongoing fiscal agency and
other like services on the terms and conditions hereinafter set
out;
NOW THEREFORE this Agreement witnesseth that in
consideration of the premises and of the mutual covenants and
agreements hereinafter set out, the parties hereto covenant and
agree as follows:
SECTION 1 - INTERPRETATION
1.01 Interpretation
For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires:
(a) "this Agreement" means this Agreement and all
Schedules attached hereto:
(b) any reference in this Agreement to a designated
"Section", "Subsection", "Schedule" or other subdivision refers to
the designated Section, Subsection, Schedule or other subdivision
of this Agreement;
(c) the words "herein" and "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any
particular Section, Subsection or other subdivision of the
Agreement;
(d) the word "including", when following any general
statement term or matter, is not to be construed to limit such
general statement, term or matter to the specific items or matters
set forth immediately following such word or to similar items or
matters, whether or not
non-limited language (such as "without limitation" or "but not
limited to" or words of similar import) is used with reference
thereto but rather refers to all other items or matters that could
reasonably fall within the broadest possible scope of such general
statement, term or matter;
(e) any reference to a statute included and, unless
otherwise specified herein, is a reference to such statute and to
the regulations made pursuant thereto, with all amendments made
thereto and in force from time to time, and to any statute or
regulations that may be passed which has the effect of
supplementing or superseding such statue or such regulation;
and
(f) words importing the masculine gender include the
feminine or neuter gender and words in the singular include the
plural, and vice versa.
1.02 Headings
The headings of the Sections and Subsections of this Agreement
are inserted for convenience of reference only and shall not in any
way affect the construction or interpretation of this Agreement or
of any part thereof.
1.03 Governing Law
This Agreement shall be governed by and construed in accordance
with the laws of the State of Nevada, USA.
1.04 Severability
In the event that any provision of this Agreement or any part
thereof is invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby, and the remaining
provisions shall be construed as if the invalid, illegal or
unenforceable provisions had been deleted from this Agreement.
1.05 Currency
All references to dollars or funds herein mean lawful currency
of the USA.
SECTION 2 -SERVICES
2.01 Services to be
Provided
The Company hereby retains the Agent and the Agent agrees to act
as a fiscal agent for the Company to provide the following services
during the term of this Agreement, :
a) provide office and support
staff for the benefit of the Company in the Province of British
Columbia;
b) reviewing the financial
position of the Company providing recommendations thereon;
- 2 -
c) assisting in formulating
plans and budgets from time to time for the Company
d) disseminating such
information to persons in accordance with the marketing plan of the
Company to encourage participation in the development of the
Company.
e) retaining the services of
professionals;
f) selecting on the basis of
evaluations provided by professionals, suitable business
opportunities for acquisition and participation;
g) establishing and maintaining
suitable banking relations;
h) ensuring the maintenance of
proper accounting records and compiling monthly statements of
source and application of funds; and
i) arranging for payment of all
payables of the
