CONSULTING AGREEMENT
THIS AGREEMENT is made this 17th day of February 2003.
BETWEEN:
ALBERTA STAR DEVELOPMENT CORP., a body duly incorporated, and
having its office at Suite #200 - 000 X. Xxxxxxxx Xx., Xxxxxxxxx,
XX X0X 0X0, Xxxxxx
(hereinafter called the "Company")
OF THE FIRST PART
AND:
NATIONAL MEDIA ASSOCIATES a body corporate under the laws of the
State of California, having an office at 0000 Xxxxx Xxxx Xxxx.,
Xxxxx 000, Xx Xxxxxx, Xxxxxxxxxx, 00000, U.S.A.,
(hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Consultant is a firm carrying on the business of providing
financial relations, media relations and public market development services for
emerging gold exploration companies.
B. The Company is desirous of retaining the consulting services of
the Consultant on a fixed term basis and the Consultant has agreed to serve
the Company as an independent contractor upon the terms and conditions herewith
set forth;
FOR VALUABLE CONSIDERATION it is hereby agreed as follows:
1. The Consultant shall provide focused financial relations, media
relations and arket development consulting services to the Company, such
duties to include:
- (To assist management, as requested, to disseminate the
Company's news releases to specifically targeted investors, brokers, equity
managers, and financial advisory newsletters - with follow-ups and response
devices;
- ( To introduce the Company to a resource-oriented retail,
brokerage, and money manager community through programmed contacts, mailings,
and management meetings;
(To expose the company as a high-quality, low-cost resource to
financial advisory media and business press through programmed media
development activities;
- (These actions are SUBJECT ALWAYS to the control and direction
of the Board of Directors of the Company.
2. The Company shall provide to Consultant copies of all proposed
literature prior to the dissemination of such literature to any third parties
and the Consultant shall not disseminate any such materials or documents
without the prior approval of the Company.
3. The term of this Agreement shall be for a period of twelve
months (12 months) from the date of this Agreement, subject to cancellation at
any time after the first four months upon presentation of 30 days' notice in
writing.
4. The fees for services shall be computed at a monthly rate of US
$2,500.00 (Two Thousand Five Hundred Dollars in lawful United States currency)
with the first installment payable upon the execution of this contract, and
each subsequent monthly fee component being payable promptly in subsequent
30-day intervals. Company shall issue a corporate stock option to Consultant
for 200,000 shares, set at $.22 each and valid for a three-year term, subject
to the approval of regulatory authorities.
5. The Consultant shall be responsible for the payment of its
income taxes or GST as shall be required by any governmental entity with
respect to compensation paid by the Company to the Consultant.
6. During the term of this Agreement, the Consultant shall provide
its services to the Company primarily through Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx
and the Consultant shall ensure that they will be available to provide such
services to the Company in a timely manner subject to his availability at the
time of the request.
7. Consultant shall xxxx all expenses of routine communications,
including phone, postage, fax, etc., on an itemized and documented basis. For
material expenses exceeding in any single instance US $1,000 for any
dissemination or distribution programs or related expenses, specific approval
shall be sought in writing prior to incurring such expenses, and these will be
paid in advance by Company prior to being incurred.
8. The Consultant shall not, either during the continuance of its
contract hereunder or any time thereafter, disclose the private affairs of the
Company and/or its subsidiary or subsidiaries, or any secrets of the Company
and/or its subsidiary or subsidiaries, to any person for its or their own
personal benefit or purposes whether or not to the detriment of the Company
and shall not use any information it may acquire in relation to the business
and affairs of the Company and/or its subsidiary or subsidiaries for its own
benefit or purposes, or for any purpose other than those of the Company as
more particularly described in paragraph 1 above. The Consultant acknowledges
that any breach of these provisions may result in damages to the Company which
are difficult to measure monetarily, and hereby waives any defense to any
application made by the Company for injunctive relief, in addition to any
other legal remedy available to the Company.
