Common use of Consultant Services Clause in Contracts

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide the Consultant to the Company as consulting services (the "Consulting Services"). (a) Corporate Planning and Business Development ------------------------------------------- * The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * The Consultant will review provide the following business development services to the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board and Management meetings whenever necessary.; (b) reporting Reporting on such services to the President and/or Board of Company; (c) performing Performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning President, Chief Executive Officer, Secretary, Treasurer and Business Development ------------------------------------------- * The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board and Management meetings whenever necessary.Chief Financial Officer (b) reporting to the President and/or Board of Directors of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President Board of Directors of the Company, provided such duties are within the scope of the Company's ’s business and services to be provided by the Consultant. 4.2 The Consultant shall devote approximately 50% of his full or her business time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's ’s securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * ----------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production propertiesproperties and its alternative fuel technologies. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * - The Consultant will consult with the Company concerning ongoing on-going strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource propertiesproperties and alternative fuel technology. * - The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * The Consultant will review provide the following business development services to the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties. : o The Consultant will assist the Company with the identification of prospective business partners in updating its business plan to reflect Germany for the recommendations adopted by the Companydevelopment and expansion of International corporate finance opportunities. * o The Consultant will consult with assist the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from at the Company's mineral resource properties. * The Consultant will be available to attend Board request with the negotiation and Management meetings whenever necessarystructuring of partnership and joint venture agreements with business partners identified in the Europe for the development and expansion of International corporate finance opportunities. (b) reporting Reporting to the President and/or Board of Company; (c) performing Performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Web Site Development ------------------------------------------- * ---------------------- - The Consultant will review develop the Company's business plan web sites (the "Web Sites") and make strategic recommendations that will enhance and optimize co-ordinate the development integration of e-commerce features into the Web Sites, including the implementation of the Company, Web Sites to enable on-line sales of the Company's gold production propertiesproducts, to be substantially completed by August 31, 2002. - The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning update and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from maintain the Company's mineral resource propertiesweb sites with a view to ensuring the performance of the Company's web sites for the balance of the term of this Agreement. * - The Consultant will be available to attend Board and Management meetings whenever necessary. - The Consultant will consult with the Company regarding web site and e-commerce opportunities and strategies on an ongoing basis. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt. 4.6 The Consulting Services will be in addition to those provided by the Consultant pursuant to the consulting agreement between the Consultant and the Company dated September 15, 2001.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * ----------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production propertiesproperties and its alternative fuel technologies. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * - The Consultant will consult with assist management in their evaluation of business opportunities, particularly in the Company concerning ongoing strategic corporate planning areas of mergers and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from acquisitions, to complement the Company's mineral resource propertiesproperties and alternative fuel technologies. * - The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Director of Business Development ------------------------------------------- * The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board and Management meetings whenever necessary.Development (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's ’s business and services to be provided by the Consultant. 4.2 The Consultant shall devote approximately 50% of his or her full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's ’s securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees and Langford agree to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant and Langford to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning Managing the corporate office in British Columbia, including the following responsibilities: • supervising regulatory filings. • streamlining and Business Development ------------------------------------------- * The Consultant will review the Company's business plan building office systems. • employee training. • general administrative organisation and make strategic recommendations that will enhance and optimize the development of the Companysupervision, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board and Management meetings whenever necessaryincluding human resources matters. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's ’s business and services to be provided by the ConsultantConsultant and Langford. 4.2 The Consultant Langford shall devote his her full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant Langford may engage in reasonable investment and other personal activities that do not interfere with her or the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant and Langford will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant and Langford will at all times be an independent contractor contractors and neither the Consultant nor Langford will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation Company including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's ’s securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * -------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize optimise the development of the Company, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * - The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * - The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * ----------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize optimise the development of the Company, the Company's gold production propertiesproperties and its alternative fuel technologies. