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Contract Of Engagement

Engagement Agreement

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Date: 5/22/2014
Industry: Semiconductors     Sector: Technology

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708 Capitol Avenue, Cheyenne, Wyoming 82007


Richard Carey, Managing Director






This Contract of Engagement dated and effective as of December 14, 2012 by and between Richard Carey, Managing Director, LS., LLC (hereinafter referred to as The Consultant), and Gold Span Resources GSPN (hereinafter referred to as The Client).




        I.             The Client desires to obtain certain consulting services from The Consultant as more particularly described herein ("Scope of Services").


      II.             The Consultant is in the business of providing consulting services and has agreed to provide the services on the terms and conditions set forth in this agreement. Now, therefore, in consideration of the faithful performance of the obligations set forth herein and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, The Consultant and The Client hereby agree as follows.





Scope of Services. The Consultant will perform business development and financial consulting services on a non-exclusive basis for and on behalf of The Client in relation to business consulting.



Status of The Consultant. The Consultant shall act as an Independent contractor and not as an agent or employee of The Client and The Consultant shall make no representation as an agent or employee of The Client. The Consultant shall be responsible for all taxes as an independent contractor. The Consultant shall have no authority to bind The Client or incur other obligations on behalf of The Client Likewise, The Client shall have no authority to bind The Consultant or incur obligations on behalf of The Consultant.



Disclosure of Material Events. The Client agrees to promptly disclose to The Consultant in a timely manner those events/discoveries which are known and/or anticipated that may reasonably be expected to have an impact on the stock, business operations, future business, or public perception of The Client, as this has a material impact on the ability and effectiveness of The Consultant and services rendered.



Conflict of Interest. The Consultant shall be free to perform services for other persons not engaged in the businesses in which The Client is engaged. The Consultant will notify The Client prior to performing consulting services for any other client that could conflict with The Consultant's obligations under this Agreement.






Term. There will be an evaluation period so The Client can determine the effectiveness of The Consultant's work in behalf of The Client. If The Client determines that The Consultant has not been effective then in such event there will be no more stock compensation issued to The Consultant.



Payment of Services : $25,000 upon the agreement of the essential terms of the Agreement described in the Terms Sheet executed on December 13 th , and 5 million common shares of GSPN stock upon the execution of the formal Agreement sent to:



708 Capitol Avenue

Cheyenne, Wyoming 82007



Entire Agreement. This Contract of Engagement constitutes the entire contact of the parties with respect to the matters addressed herein and no modifications of this Agreement shall be enforceable unless in writing signed by both The Consultant and The Client. This agreement is not assignable by either party without the consent of the other. This agreement is for a full year.


ACCEPTED as of the date above first written:



Signed By:


/s/ Richard Carey

Richard Carey, Managing Director


Date: 12/14/12


Signed By:


/s/ Phillip Allen

Phillip Allen, Preside

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