Exhibit 10.3
CONSULTANT AGREEMENT
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”).
WHEREAS:
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.
ENGAGEMENT
AS A CONSULTANT
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.
CONSULTANT
SERVICES AND RIGHTS
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"):
2
|
|
(a)
|
|
|
|
|
|
|
|
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”);
|
|
|
|
|
(b)
|
|
|
|
|
|
|
|
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;
|
|
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
(d)
|
|
|
|
|
|
|
|
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:
3
|
|
(a)
|
comply with all
applicable federal, provincial, local and foreign statutes, laws
and regulations;
|
|
|
|
|
(b)
|
not make any
misrepresentation or omit to state any material fact that will
result in a misrepresentation regarding the business of the
Company; and
|
|
|
|
|
(c)
|
not disclose,
release or publish any information regarding the Company without
the prior written consent of the Company.
|
3.4
&nb
