EXHIBIT 4.1
CORPORATE DEVELOPMENT CONSULTING SERVICES
AGREEMENT
CONSULTING
SERVICES AGREEMENT (this “Agreement”) is entered
into as of January 15th, 2008 by and between
CanAm
Uranium Corp., a Nevada corporation (the
“Company”), and Anthony J. Caridi (the
“Consultant”).
RECITALS
A.
The Company desires to be assured of the association and
services of Consultant and to avail itself of
Consultant’s experience, skills, abilities, knowledge
and background to advise the Company with respect to those
duties normally associated with Corporate Development
consultant of a corporation and is therefore willing to engage
Consultant upon the terms and conditions set forth herein;
and
B.
Consultant
agrees to be engaged and retained by the Company upon the terms and
conditions set forth herein.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and the covenants,
agreements and obligations set forth herein and for other good
and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby covenant and
agree as follows:
1.
Consulting Services .
Consultant
shall provide consulting services for a minimum of twenty-four (24)
hours per week to the Company with respect to those duties normally
associated with Corporate Development.
2.
Term .
The term of this Agreement shall commence as of the date hereof and
shall be effective a period of one (1) year (the
“Term”). This agreement may be extended under the same
terms by mutual agreement between Consultant and the
Company.
3.
Dedication of Resources .
Consultant shall devote such time, attention and energy as is
necessary to perform and discharge the duties and responsibilities
under this Agreement in an efficient, trustworthy and professional
manner.
4.
Standard of Performance .
Consultant shall use its best reasonable efforts to perform the
Consulting Services as an advisor to the Company in an efficient,
trustworthy and professional manner. Consultant shall perform the
Consulting Services to the sole satisfaction of, and in conjunction
and cooperation with, the Company.
5.
Compensation .
5.1
The
Company sha ll
pay to Consultant (1,000,000) shares of S-8 options (price to
be determined) and 1,000,000 S-8 shares and 5000.00 dollars
per month immediate upon the execution of this Agreement by
the parties hereto, in exchange for performance of the
Consulting Services.
5.2
Consultant
shall be reimbursed for all traveling and other expenses
actually and properly incurred by Consultant in connection
with carrying out the duties arising hereunder and directly
related to activities carried out on the Company’s
behalf as long as such expenses have been approved by the
Company in advance; provided always that for all such expenses
Consultant shall furnish to the Company statements and
vouchers as and when required by the Company.
6
.
Registration of the Shares .
Commencing on the date hereof, the Company shall use its best
efforts to promptly register the Shares pursuant to the Securities
Act of 1933, as amended (the “Securities Act”), on
Securities and Exchange Commission (“SEC”) Form S-8,
provided the Consultant and the Company agree on the terms of a
lock-up agreement. Consultant hereby covenants that if he becomes a
director, officer, holder of ten percent (10%) of the equity and/or
voting securities of the Company or becomes an
“affiliate” of the Company (for the purposes of this
Agreement, “affiliate” shall mean an affiliate of, or
person affiliated with, a specified person that directly, or
indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, the person
specified), he will not offer to sell or resell the Shares
registered on Form S-8, except pursuant to the resale provisions of
the Securities Act applicable to affiliates who hold “control
securities.”
7.
Disclosure .
Consultant represen
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