EXHIBIT 4.4
CONSULTING AGREEMENT WITH XXXXX XXXXX
DATED JANUARY 19, 1996
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered
into this 19th day of January, 1996, by and between Xx. Xxxxx
Xxxxx, a Vancouver, British Columbia resident (the "Consultant"),
whose principal place of business is 00-0000 Xxxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0 and North Lily
Mining Company, a Utah corporation (the "Client") whose principal
place of business is 0000 Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX
00000.
WHEREAS
1. The Consultant is willing and capable of providing on
"best efforts" basis various consulting and financial public
relations services for and on behalf of the Client in connection
with the Client's interactions with broker-dealers, shareholders
and members of the general public.
2. The Client desires to retain the Consultant as an
independent consultant and the Consultant desires to be retained
in that capacity upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual promises and
agreements hereinafter set forth, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. Consulting Services. The Client hereby retains the
Consultant as an independent consultant to the Client and the
Consultant hereby accepts and agrees to such retention. The
Consultant shall render to the Client such services of an
advisory or consultive nature in order to inform the brokerage
community, and the general public concerning financial relations
matters relating to the Client and its business. It is the
intention of the parties that the Consultant will gather all
publicly available information relating to the Client and confer
with officers and directors of the Client in an effort to
consolidate the information obtained in summary form for
dissemination to interested parties. It is intended that the
Consultant will then distribute such information concerning the
Client to registered representatives of broker-dealers and other
person(s) who the Consultant determines, in its sole discretion,
are capable of effectively disseminating such information to the
general public. The Consultant will not provide any investment
advice or recommendations regarding the Client or anyone; rather,
the Consultant will focus on contacting persons, generally via
telephone communications and person-to-person meetings, in order
to familiarize them with information concerning the Client which
the Consultant has collected and is otherwise available to the
general public. Performance of the consulting services described
herein shall be accomplished by the Consultant.
2. Time, Place and Manner of Performance. The Consultant
shall be available for advice and counsel to the officers and
directors of the Client at such reasonable and convenient times
and
places as may be mutually agreed upon. Consultant agrees to
devote at least 50% of his time and efforts to the performance of
his obligations under this Agreement through April 30, 1996.
3. Term of Agreement. The term of this Agreement shall be from
the date hereof until April 30, 1996 subject; however, to prior
termination as herein provided.
4. Compensation. In consideration for the services to be
provided for the Client by the Consultant, the Client hereby
agrees to compensate the Consultant by issuing to the Consultant
250,000 (pre-rollback) shares of the Client's common stock
pursuant to an S-8 Registration as follows:
a. Client agrees to issue Consultant 100,000 shares of the
Client's common stock as soon as possible prior to January 26,
1996 pursuant to an S-8 Registration.
b. Client agrees pursuant to an S-8 Registration to issue
Consultant an additional 50,000 shares by March 15, 1996, and a
final 100,000 shares by April 30, 1996, all provided Client is
reasonably satisfied with Consultant's ongoing performance (post
rollback issuances will be one-tenth the above numbers). These
150,000 shares will be held by Xxxx Xxxxxxx of Vancouver, British
Columbia as escrow agent for delivery pursuant to Client's
instructions as above provided; Client and Consultant will hold
Xx. Xxxxxxx harmless.
5. Expenses. The Client shall reimburse the Consultant on
demand for reasonable expenses and other disbursements, including
but not limited to, travel, entertainment, mailing, printing and
postage, incurred by the Consultant on behalf of the Client in
connection with the performance of the consulting services
pursuant to this Agreement. Expenses and disbursements in excess
of $100.00 shall have the Client's prior approval.
6. Termination. This Agreement may be terminated at any time
after March 1, 1996 by Client without cause but only with 30 days
advance written notice.
7. Disclosure of Information. The Consultant recognizes and
acknowledges that it has and will have access to certain
confidential information of the Client and its affiliates that
are valuable, special and unique assets and property of the
Client and such affiliates. Consultant will trust same
confidentiality and use only for benefit of anyone but Client.
8. Nature of Relationship. It is understood and acknowledged by
the parties that the Consultant is being retained by the Client
in an independent capacity unless the Client shall have otherwise
consented in writing, not to enter into any agreement or incur
any obligation on behalf of the Client.
9. Conflict of Interest. The Consultant shall be free to
perform services for other persons, provided however, Consultant
shall devote at least 50% of its time and efforts to the
performance of its obligations under the Agreement. The
Consultant will notify Client in writing of its performance of
consulting services for any other person which would conflict
with its obligation under this Agreement. Upon receiving such
notice, the Client may terminate this Agreement or consent to the
Consultant's outside consulting services, failure to terminate
this Agreement shall constitute the Client's ongoing consent to
the Consultant's outside consulting activities.
10. Indemnification for Securities Law Violations. The parties
will indemnify each other for respective violations of securities
laws.
11. Notices. Any notices required or permitted to be given
under this Agreement shall be sufficient if in writing and
delivered or sent by registered or certified mail to the
principal office of each party.
12. Waiver of Breach. Any waiver by the Consultant of a breach
of any provision of this Agreement by the Client shall not
operate or be construed as a waiver of any subsequent breach
by the Client.
13. Assignment. This Agreement and the rights and obligations
of the parties hereunder shall inure to the benefit of and shall
be binding upon their successors and assigns but shall not be
assignable without consent.
14. Applicable Law. It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits
and special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State of Colorado even
if brought in British Columbia.
15. Severability. All agreements and covenants contained herein
are severable, and in the event any of them shall be held to be
invalid by any competent court, the Agreement shall be
interpreted as if such invalid agreements or covenants were not
contained herein.
16. Entire Agreement. This Agreement constitutes and embodies
the entire understanding and agreement of the parties and
supersedes and replaces all prior understandings, agreements and
negotiations between the parties.
17. Waiver and Modification. Any waiver, alteration or
modification of any of the provisions of this Agreement shall be
valid only if made in writing and signed by the parties hereto.
Each party, from time to time, may waive any of its rights
hereunder without effecting a waiver with respect to the
subsequent occurrences or transactions hereof.
18. Counterpart. This Agreement may be executed in
counterparts, each of which shall be deemed an original but both
of which taken together shall constitute but one and the same
document.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above
written.
CONSULTANT CLIENT
Xxxxx Xxxxx North Lily Mining Company
By: By:
Executive Vice-President
/s/ Xxxxx Xxxxx /s/ W. Xxxx Xxxx
Xxxxx Xxxxx W. Xxxx Xxxx
