CONSULTING AGREEMENT
This Agreement is made as of this March 11, 2003, by and between Visator, Inc.,
("the Company") a corporation duly organized and existing under the laws of
Florida, with offices at 000 Xxxx 00xx Xxxxxx, 0X, Xxx Xxxx, Xxx Xxxx 00000 and
Xxxx Xxxx ("the Consultant") with his address at Xxxxxxx Court, $503, Xxxxxx,
Xxx Xxxx 00000.
WHEREAS, the Company intends to purchase the primary assets of Ecovery, Inc.
which includes the Spring Valley Gold property, located in Nevada, with proven
recoverable gold reserves in excess of 1 million xxxx ounces.
WHEREAS, the Consultant will provide management and consulting services in the
mining industry and advise the Company's directors in maintaining its accounting
and business reporting records. The Consultant will use his best efforts to
assist the Company in obtaining contracts individuals in the mining industry
assist the Company in developing the Spring Valley Gold property. (collectively
all of such services shall be known as the "Consulting Services"). Services of
the Consultant shall not directly or indirectly promote or maintain a market for
the Company's securities and are not and will not be provided in connection with
a capital raising transaction for the Company.
WHEREAS, the Company wishes to retain the services of the Consultant on the
following terms and conditions:
1. The Company hereby retains the services of the Consultant for a period
of one year commencing on the date of the agreement is signed and may be
extended to a period of one year by the agreement of both parties. In
exchange for the Consulting Services, the Consultant shall receive
8,000,000 S-8 shares of the Company's common stock.
2. The Consultant shall, employing his best efforts, assist the Company by
the providing the services set forth above.
3. The Consultant shall be an independent contractor and shall have no
right or authority to assume or create any obligations or responsibility,
express or implied, on behalf of or in the name of the Company, unless
specifically authorized in writing by the Company. No provision of this
Agreement shall be construed to preclude consultant from pursuing other
projects.
4. The Consultant (including any person or entity acting for or on behalf
of the Consultant) shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any
acts or omissions of any kind, unless caused by the negligence or
intentional misconduct of the Consultant or any person or entity acting for
or on behalf of the Consultant.
5. This Agreement shall be binding upon the Company and the Consultant and
their successors and assigns.
8
6. If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever, (i) the
validity, legality and enforceability of the remaining provisions of this
Agreement (including, without limitation, each portion of any section of
this Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
7. No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both parties hereto. No waiver of any
other provisions hereof (whether or no similar) shall be binding unless
executed in writing by both parties hereto nor shall such waiver constitute
a continuing waiver.
8. This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which
shall constitute one and the same Agreement.
9. The Parties agree that should any dispute arise in the administration of
this Agreement, that the agreement shall be governed and construed by the
Laws of the State of New York.
10. This Agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understandings, agreement or
correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
VISATOR, INC.
By: /s/ Xxxx Xxxx By: /s/ Xxxxxxx Xxxxxxxx
----------------------- -------------------------
XXXX XXXX XXXXXXX XXXXXXXX
President
9
