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ELEMENT92 RESOURCES CORP.
CONSULTING SERVICES AGREEMENT
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THIS CONSULTING
SERVICES AGREEMENT (hereinafter referred
to as the “Agreement”) dated this 10th day of March
2007 (hereinafter referred to as the “Effective Date”),
by and between Element92 Resources Corp. (hereinafter referred to
as the “Company”), a Wyoming corporation with a mailing
address at 250 H Street #459 Blaine WA 98230, and Mr. Edward Low
(hereinafter referred to as the “Consultant”), with his
residence address located at 2730 E 54th Ave, Vancouver, British
Columbia, Canada, V5S 1X8
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The Consultant has certain expertise in accounting and as
a bookkeeper. |
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| 2.
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The Company desires to retain the Consultant and the
Consultant desires to be |
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retained by the Company upon the terms and conditions
hereinafter set forth.
NOW,
THEREFORE, in consideration of
the mutual promises and agreements hereinafter set forth, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Responsibilities .
The
Company hereby retains the Consultant to act as the bookkeeper of
the Company and the Consultant hereby accepts and agrees to such
retention. The Consultant, in his capacity as the bookkeeper of the
Company, shall keep the books of account of the Company and prepare
unaudited financial statements, as necessary, for the Company. In
addition, the Consultant shall have and perform such other duties
as are customarily performed by one holding such position in other
businesses or enterprises that are the same as or similar to that
engaged in by the Company, and shall have and perform such
unrelated duties and services as may be assigned to him from time
to time by the Board of Directors or the Chief Financial Officer of
the Company. The Consultant agrees to abide by the Company policies
and procedures established from time to time by the Company. The
exact nature of the duties of the Consultant shall be more fully
outlined and defined in a formal job description between the
Company and the Consultant, copies of which, as amended from time
to time, shall be attached hereto as APPENDIX A, and incorporated
herein by this reference. The Consultant shall accept from the
Company, as full compensation for his services, including, without
limitation, any services rendered by him as an officer or director
of the Company or of any parent, subsidiary or affiliate of the
Company, incentive compensation in the form of shares of the
Company’s common stock, $0.001 par value per share
(hereinafter referred to as the “Common Stock”), as
provided in Section 4 below.
2.
Best Efforts of Consultant .
The
Consultant agrees that he will at all times faithfully,
industriously and to the best of his ability, experience and
talents perform to the reasonable satisfaction of the Company all
of the duties that may be required of and from him pursuant to the
express and implicit terms of this Agreement. Such duties shall be
rendered at such place or places and during such hours as the
Company shall in good faith require or as the interest, needs,
business or opportunity of the Company shall require.
3.
Term .
The term
of this Agreement shall be a period of three years, commencing
March 10, 2007, and terminating March 9, 2010, subject, however, to
prior termination as hereinafter provided.
4.
Compensation of Consultant .
The
Company shall issue the Consultant 50,000 newly-issued, restricted
shares of Common Stock of the Company at a deemed price of $0.10
per share for the period from March 10, 2007, and terminating March
9, 2010 for services performed to date and to be performed under
the terms and conditions of this Agreement. The shares of Common
Stock to be issued shall be “restricted securities” as
defined in Rule 144 of the General Rules and Regulations under the
Securities Act of 1933, as amended (hereinafter referred to as the
“Act”), and may not be sold unless registered pursuant
to the Act or in accordance with the terms of Rule 144. Upon
completion of one full year of service, the Consultant shall
maintain full right to all shares as described herein.
5.
Expenses .
The
Consultant shall be authorized to incur reasonable expenses in the
performance of his responsibilities pursuant to this Agreement,
including expenses for business entertainment, business travel and
similar items and other expenses as approved by the Company,
subject to a limit of $100.00 or other restrictions established
from time to time by the Company. The Company shall reimburse the
Consultant for all such authorized expenses within a reasonable
time after presentation by the Consultant from time to time of an
itemized account of such expenditures.
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Termination .
a. This
Agreement may be terminated by the Consultant upon thirty
(30) |
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days’ prior written notice to the Company. If the
Consultant shall so terminate this Agreement within one year of the
Effective Date, the Consultant shall return all shares issued to
the Consultant as described in Section 4 above.
b. (i) The Company may terminate this Agreement at any
time in the
event of any violation by the Consultant of any of the
terms of this Agreement or for cause, as defined below, without
notice to the Consultant.
(ii) Sufficient cause for termination by the Company shall
be a determination made in good faith and based upon reasonable
grounds that the Consultant: (a) has failed to adequately perform
his duties hereunder, as determined by the Board of Directors in
its sole discretion, or has been substantially absent from
retention; (b) has engaged in habitual drunkenness or abusive drugs
rendering the Consultant unable to carry our his duties in a
responsible manner; (c) has embezzled funds or misapplied assets of
the Company; (d) has committed an act with the intent to defraud or
hinder the Company; or (e) has been negligent in the performance of
the duties owed by the Consultant to the Company.
(iii) As soon as may be practicable after the termination
of the Consultant by the Company for cause, the Board of Directors
of the Company shall make an investigation of, and allow the
Consultant an opportunity to discuss with the Board of Directors,
the relevant facts with respect thereto. If the Board of Directors
of the Company shall determine that the Consultant has been
terminated without cause, the Consultant shall be reinstated in the
position which he held prior to the termination and shall receive
any compensation accrued or payable during the period of his
termination. In such event, any shares of Common Stock or other
accrued benefits shall be payable to the Consultant as if the
Consultant had not been terminated.
(iv) Any conduct of the Consultant that shall constitute
cause for termination under the terms of subsection b (2) of this
Section 6 and any breach or evasion of any of the terms of this
Agreement by either party hereto will result in immediate and
irreparable injury to the injured party and will authorize recourse
to injunction and/or specific performance as well as to all other
legal or equitable remedies to which such injured party may be
entitled hereunder.
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c. Anything herein contained to the contrary
notwithstanding, in the event that the Company shall discontinue
operating its business for any reason including but not limited to
insolvency, then this Agreement and the Consultant’s
retention hereunder shall terminate as of the date the Company
ceases business operation. For purposes of this Agreement, the
Company shall be considered to be insolvent if: (i) a petition
under Chapters 7, 11 or 12 of the Bankruptcy Reform Act of 1978 has
been filed by or against the Company and has not been dismissed
within ninety (90) days after filing; or (ii) the Company has made
an assignment for the benefit of creditors.
d. If the Consultant shall die during the term of this
Agreement, this Agreement and the Consultant’s retention
hereunder shall terminate immediately upon the Consultant’s
death.
e. (i) Notwithstanding anything in this Agreement to the
contrary, the Company is hereby given the option to terminate this
Agreement and the Consultant’s retention hereunder in the
event that the Consultant, during the term hereof, shall become
permanently disabled as defined in subsection e (ii) of this
Section 6 below. The Company may exercise such option by giving
written notice of termination to the Consultant at any time after
the Consultant becomes permanently disabled. This Agreement and the
Consultant’s retention shall terminate as of the date of such
notice, provided that the Consultant shall be entitled
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