Exhibit 35
E MPLOYMENT A GREEMENT
This Employment Agreement (the
“Agreement”) is made effective as of August 1,
2005 by and between Arrow Resources Development Ltd. (the
“Employer”) and Rudolph Karundeng (the
“Employee”) (collectively referred to as the
“Parties”).
The Parties agree as
follows:
1. EMPLOYMENT:
Employer shall employ Employee in
the position of Chairman of the Board for a period of five years.
Employee’s duties shall include: Executive oversight,
strategic planning, direction of field operations, attendance of
all board meetings and other duties as may be assigned by Employer
from time to time.
2. EMPLOYEE
COMPENSATION/BENEFITS: For services provided, Employer will pay
Employee an annual/monthly (circle one) salary of $1,000,000 paid
in accordance with Employer’s annual payroll
procedures.
Employee will accrue vacation time
at a rate of one (1) week for year r of service for the
duration of this agreement.
Employee will also receive the
following additional benefits:
A common stock grant of 52,000,000
shares of the Employers stock at no par value. The employee shall
also receive additional common stock of the Employer at a rate of
eight (8%) of all additional equity distributions made to
senior management.
3. EXPENSES: Employer will reimburse
Employee for reasonable benefits incurred by Employee in the
performance of his duties. Reimbursement will be handled in
accordance with Employer’s normal practices and
policies.
4. CONFLICTING
EMPLOYMENT: Employee
agrees that during the time of his employment with Employer, he/she
will not accept nor will he/she engage in employment, consulting or
other business activity directly related to the business of the
Employer.
5. CONFIDENTIALITY:
Employee acknowledges that he/she
may have access to the Employer’s confidential and
proprietary information. Such confidential information may include,
without limitation: i) business and financial information, ii)
business methods and practices, iii) technologies and technological
strategies, iv) marketing strategies and other such information as
the Employer may designate as confidential (“Confidential
Information”). Employee agrees to not disclose to any other
person (unless required by law) or use for personal gain any
Confidential Information at any time during or after the
termination of employment, unless Employer grants express, written
consent of such a disclosure. In addition, Employee will use
his/her best efforts to prevent any such
disclosure. Confidential information will not
include information that is in the public domain, unless such
information falls into public domain through Employee’s
unauthorized actions.
6. NON-COMPETE
AGREEMENT: Following the
termination of employment, Employee agrees not to engage in any
business similar to or in competition with the business of (he
Employer in the geographical area for a period of one year within
the Asian market a radius of 10,000 miles of Employer’s
principal operation in Papua New Guinea. For purposes of this
agreement, engaging “in any business similar to, or in
competition with the business of Employer” shall include,
without limitation: (i) engaging in such a business as an
owner, partner or agent; (ii) taking employment with a third
party engaged in such business either as an employee, contractor or
consultant; or (iii) soliciting customers for the benefit of a
third party engaged in such business.
7. NON-SOLICITATION OK
EMPLOYEES: Employee
agrees that for