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * - The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource propertiesproperties and alternative fuel technology. * - The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The During the Term (as defined below), Consultant shall perform the duties and services customarily performed by a Chief Financial Officer (“CFO”) (the “Services”). Consultant recognizes that SPAC is relying on Consultant as an expert in its field of practice and business. Consultant represents to SPAC that it possesses the requisite skill and ability to discharge its responsibilities in a professional and efficient manner, it offers and provides similar services to other organizations, and that it is familiar with the requirements of projects similar in type and character that are the subject of the Services, to be performed in connection with providing the Services of an acting CFO for the SPAC. Consultant shall devote such time as is necessary for the satisfactory performance of the Services hereunder. In consideration for the timely, full and satisfactory completion of the Services in accordance with this Agreement, Consultant shall be paid a quarterly fee of $7,500, payable in advance. In addition, should the SPAC complete a Business Combination (as defined in the SPAC’s Registration Statement on Form S-1), the Consultant shall be paid a fee of $50,000 (“Success Fee”). For purposes of clarity, should the SPAC not complete a Business Combination, the Success Fee will not be due and payable. Unless sooner terminated, the term of this Agreement shall commence as of the date hereof and shall expire upon a successful Business Combination. Consultant shall not perform any Services after the expiration of the Term, and shall not be entitled to any compensation for any Services performed after the Term expires, except to the extent otherwise agreed to in advance by SPAC and Consultant in writing. Notwithstanding the foregoing, the parties hereby agree that any Services performed prior to the execution of this Agreement shall be deemed included in and governed by the terms hereof. All Services performed by Consultant shall be in compliance with all applicable laws, rules, codes and regulations, and Consultant shall assist SPAC with obtaining all necessary government and auditor approvals, consents and sign-offs required with respect thereto. Consultant represents that it is properly licensed and insured to perform all Services and agrees to perform maintain all necessary licenses for the following services and undertake the following responsibilities and duties to the Company to be provide the Consultant to the Company as consulting services (the "Consulting Services"). (a) Corporate Planning and Business Development ------------------------------------------- * The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development duration of the Company, the Company's gold production propertiesengagement. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President is aware of the Company, provided such duties are within the nature and scope of the Company's business engagement and services will provide any complete and required documents/deliverables with respect to be provided by the Consultant. 4.2 The its Services. Consultant shall devote his full timecooperate and work with other executives, attention officers, employees, professionals, consultants, and energies contractors retained by SPAC, SPAC’s lender(s) and all governmental agencies and departments, as well as provide any statements, notices, confirmations or amendments related to Consultant’s Services or performance under this Agreement that may be requested or required. Consultant shall not engage the business affairs services of a subconsultant to perform any portion of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company Services without the prior written consent of SPAC in each instance, which may be provided or withheld in SPAC’s sole discretion. Neither the Company. 4.4 The submission of a subconsultant agreement or sub-subcontract to SPAC, nor the review or approval of a subconsultant agreement or sub-subcontract by SPAC, shall be deemed to (a) relieve Consultant will of its duty of due diligence in selecting a subconsultant, (b) relieve Consultant from any of its obligations under this Agreement, (c) establish privity of contract between SPAC and any subconsultant or otherwise create any rights in favor of any subconsultant as against SPAC, (d) impose on SPAC any liability arising from, or in connection with, such subconsultant agreements or sub-subcontracts, or (e) make SPAC responsible for a subconsultant’s or sub-subcontractor’s performance or failure to perform. Where, after receiving SPAC’s written consent, Consultant engages the services of subconsultants to perform any portion of the Services, any such subconsultant shall agree to the same performance standards, duties, obligations, and restrictions that Consultant has agreed to hereunder. In all events, and notwithstanding SPAC’s consent, Consultant shall, at all times times, remain responsible for the work of any subcontractor, be an independent contractor solely responsible for any compensation to be provided to such subcontractors, and remain fully responsible to SPAC for performance of the Services in accordance with this Agreement, and for the performances of Services by any subconsultant as if Consultant itself was performing such Services. Consultant shall incorporate the terms of this Agreement into any agreements with subconsultants for Services, and shall require all such subconsultants to obligate themselves to Consultant in the same manner as Consultant has obligated itself to SPAC hereunder. Time is of the essence with respect to this Agreement and Consultant’s performance of the Services. Consultant agrees to provide the Services in a timely manner so as to cause no delay to the expeditious and orderly progress of the engagement. Consultant will not be deemed have authority to be an employee contract in the name of or bind the SPAC or any of the Company. 4.5 The Consulting Services provided SPAC’s affiliates, except as expressly agreed to in writing by the SPAC. Except as otherwise set forth herein, Consultant (and any of Consultant’s subcontractors, as applicable) will not be entitled under this Agreement shall not include: (a) services to any additional fees, compensation, or benefits in connection with the offer or sale performance of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debtSPAC.

