EXHIBIT 4.8
MANAGEMENT AGREEMENT
THIS AGREEMENT made as of the 5th day of January, 1998
BETWEEN:
XXXXXX XXXXXX RESOURCES LTD., a company duly incorporated
pursuant to the laws of the Province of British Columbia and
having its offices located at 0000 Xxxxxx Xxxxx, Xxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXXXXXX XXXXXX CIACHURSKI, Businessman of 0000 Xxxxxx Xxxxx,
Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter called the "Manager")
OF THE SECOND PART
WHEREAS:
A. The Company is involved in the business of acquiring and
developing natural resource properties.
B. The Company wishes to retain the Manager to provide certain
services to the Company, and therefore enters into this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties
mutually covenant and agree as follows:
DUTIES OF THE MANAGER
1. The Manager will provide general Company administration and
control pursuant to the terms and conditions of this Agreement.
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2. The Manager will provide the following services to the
Company:
(a) administration of the day to day affairs of the Company and
any subsidiary;
(b) liaison with the Company's auditors, accountants and lawyers;
and
(c) co-ordination of the dissemination of news of the Company to
the public and to shareholders of the Company.
3. The Manager will, during the continuance of this Agreement,
devote sufficient employee time to the business of the Company and to any
subsidiary of the Company, for the performance of the said services faithfully,
diligently, to the best of the Manager's abilities and in the best interests of
the Company.
4. The term subsidiary as used herein means any company or
companies of which more than fifty percent of the outstanding shares carrying
votes at all times (provided that the ownership of such shares confers the right
at all times to elect at least a majority of the board of directors of such
company or companies) are for the time being owned by or held for the Company
and/or any other company in like relation to the Company and includes any
company in like relation to the subsidiary.
5. The term of this Agreement will be five (5) years commencing
December 1, 1997.
6. Provided that the Manager is not in default hereunder, after
the expiration of the initial five (5) year term, this Agreement will
automatically renew for a further one (1) year term, and will successively renew
for further one (1) year terms, unless the Manager or the Company gives the
other party notice of non-renewal at least sixty (60) days in advance of the
commencement of the next term, in which case it will terminate at the end of the
next term.
7. For the Manager's services under this Agreement, the Company
will pay a basic salary of $2,500 a month and reimbursement for all expenses
incurred in the course of performing the Manager's services.
8. Notwithstanding clause 7, the salary and expenses
reimbursement will be renegotiated in good faith, employing industry parameters,
upon each anniversary of this Agreement if notice is given by either party to
the other thirty (30) days prior to such anniversary that renegotiation is
desired. If agreement or a new formula cannot be reached, then the matter will
be determined by binding arbitration in accordance with the Commercial
Arbitration Act of British Columbia.
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RESTRICTIONS OF THE MANAGER
9. The Company acknowledges that the Manager may engage in other
businesses which reasonably may detract from, compete with, or conflict with the
Manager's duties to the Company without the consent of the Board of Directors,
provided that the Manager devote sufficient time to his duties as Manager of the
Company.
10. The Manager will not, except as authorized or required by the
Manager's duties, reveal or divulge to any person or companies any of the trade
secrets, secret or confidential operations, processes or dealings or any
information concerning the organization, business, finances, transactions or
other affairs of the Company, or of its subsidiaries, which may come to her
knowledge during the term of this Agreement and will keep in complete secrecy,
all confidential information entrusted to the Manager and will not use or
attempt to use any such information in any manner which may injure or cause loss
either directly or indirectly to the Company's business or may be likely so to
do. This restriction will continue to apply after the termination of this
Agreement without limit in point of time but will cease to apply to information
or knowledge which may come into the public domain.
REPORTING BY THE MANAGER
11. Upon request, the Manager will provide to the directors of the
Company, such information concerning the Company's businesses and activities as
the directors may reasonably require.
TERMINATION
12. This Agreement may be terminated by either party without
notice and damages sought if at any time:
(a) the other party commits a material breach of a provision of
this Agreement;
(b) the other party is unable or unwilling to perform the duties
under this Agreement;
(c) the other party commits fraud or serious neglect or misconduct
in the discharge of its or her duties hereunder or under the
law; or
(d) the other party becomes bankrupt or makes any arrangement or
compromise with its or her creditors.
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ASSIGNMENT
13. This Agreement may not be assigned by either party except with
the written consent of the other party.
GENERAL
14. Time will be of the essence of this Agreement.
15. The parties will from time to time after the execution of this
Agreement make, do, execute or cause or permit to be made, done or executed, all
such further and other acts, deeds, things, devices and assurances i law
whatsoever as may be required to carry out the true intention and to give full
force and effect to this Agreement.
16. This Agreement embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and undertakings,
whether oral or written, relative to the subject matter hereof.
17. The following rules will be applied in interpreting this
Agreement:
(a) this Agreement will enure to the benefit of and be binding
upon each of the parties hereto and their respective
successors and permitted assigns;
(b) any reference to the Company or Manager will include their
heirs, executors, administrators, successors and assigns;
(c) if any provision of this Agreement or any part of it is found
or determined to be invalid such provision will be severable
from this Agreement and the remainder of this Agreement will
be construed as if such invalid provision or part had been
deleted from this Agreement; and
(d) this Agreement and all matters arising under it will be
governed by the laws of British Columbia;
18. Any notice, direction or instrument required or permitted to
be given hereunder will be given in writing and be mailed, postage prepaid or
delivered by one party to the other at the addresses on page one. Any notice,
direction or other instrument if delivered will be deemed to be given or made on
the day on which it was delivered or if mailed, will be deemed to have been
given or made on the third business day following the day on which it was
mailed, provided that if there should be a postal strike, slow down or other
labor dispute which might affect the delivery of such notice then such notice
will only be effective if actually delivered. Any party may, from time to time,
give notice of any change of its respective address and, in such event, the
address of such party will be deemed to be changed accordingly.
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IN WITNESS WHEREOF the parties have executed this Agreement as
of the date first above written.
XXXXXX XXXXXX RESOURCES LTD. )
)
Per: )
)
-s- CLAUS ANDRUP )
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Authorized Signatory )
)
-s- XXX XXXXX )
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Authorized Signatory )
SIGNED, SEALED and DELIVERED by the )
Manager in the presence of: )
CLAUS ANDRUP )
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Name )
# 3 - 00000 000xx Xxxxxx )
MAPLE RIDGE, BC V2X IP5 ) -s- XXXXXXX XXXXXX CIACHURSKI
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Address ) XXXXXXX XXXXXX CIACHURSKI
BUSINESS MAN. )
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Occupation )
