Dated: August 8th, 2000; Amended July 9, 2001.
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BETWEEN:
SOLARA VENTURES INC.
OF THE FIRST PART
AND:
CREST GEOLOGICAL CONSULTANTS LIMITED
OF THE SECOND PART
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GEOLOGICAL CONTRACTING AGREEMENT
KEY PROPERTY
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GEOLOGICAL CONTRACTING AGREEMENT
--------------------------------
Dated August 8th, 2000; Amended July 9, 2001
Between
SOLARA VENTURES INC.
and
CREST GEOLOGICAL CONSULTANTS LIMITED
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INDEX
1.0 PROVISION OF SERVICES.................................................2
2.0 TERM..................................................................3
3.0 PAYMENT...............................................................3
4.0 SECRECY...............................................................4
5.0 GENERAL TERMS AND CONDITIONS..........................................4
SCHEDULE "A": The Property
SCHEDULE "B": Contractor Rates
GEOLOGICAL CONTRACTING AGREEMENT
THIS AGREEMENT made as of the 8th day of August, 2000; Amended July 9,
2001.
BETWEEN:
SOLARA VENTURES INC. a company incorporated under the laws of the
---------------------
Province of British Columbia and having an office at 0000-000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter called the "Company");
---------
OF THE FIRST PART
AND:
CREST GEOLOGICAL CONSULTANTS LIMITED a company incorporated under the
-------------------------------------
laws of the Province of British Columbia and having an office at 0000
Xxxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter called the "Contractor");
------------
OF THE SECOND PART
WHEREAS:
A. The Company is engaged in the business of natural resource
exploration and development;
B. The Company desires to perform exploration and development work on the
Key Property mineral claims (the "Property") situated in the Revelstoke Mining
----------
Division, British Columbia and more particularly described in Schedule "A"
hereto;
C. The Contractor is able to perform geological services for the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
mutual covenants and agreements herein contained the parties agree as follows:
1.0 PROVISION OF SERVICES
-------------------------------
1.01 The Company hereby agrees to retain the Contractor, on the terms and
conditions hereinafter set out, for the purpose of providing geological services
to the Company.
1.02 The Company shall pay the Contractor the rates set out in Schedule "B"
hereto and shall pay all of the Contractor's out of pocket expenses incurred in
connection with the services provided hereunder.
1.03 The Contractor shall provide to the Company all of the services
normally provided by professional geologists in the mining industry in Canada,
such services to include but not to be limited to the following:
(a) geological mapping and rock sampling, both on surface and
underground;
(b) supervision of crews carrying out geophysical, geochemical,
line-cutting and drilling services;
(c) property examination and evaluation;
(d) analysis of core or chips from drilling and compiling a core-log;
(e) analysis and interpretation of data from geochemical and
geophysical surveys; and
(f) preparing and writing progress reports and comprehensive summary
reports of exploration programs.
(g) the contractor shall undertake to provide and perform completed
exploration work on the Property as agreed.
--------
1.04 The status of the Contractor hereunder shall be that of an independent
contractor and, except as specifically provided in this agreement or directed in
writing by the Company, the Contractor shall not act or hold itself out as agent
for the Company or make commitments on its behalf. Subject to any specific
provisions of this agreement, the Contractor shall perform its services
hereunder in accordance with the directions of the Company as from time to time
communicated to it.
1.05 The Contractor shall perform its services and fulfil its obligations
hereunder in a sound and workmanlike manner, in accordance with sound mining and
engineering practices, and in compliance with all applicable federal, provincial
and municipal laws, by-laws, ordinances, rules and regulations and this
agreement.
2
1.06 The Contractor shall acquire and maintain adequate insurance for its
operations hereunder, and hereby forever indemnifies and saves the Company from
any and all liability that the Company may incur with respect to the
Contractor's performance hereunder.
2.0 TERM
--------------
2.01 This agreement shall be in effect commencing August 8, 2000 and shall
continue in effect for so long as that certain agreement (the "Property
---------
Agreement") dated as of August 8th, 2000 between the parties and C.R.C.
----------
Explorations Limited is in effect, and shall terminate at the time of
termination of the Property Agreement.
2.02 Upon termination of this agreement, both parties shall remain bound by
their respective obligations and liabilities in existence on the effective date
of termination.
3.0 PAYMENT
-----------------
3.01 The Contractor shall, by the 15th day of each month, submit an invoice
to the Company in an amount equal to the Contractor's fee and expenses
reasonably anticipated to be incurred in the subsequent calendar month. The
Company shall pay to the Contractor the full amount of the invoice within 5
business days of receipt.
3.02 Notwithstanding paragraph 3.01, the Contractor may, at any time,
submit an invoice to the Company in an amount equal to the Contractor's
reasonably anticipated costs of demobilizing its personnel and leaving the
Property in a safe condition in accordance with all applicable laws and
regulations. The Company agrees to pay the full amount of the invoice within 30
days of receipt.
3.03 If the Contractor fails to receive payment of an invoice within the
respective time set out therefor in paragraphs 3.01 and 3.02 hereof, the
Contractor may, without notice, in the case of paragraph 3.01 hereof terminate
the services provided by it hereunder at the end of the calendar month in which
the invoice was delivered to the Company, or in the case of paragraph 3.02
within 5 days following the 30 day period referred to therein.
