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Consulting Services Agreement

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 This Consulting Services Agreement involves

Garuda Capital Corp. | Newhaven Resources Ltd.,

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Date: 5/25/2005

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Exhibit 10.3


This Consultant Agreement (the "Agreement") is made and entered into effective as of the 6 th day of May, 2005 (the "Effective Date"), between Garuda Capital Corp. a Company incorporated in the State of Nevada with offices at 502 –1978 Vine Street, Vancouver, British Columbia, V6K 4S1 (the "Company") and Newhaven Resources Ltd., a corporation with offices at #101 – 525 Seymour Street, Vancouver, BC, V6B 3H7 (the “Consultant”).


A.                The Company intends to set up a corporation in Ghana, through which it intends to set up mining operations in Ghana.

B.                The Company desires to retain the Consultant to provide consultant services to the Company on the terms and subject to the conditions of this Agreement.

C.                The Consultant has agreed to provide the Company with a right of first refusal to participate with the Consultant on projects in Ghana.

THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:


1.1               The Company hereby engages the Consultant as a consultant to provide the services of the Consultant in accordance with the terms and conditions of this Agreement and the Consultant hereby accepts such engagement.

2.                TERM OF THIS AGREEMENT

2.1               The term of this Agreement shall become effective and begin as of the Effective Date, and shall continue until the close of business on May 31, 2006 (the “Term”).


3.1               The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provided by the Consultant to the Company as services, and to give the Company the following rights (the "Services and Rights"):




Ghana Incorporation





The Consultant shall help with the incorporation and licensing of a Ghanaian corporation for the Company’s planned mining operations in Ghana (the “Ghana Subsidiary”);




Provision of Offices





the Consultant shall provide a serviced office accommodation in Accra, Ghana for twelve months beginning on June 1, 2005, which shall include a telephone answering service, facsimile services, and participation in a joint map room;









the Consultant shall:






supervise and manage the Ghana Subsidiary’s projects in Ghana for 12 months;





assist in establishing a field operation on the property in Ghana referred to as the “Ho property”;





allow the Ghana Subsidiary to use equipment belonging to the Consultant for use in the field operation on the Ho property;





provide other services that relate to the Ghana Subsidiary and its potential projects in Ghana as requested by the Company and mutually agreed; and




Right of First Refusal





in the event of any offer acceptable to the Consultant relating to mining projects in Ghana at any time or times during the Term, the Consultant, prior to acceptance thereof, shall give the Company, with respect to each such offer, written notice thereof and a copy of said offer including the name and address of the proposed entity making the offer (the “Offeror”) and the name and location of the mining project (the “Project”), and the Company shall have the option and right of first refusal for sixty (60) days after receipt of such notice within which to elect to participate in the Project on the terms of said offer. If the Company shall elect to participate in the Project pursuant to the option and first refusal herein granted, it shall give notice of such election within such sixty (60) day period. The Company's failure at any time to exercise its option under this paragraph shall not affect this agreement and the continuance of the Company's rights and options under this and any other paragraph of this agreement.

3.1               In providing the Services and Rights, the Consultant will:




comply with all applicable federal, provincial, local and foreign statutes, laws and regulations;




not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and




not disclose, release or publish any information regarding the Company without the prior written consent of the Company.

3.4               The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company.

4                 CONSULTANT FEE

4.1               The Consultant Services described in paragraph 3.1(c)(iv) may be charged in cash by mutual agreement. In consideration for the provision of the balance of the Services and Rights during the Term, the Company will issue to Bruce Luckman, an employee of the Consultant, a flat fee of 1,000,000 shares of the common stock of Garuda Capital Corp., the sole shareholder of the Company, each s

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