Assumption of Consulting Agreement
THIS AGREEMENT dated for reference January 31, 2007 .
AMONG:
Lions Petroleum, Inc., a body corporate
duly incorporated under the law of Delaware having an office at
Suite 2800 South, 600 17 th Street, Denver, Colorado,
80202
(“Lions”)
AND:
Providence Securities Ltd. , a
corporation under the laws of the Bahamas and having an office
at P.O. Box H.M. 3062, Hamilton, HMNX Bermuda
(“Offco”)
AND:
Meadow Vista Financial Corp. of 2710
Thomas Ave., Suite 636, Cheyenne, Wyoming 82001
(“Vista”)
WHEREAS:
A.
Lions and Offco entered into an agreement dated
for reference the 31 st day of January, 2007 (the
“Consulting Agreement”) whereby Offco has agreed to
perform certain consulting services for Lions;
B.
Vista has entered into an agreement with Offco
to assume all of Offco’s obligations under the Consulting
Agreement;
C.
Lions has agreed to Vista assuming all of
Offco’s obligations under the Consulting Agreement.
NOW THEREFORE in consideration of the covenants and
consent contained herein and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by each
of the parties, the parties agree as follows:
1.
Defined Terms
For the purposes of this agreement:
(a)
“Agreement” means this agreement and
any schedules or exhibits thereto;
(b)
“Effective Date” means the date
written above;
(c)
“Offco’s Covenants” means all
obligations of Offco under the Consulting Agreement.
2.
Vista’s Covenants
From and after the Effective Date, Vista will:
(a)
provide the services to Lions in the manner
provided for in the Consulting Agreement;
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(b)
perform all of Offco’s Covenants as if
Vista had covenanted to do so for valuable consideration and
under seal pursuant to the terms the Consulting Agreement as and
when such agreement was executed and delivered by the
parties thereto; and
(c)
indemnify and save harmless Offco from all
actions, suits, costs, losses, damages, charges and expenses for
or in respect of any breach or non-fulfillment by Vista of any
of Offco’s Covenants arising on and after the Effective
Date.
3.
Acknowledgement
By execution hereof, Lions and Offco acknowledge
and agree that, from the Effective Date, all obligations of Offco
in respect to the performance of any of Offco’s Covenants
which have not accrued or arisen before the Effective Date will be
at an end, and thereafter Vista will be solely responsible for
performance of Offco’s Covenants and Lions will look solely
to Vista therefore.
4.
Notices
Any notice given in connection with this Agreement
will be delivered to the respective addresses set out above or to
such other address as any of the parties may designate in
writing.
5.
Survival of Provisions
The provisions of the Consulting Agreement will
survive the execution and delivery of this Agreement and will not
merge in this Agreement.
6.
Further Assurances
Each party will, at all times hereafter at the
request and cost of any other party, execute such further and other
documents as such other party may reasonably require in order to
evidence or give effect to the terms of this Agreement.
7.
Enurement
This Agreement will enure to the benefit of and be
binding upon the parties and their respective heirs,
administrators, personal representatives, successors and
assigns.
8.
Counterparts
This Agreement may be executed in counterpart, each
of which will be deemed to be an original and both of which will
constitute one and the same instrument.
9.
Choice of Law
This Agreement shall be governed by and construed
in accordance with the law of British Columbia and the parties will
attorn to the Courts thereof and hereby select Vancouver, British
Columbia as the proper forum for any action commenced by any party
with respect to this Agreement or the transactions contemplated
herein.
IN
WITNESS WHEREOF the parties executed this Agreement as of the date
first above written.
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The corporate seal of Lions
Petroleum, Inc.
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was
hereunto affixed in the presence of:
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/s/ Gordon L. Wiltse
Authorized Signatory
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c/s
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_______________________________
Authorized Signatory
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The
corporate seal of Meadow Vista Financial Corp.
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was
hereunto affixed in the presence of:
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/s/Carol McKeown
Authorized Signatory
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c/s
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______________________________________
Authorized Signatory
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The
corporate seal of Providence Securities Ltd.
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was
hereunto affixed in the presence of:
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/s/ Kenneth Taves
Authorized Signatory
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c/s
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__________________________________________
Authorized Signatory
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CONSULTING AGREEMENT
THIS AGREEMENT dated for reference January 31, 2007.
BETWEEN:
PROVIDENCE SECURITIES LTD. , a
corporation under the laws of the Bahamas and having an office
at P.O. Box H.M. 3062, Hamilton, HMNX Bermuda
(hereinafter called the "Consultant")
OF THE FIRST PART
AND:
LIONS PETROLEUM, INC. , a
corporation incorporated under the laws of Delaware and having
an office at 600 17 th Street, Suite 2800 South,
Denver, Colorado 80202
(hereinafter called the
“Company”)
OF THE SECOND PART
WHEREAS:
A.
The Company wishes to acquire and the Consultant
wishes to supply the services described herein upon the terms and
conditions set out in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the mutual premises and covenants contained in
this Agreement, the parties hereto covenant and agree as
follows:
1.
Provision of Services
1.1
Subject to the terms of this Agreement, the
Consultant shall provide to the Company the services listed in
Schedule "A" hereto and all such other services as are
necessarily incidental thereto that may be required by the Company
(the "Services").
1.2
The Consultant shall use his best efforts to
further the interests of the Company in providing the Services.
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2.
Changes in Service
2.1
The Company shall be entitled to order changes
and/or deletions from the Services as set out in
Schedule "A" by giving written notice to the Consultant
without invalidating this Agreement. The Consultant shall
be deemed to have agreed to such changes and/or deletions and
the Services to be provided hereunder shall be modified
accordingly.
3.
Remuneration of Consultant
3.1
In consideration of the Consultant's performance of
the Services as required by this Agreement the Company shall pay
the Consultant the following remuneration:
(a)
US$100,000
4.
Consultant Not Agent or Employee
4.1
The Consultant is not the employee or agent of the
Company and accordingly, shall not purport to enter into any a
contract or subcontract on behalf of the Company or otherwise
purport to act on its behalf. Nothing in this Agreement shall
be deemed to require the Consultant to provide his services
exclusively to the Company and the Consultant hereby acknowledges
that the Company shall not be required to make any remittances or
payments required of employers by statute on the Consultant's
behalf and the Consultant shall not be entitled to the fringe
benefits provided by the Company to its employees.
4.2
The Company acknowledges that since the Consultant
is an independent contractor and not an employee of the Company,
the Consultant shall have direction and control of the manner,
methods, techniques and procedures used by the Consultant to
perform the Services.
5.
Facilities
5.1
The Consultant shall provide all the facilities
(including office space, typing, document reproduction, computer
programming and other clerical assistance) that may be required by
the Consultant to perform the Services.
6.
Books and Records
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6.1
The Consultant shall keep proper accounts and
records of all expenditures made by it in connection with the
Services, and of the time expended by him in performing the
Services and all invoices, receipts and vouchers relating
thereto.
7.
Company's Obligations
7.1
The
