EXECUTIVE CONSULTING AGREEMENT
THIS AGREEMENT takes effect on May 1,
2007.
B E T W E E N:
Aurelio Resource Corporation
, a company continued under the laws of Nevada and
having its registered office at 5554 South Prince Street, suite
200, Littleton, CO 80120.
(herein called the “ Company ”)
OF THE FIRST PART:
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Stephen R. Stine, P.E.
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, President
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(herein called the “ Executive ”)
OF THE SECOND PART
A N D:
Stine Consulting, LLC, a limited liability company continued under the laws of
Colorado and having its registered office at 17055 E. Dorado
Circle, Centennial, CO 80015-3015
(herein called the “ Consultant Company ”)
OF THE THIRD PART
WHEREAS:
A.
The Company carries on the business of the
acquisition, exploration and development of mineral properties (the
“ Company’s
Business ”);
B.
The Executive has extensive experience in mineral
exploration and development and in mining operations;
and
C.
The Company is desirous of retaining the Consultant
Company which will cause the Executive to provide professional and
technical consulting services as a consultant to the Company on the
terms, conditions and covenants of this Agreement.
NOW THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable
considerations (the receipt and sufficiency whereof are hereby
acknowledged), the Company, Consultant Company and the Executive
hereby agree as follows:
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1.
Subject always to the general control and direction
of the President and Chief Executive Officer (the “
CEO ”), the
Company hereby retains the Consultant Company as a consultant and
the Consultant Company hereby agrees to provide Consulting Services
(as defined in paragraph 2 below) in respect of the Company’s
Business activities in Colorado, Arizona, Nevada and/or Mexico.
Consultant Company hereby agrees that it will provide the requested
Consulting Services through the Executive and the Executive agrees
to provide the Consulting Services to the Company on behalf of the
Consultant Company.
2.
The Executive shall use his reasonable best efforts
to provide Consulting Services (as defined below) to the Company
and its subsidiaries in connection with the Company’s
business in our claim areas and when reasonably requested by the
Company, provided that the duties requested by the Company shall be
commensurate with the experience and the expertise of the
Executive. Without restricting the generality of the foregoing, the
Executive shall provide the following services to the Company
during the duration of this Agreement as and when requested by the
Company (the “ Consulting
Services ”):
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(a)
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to act as consulting Chief Operating
Officer;
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(b)
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to provide assistance and guidance to the Company
and its subsidiaries in the acquisition, development and operations
of mineral properties, prospects and projects;
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(c)
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to contact and negotiate with owners of existing
properties of the Company as may be required by the Company and
with owners of other suitable mineral properties for potential
acquisition by the Company and its subsidiaries; and
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(d)
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to provide other, mutually agreed
services.
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3.
The Executive shall use his best efforts in the
performance of his duties as may be reasonably requested by the
Company from time to time, and exercise his powers and discharge
his duties honestly, in good faith and in the best interest of the
Company and to exercise the degree of care, diligence and skill
that a reasonably prudent person would exercise in comparable
circumstances in the promotion of the best interests of the
Company.
4.
The Executive shall be required to devote an average
minimum time of 1.5 days per week, attention and ability to the
business affairs of the Company and shall, subject to the
provisions of paragraphs 12 and 13 hereof, and may be entitled to
engage in other business activities, provided that the Executive
shall use his reasonable best efforts to devote his time to the
Company to carry out his obligations hereunder.
5.
The Executive shall be responsible to and report to
the CEO of the Company, and to other personnel as may be directed
by the CEO or the Board.
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6.
The Company shall provide the Executive with access
to and copies of information that the Executive may reasonably
require to provide the Consulting Services hereunder.
7.
The Company shall pay the Consultant Company a
consulting fee (the “ Consulting
Fee ”) in the amount of US$ 4,000
per month for Consulting Services rendered to the Company as and
when deemed appropriate between the Consultant Company and the
Company.
8.
Where this Agreement is terminated by the Company,
the Company shall forthwith pay to the Consultant Company as
liquidated damages an amount equal to at least one month’s
Consulting Fee (as contemplated in this Agreement). If it is the
case that the Company has insufficient resources necessary to meet
its day to day expenses, this Agreement will automatically
terminate.
9.
The Company shall pay the Consultant Company or
Executive, as the case may be, for legitimate and, as practical,
provable expenses the Executive incurs with respect to the
Company’s business (collectively the “
Ordinary Expenses ”) provided that any single expense exceeding US $2,000
(an “ Extraordinary
Expense ”) must be pre-approved by
the CEO or the Board prior to incurring such expense for Company
business.
10.
The Consultant Company shall invoice the Company
monthly in an amount equal to the Consulting Fee and the Ordinary
Expenses and Extraordinary Expenses, if any and as the case may be,
owing to the Consultant Company. The invoices shall be accompanied
by a daily record of principal services and activities described in
reasonable detail along with receipts for all expenses. Each
invoice shall be due and payable by the Company within 30 days
after the invoice is received by the Company, subject to review and
approval by the Company.
11.
As further consideration for the Consulting
Services, the Executive has been granted options, Agreement No. 5
dated October 12, 2006 (the “ Options ”) to purchase 100,000
common shares of the Company at the market price of $ 0.84 per
share, subject to regulatory approvals and on the terms of a stock
option agreement and the Company’s Stock Option Plan. The
Options are valid for a period of three years from the date of
issuance. Additional stock options may be granted on a yearly
basis.
As further consideration for the Consulting
Services, the Executive was allowed to purchase 250,000 restricted
shares @ $0.001/share on April 9, 2007.
12.
The Executive and the Consultant Company acknowledge
that the Company’s business is extremely competitive and that
disclosure of any information about the business, properties,
prospects or financial affairs of the Company would place the
Company at a competitive disadvantage. The Executive and the
Consultant Company shall use reasonable effort to preserve and
protect the confidential nature of any information concerning the
business, properties, prospects or financial affairs of the Company
or any of its dealings, transactions or affairs which may be
disclosed to the
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Executive and the Consultant Company by the
employees, officers or agents of the Company during the duration of
this Agreement or information obtained from or in connection with
services provided to the Company by the Executive hereunder.
Without restricting the generality of the foregoing, the Executive
and the Consultant Company shall not:
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(a)
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disclose any of the aforesaid information to third
parties during the duration of this Agreement and for a period
of two (2) years after the termination of this Agreement without the prior
written consent of the Company, provided that such consent shall
not be required where the information is disclosed:
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(i)
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to the employees of the Executive and the Consultant
Company to enable such persons to assist the Executive in providing
the Consulting Services to the Company;
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(ii)
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to the employees, officers or agents of the Company
or such other persons as the directors of the
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