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| EXECUTIVE SERVICES
AGREEMENT |
THIS
AGREEMENT is made as of
February 28, 2007, (the "Effective Date").
BETWEEN:
ELEMENT92
RESOURCES CORP. a company operating
pursuant to the laws of the State of Wyoming with a mailing address
of 250 H Street, #459 Blaine, WA 98230 (the "Company")
Geoffrey J.
Armstrong Kouzelne Mesto Ltd .
a company
operating pursuant to the laws of the Czech Republic with a mailing
address of Sokolovska 27/93, Prague 8, Czech Republic 186 00 (the
"Executive")
This Executive Services Agreement (the "Agreement") is
made and entered into effective as of February 28, 2007 (the
"Effective Date"), between Element92 Resources Corp. (the
"Company") and Geoffrey Armstrong through his Company Kouzelne
Mesto Ltd., (the "Executive").
WHEREAS:
| A.
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The Company is engaged in the business of mining
exploration and development |
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| B.
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The Company desires to retain the Executive to act as
President, Chief Executive Officer, |
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Director and Secretary to provide his services to the
Company as an Executive on the terms and subject to the conditions
of this Agreement.
A. The Executive has agreed to act as President, Chief
Executive Officer, Director and Secretary to the Company and to
provide his services to the Company on the terms and subject to the
conditions of this Agreement.
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.
DEFINITIONS
The following terms used in this Agreement shall have the
meaning specified below unless the context clearly indicates the
contrary:
| (a)
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"Board" shall mean the Board
of Directors of the Company. |
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| (b)
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"Cause" shall mean the
Executive's (i) commission of an act of fraud, theft or
embezzlement |
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or other similar willful misconduct; (ii) conviction of
(or pleas of nolo contendere with respect to) a felony or other
crime involving moral turpitude; (iii) a serious neglect of his
material duties or failure to perform his material obligations
under this Agreement, or (iv) refusal to follow lawful directives
of the Board, provided however, that the Company shall give the
Executive written notice specifying any actions alleged to
constitute Cause under clauses (iii) or (iv), and the
Executive shall have 30 days from the date of receipt of
the Company's written notice in which to cure any such alleged
Cause.
(c) "Service
Term" shall mean the period beginning on the Effective Date and
ending on the close of business on the effective date of the
Executive's termination of service with the Company.
| (d)
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"Expiration
Date" shall have the meaning ascribed to such term in Section
2. |
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| (e)
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"Termination of
Service" shall mean the first to occur of the following
events: |
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| (i)
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the date of death of the Executive; |
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| (ii)
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the effective date specified in the Company's written
notice to the Executive of the |
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Company's termination of his service without
Cause;
(iii) the effective date specified in the Company's
written notice to the Executive of the Company's termination of his
service for Cause; and (iv) the occurrence of the Expiration
Date.
2. SERVICE
TERM
The Service Term shall become effective and begin as of
the Effective Date, and shall continue until the close of business
on the 5th anniversary of the Effective Date (the "Expiration
Date"), unless the Executive's services are terminated earlier
pursuant to a Termination of Service. The Executive will serve the
Company subject to the general supervision, advice and direction of
the Board and upon the terms and conditions set forth in this
Agreement.
3. COMMENCEMENT
OF SERVICE
The Company hereby engages the Executive as President and
Director and the Executive hereby agrees to such service on the
terms and conditions described in this Agreement. The Executive is
being engaged directly by the Company as an Executive who will be
compensated for the services rendered as herein provided. The
Executive service with the Company will commence on February 28,
2007 (the effective date of this contract).
4. DESCRIPTION
OF DUTIES and JOB TITLE
During the term of this Agreement the Executive agrees to
devote his best efforts to perform all duties as shall be
determined by and at the reasonable discretion of the Company's
Board of Directors, and is charged with the responsibilities,
duties and functions necessary to assist the Company to meet all of
its obligations.
The Executive job title is President, Chief Executive
Officer, Director and Secretary. The Executive will report to the
Board and his main duties will be:
| (a)
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To manage the domestic and international operations of the
company; |
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| (b)
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To act as Chairman of the Board of Directors; |
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| (c)
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To supervise the administration of the Company's mining
projects worldwide; |
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| (d)
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To supervise the administration of the Company's
operations: |
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| (e)
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Assist the Company to raise capital for general and
project purposes; |
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| (f)
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To assist the Company in evaluation of potential expansion
into other mining areas. |
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| (g)
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Assess joint venture proposals and work with legal
professionals; |
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| (h)
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Advise the board of directors as to the suitability of
properties for possible acquisition; |
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2
(i) Work with geologists, engineers, prospectors and other
professionals on present and future Company projects;
(j) Work with various marketing personnel and assist
management to develop brochures, literature, news releases,
website(s) and other promotional or informational materials and
write such materials as required;
(k) Work with, and assist the Company to develop contacts
and relationships, in the brokerage community;
| (l)
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Assist the Company to develop and maintain proper budgets
and budgeting controls; |
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| (m)
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To manage the Company’s day-to-day
operations. |
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5. OTHER
INTERESTS
Apart from the above, the Executive will devote his time,
attention and abilities to his duties, and to act in the best
interests of the Company at all times. The Executive must not,
without the Company's written consent, be in any way directly or
indirectly engaged or concerned in any other business where this is
or is likely to be in conflict with the Company's interests or
where this may adversely affect the efficient discharge of his
duties. However, this does not preclude the Executive holding
securities in any other company.
6. TRAVEL AND WORKING
OVERSEAS
The executive will be required to travel locally or
internationally from time to time. This may involve traveling
outside normal business hours and at weekends or public holidays
should the need arise.
In addition to the compensation provided for under this
Section, upon submission of proper vouchers in accordance with the
Company's expense reimbursement policies and procedures as may
exist from time to time, the Company will reimburse the Executive
for all normal and reasonable travel and other expenses incurred by
the Executive during the Service Term in performance of the
Executive's responsibilities to the Company.
At the request of the Executive, the Company may make an
advance of travel or expense funds to the Executive against an
approved budget.
Due to the Executive’s travel requirements on behalf
of the Company, and subject to the Company’s prior written
consent based on its ability to afford the protection herein
described, the Company agrees to provide additional Travel
Protection as follows:
(a) Medical Emergency Evacuation
In the event of a Medical Emergency as determined by the
Executive, the Company will provide the necessary funds and other
resources for immediate evacuation to a destination specified by
the Executive;
(b) Security Emergency Evacuation
In the event of Security Emergency as determined by the
Executive, including, but not limited to civil unrest, terrorist
attack, acts of violence or threats to the Executive or foreign
legal issues, the Company will provide the necessary funds and
other resources for immediate evacuation to a destination specified
by the Executive;
(c) Family Emergency Evacuation
3
In the event of an emergency, as determined by the
Executive, affecting the Executive’s immediate family
including the spouse or child of the Executive, parent or sibling,
the Company will provide the necessary funds and other resources
for immediate evacuation to a destination specified by the
Executive;
(d) Personal Damage or Financial Emergency
Evacuation
In the event
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