9. The Company agrees to indemnify and save the Consultant harmless
from any loss, costs or expenses incurred as a result of or arising out of the
Consultant's dissemination or publication of any documents or literature
issued or approved in writing by the Company in accordance with the provisions
of paragraph 2 of this Agreement, in the event that it is established by a
Court of competent jurisdiction that such materials contain material
misrepresentations or false or misleading information, or omit to state a
material fact necessary to prevent a statement that is made from being false
or misleading.
10. The Consultant shall well and faithfully serve the Company or
any subsidiary as aforesaid during the continuance of its employment hereunder
and use its best efforts to promote the interests of the Company.
11. This Agreement may be terminated forthwith by the Company
without prior notice if at any time:
(a) The Consultant shall commit any breach of any of the provisions
herein contained; or
(b) The Consultant shall be guilty of any misconduct or neglect in
the discharge of its duties hereunder; or
(c) The Consultant shall become bankrupt or make any arrangements or
composition with its creditors; or
(d) If both Xxxxxx Xxxxxx and Xxxxxxx Xxxxxx shall become of unsound
mind or be declared incompetent to handle his own personal affairs.
12. The Company is aware that the Consultant has now and will
continue to have business interests in other companies and the Company
recognizes that these companies will require a certain portion of the
Consultant's time. The Company agrees that the Consultant may continue to
devote time to such outside interests, PROVIDED THAT such interests do not
conflict with, in any way, the time required for the Consultant to perform its
duties under this Agreement.
13. The services to be performed by the Consultant pursuant hereto
are personal in character, and neither this Agreement nor any rights or
benefits arising thereunder are assignable by the Consultant without the prior
written consent of the Company.
14. Any notice in writing or permitted to be given to the Consultant
hereunder shall be sufficiently given if delivered to the Consultant
personally or mailed by registered mail, postage prepaid, addressed to the
Consultant at its last business address known to the Secretary of the Company.
Any such notice mailed as aforesaid shall be deemed to have been received by
the Consultant on the first business day following the date of the mailing.
Any notice in writing required or permitted to be given to the Company
hereunder shall be given by registered mail, postage prepaid, addressed to the
Company at the address shown on page 1 hereof. Any such notice mailed as
aforesaid shall be deemed to have been received by the Company on the first
business day following the date of mailing. Any such address for the giving
of notices hereunder may be changed by notice in writing given hereunder.
15. The provisions of this Agreement shall inure to the benefit of
and be binding upon the Consultant and the successors and assigns of the
Company. For this purpose, the terms "successors" and "assigns" shall include
any person, firm or corporation or other entity which at any time, whether by
merger, purchase or otherwise, shall acquire all or substantially all of the
assets or business of the Company.
16. Every provision of this Agreement is intended to be severable.
If any term or provision hereof is illegal or invalid for any reason
whatsoever, such illegality or invalidity shall not affect the validity of the
remainder of the provisions of this Agreement.
17. This Agreement is being delivered and is intended to be performed
in the Province of British Columbia and shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws
of such Province. This Agreement may not be changed orally, but only by an
instrument in writing signed by the party against whom or which enforcement of
any waiver, change, modification or discharge is sought.
18. This Agreement may be executed by original or facsimile
signature in as many counterparts as may be necessary, each of which so
executed shall be deemed to be an original and such counterparts together
shall constitute one and the same instrument and notwithstanding the date of
execution, shall be deemed to bear the date as set forth above.
IN WITNESS WHEREOF this Agreement has been executed as of the
day, month and year first above written.
THE COMMON SEAL of )
ALBERTA STAR DEVELOPMENT CORP. ) c/s
hereto affixed in the presence of:)
)
----------------------------------) per: -----------------------------
) Authorized Signatory
)
----------------------------------) -----------------------------
Date
SIGNED, SEALED AND DELIVERED by )
NATIONAL MEDIA ASSOCIATES )
by its authorized signatory ) NATIONAL MEDIA ASSOCIATES
in the presence of )
)
---------------------------------) per: ----------------------------
Signature of Witness ) Authorized Signatory
)
---------------------------------) ----------------------------
Address of Witness ) Date