3
3.04 At the end of each calendar month the Contractor shall submit to the
Company a statement of its fees and expenses actually incurred in such calendar
month, supported by receipts, vouchers and other reasonable verification
documentation. The Company shall pay to the Contractor within 7 days of receipt
of the statement and amount owing to the Contractor as adjusted for previous
advances.
4.0 SECRECY
-----------------
4.01 The Contractor shall hold in strict confidence and shall not make use
of, except for the benefit of the Company, all information about the Company's
affairs and its properties which is not in the public domain.
4.02 Nothing in this agreement shall prevent the Contractor from providing
services to third parties during the currency of this agreement, provided that
paragraph 4.01 is complied with and provided that such other work does not
interfere or conflict with the Contractor's services hereunder.
5.0 GENERAL TERMS AND CONDITIONS
--------------------------------------
5.01 The parties hereto hereby covenant and agree that they will execute
such further agreements, conveyances and assurances as may be requisite, or
which counsel for the parties may deem necessary to effectually carry out the
intent of this agreement.
5.02 This agreement shall represent the entire understanding between the
parties with respect to the subject matter hereof and no representations or
inducements have been made save as herein set forth. No changes, alterations, or
modifications of this agreement shall be binding upon either party until and
unless a memorandum in writing to such effect shall have been signed by both
parties hereto.
5.03 The titles to the articles to this agreement shall not be deemed to
form part of this agreement but shall be regarded as having been used for
convenience of reference only.
5.04 The schedules, if any, to this agreement shall be construed with and
as an integral part of this agreement to the same extent as if they were set
forth verbatim herein.
4
5.05 All references to dollar amounts contained in this agreement are
references to Canadian funds.
5.06 This agreement shall be governed by and interpreted in accordance with
the laws in effect in British Columbia, and is subject to the exclusive
jurisdiction of the Courts of British Columbia.
5.07 This agreement may be assigned by either party, subject to the prior
written consent of the non-assigning party, such consent not to be unreasonably
withheld, and further subject to the assignee delivering to the non-assigning
party an executed counterpart of this agreement.
5.08 All payments made and notices given under this agreement shall be made
or given to the parties at their respective addresses given on page 1 of this
agreement and shall not be effective until actually received.
IN WITNESS WHEREOF this agreement has been executed by the parties
hereto as of the day and year first above written.
THE CORPORATE SEAL of )
SOLARA VENTURES INC. )
was hereunto affixed in the presence of: )
) C/S
)
Xxxxx Xxxxxxx )
--------------------------------------- )
)
--------------------------------------- )
THE CORPORATE SEAL of CREST )
GEOLOGICAL CONSULTANTS LIMITED )
was hereunto affixed in the presence of: )
) C/S
)
Xxxxx Xxxxx )
--------------------------------------- )
)
--------------------------------------- )
5
SCHEDULE "A"
TO THE GEOLOGICAL CONTRACTING AGREEMENT DATED THE 8TH DAY OF AUGUST,
2000; AMENDED JULY 9, 2001 BETWEEN SOLARA VENTURES INC. OF THE FIRST
PART AND CREST GEOLOGICAL CONSULTANTS LIMITED OF THE SECOND PART
THE "PROPERTY"
MINING DISTRICT: Revelstoke
AREA: Xxxxxx Creek
N.T.S. 082 M/08W
Claim Name Tenure Number Units Anniversary Date
---------------- ------------------- ----------- ---------------------
Key 1 377803 20 June 11, 2005
Key 2 377804 20 June 12, 2005
Key 3 380037 10 August 31, 2005
SCHEDULE "B"
TO THE GEOLOGICAL CONTRACTING AGREEMENT DATED THE 8TH DAY OF AUGUST,
2000; AMENDED JULY 9, 2001 BETWEEN SOLARA VENTURES INC. OF THE FIRST
PART AND CREST GEOLOGICAL CONSULTANTS LIMITED OF THE SECOND PART
CONTRACTOR RATES
CLAIM STAKING $105.00 PER UNIT
GEOLOGICAL TECHNICIANS (FIELD) $275.00 PER MAN DAY
FIELD LABOUR (FIELD) $250.00 PER MANDAY
GEOLOGICAL MAPPING (FIELD) $350.00 PER MANDAY
PROSPECTING $275.00 PER MAN DAY
TRANSIT SURVEYING $1000.00 PER DAY
GRID CONSTRUCTION $275.00 PER KM
I.P. STANDARD LINE CUTTING $650.00 PER KM
GEOCHEMICAL SURVEYS $250.00 PER KM
MAGNETOMETER/VLF SURVEYS $550.00 PER DAY
MANAGEMENT/OFFICE OVERHEAD 10% OF EXPENDITURES
GEOLOGICAL/GEOCHEMICAL/GEOPHYSICAL
INTERPRETATIONS/REPORT WRITING, OFFICE EQUIPMENT $60.00 PER HOUR
CLAIM STAKING (CONTRACT) AT COST PLUS 10%
GEOLOGICAL CONSULTING (CONTRACT) AT COST PLUS 10%
GEOPHYSICAL SURVEYS/INTERPRETATIONS (CONTRACT) AT COST PLUS 10%
ENGINEERING REPORTS (CONTRACT) AT COST PLUS 10%
BLASTING AND TRENCHING (CONTRACT) AT COST PLUS 10%
DIAMOND DRILLING (CONTRACT) AT COST PLUS 10%