Consultant Services. 4.1 3.1 The Consultant agrees to perform the following services during the Term and undertake the following responsibilities and duties to the Company to be provide the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with development in South East Asia, Hong Kong, and China; b) assist the Company concerning ongoing in identifying and acquiring new technology through licensing, strategic corporate planning alliances and long-term investment policies with a focus on corporate value that can be translated into increased revenues business acquisitions; c) assist the Company in targeting and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board procuring potential mergers and Management meetings whenever necessary. (b) reporting acquisitions of businesses complimentary to the President and/or Board of Company; (cd) performing such other duties assist the Company in seeking and observing such instructions as may be reasonably assigned from time procuring strategic partners to time by market the President services of the Company, provided such duties are within the scope Company and its subsidiaries divisions of the Company throughout the region; At no time shall the Consultant be asked to provide investor relations services or capital raising services for the Company's business and services to be provided by the Consultant. 4.2 3.2 The Consultant shall devote his full its time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal and business activities that do not interfere with the Consultant's obligations hereunder. 4.3 3.3 In providing the Consulting Services, the Consultant willshall: (a) comply with all applicable federal, provincial, state, local municipal and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will shall result in a misrepresentation regarding the business of the Company; c) not disclose any information about the Company, its business, or its subsidiaries to anyone prior to the information being released to the general public, unless specifically given written permission to make the specific disclosure by the Company; d) exercise only such powers and perform such duties in relation to the business of the Company as may from time to time be vested in or assigned to it in writing by the Company and comply with all reasonable directions given to it by the Company in connection with the provision of the Services; e) not hold itself out as being able to commit the Company, or hold itself out as an agent, partner, joint venturer, employee, director or officer of the Company; and (cf) not discloseemploy any person in any capacity, release or publish contract for the purchase or rental of any information regarding service, article or material, nor make any commitment, agreement or obligation whereby the Company shall be required to pay any monies or other consideration without the Company's prior written consent of the Companyin each instance. 4.4 3.4 The Consultant will shall at all times be an independent contractor and the Consultant will shall not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * ----------------------------------------------- - The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Company, the Company's gold production propertiesproperties and its alternative fuel technologies. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * - The Consultant will assist management in their evaluation of business opportunities, particularly in the areas of mergers and acquisitions, to complement the Company's mineral resource properties and alternative fuel technologies. - The Consultant will consult with the Company concerning ongoing on-going strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource propertiesproperties and alternative fuel technology. * - The Consultant will be available to attend Board and Management meetings whenever necessary. (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 The Consultant shall devote his full time, attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.

Consultant Services. 4.1 3.1 The Consultant agrees to perform the following services and undertake the following responsibilities and duties to the Company to be provide provided by the Consultant to the Company as consulting services (the "Consulting Services").): (a) Corporate Planning and Business Development ------------------------------------------- * The Consultant will review the Company's business plan and make strategic recommendations that will enhance and optimize the development of the Companydevelopment, the Company's gold production properties. The Consultant will assist the Company in updating its business plan to reflect the recommendations adopted by the Company. * The Consultant will consult with the Company concerning ongoing strategic corporate planning and long-term investment policies with a focus on corporate value that can be translated into increased revenues and earnings from the Company's mineral resource properties. * The Consultant will be available to attend Board and Management meetings whenever necessary.administrative services, share issuances; (b) reporting to the President and/or Board of Company; (c) performing such other duties and observing such instructions as may be reasonably assigned from time to time by the President of the Company, provided such duties are within the scope of the Company's business and services to be provided by the Consultant. 4.2 3.2 The Consultant shall devote his full time, her part-time attention and energies to the business affairs of the Company as may be reasonably necessary for the provision of the Consulting Services, provided, however, the Consultant may engage in reasonable investment investment, working for other clients, and other personal activities that do not interfere with the Consultant's obligations hereunder. 4.3 3.3 In providing the Consulting Services, the Consultant will: (a) comply with all applicable federal, state, local and foreign statutes, laws and regulations; (b) not make any misrepresentation or omit to state any material fact that will result in a misrepresentation regarding the business of the Company; and (c) not disclose, release or publish any information regarding the Company without the prior written consent of the Company. 4.4 3.4 The Consultant will at all times be an independent contractor and the Consultant will not be deemed to be an employee of the Company. 4.5 3.5 The Consulting Services provided under this Agreement shall not include: (a) services in connection with the offer or sale of securities in a capital-raising transaction; (b) services that directly or indirectly promote or maintain a market for the securities of the Corporation including without limitation the dissemination of information that reasonably may be expected to sustain or raise or otherwise influence the price of the securities; (c) services providing investor relations or shareholder communications; (d) consultation in connection with financing that involves any issuance of the Company's securities, whether equity or debt.