Exhibit 10.25
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 1st day of October 2004
BETWEEN:
SIBERIAN ENERGY GROUP INC., a Corporation incorporated under the laws
of the State of Nevada ("The Corporation")
OF THE FIRST PART
-and-
ASPEN MANAGEMENT INC., a Corporation incorporated under the laws of
the Province of Ontario ("Aspen")
OF THE SECOND PART
Hereinafter referred to as the "Parties".
WHEREAS ASPEN is a management company operating in a Management and Financial
Advisory Capacity in Canada, the U.S. and offshore;
AND WHEREAS THE CORPORATION INC., wishes to contract Aspen for certain services
related to management, business development, acquisitions, financings and other
matters;
NOW THEREFORE THIS AGREEMENT WITNESSETH, that, in consideration of the mutual
covenants and agreements contained herein, other good and valuable consideration
and the sum of Two dollars ($2.00), the receipt of and adequacy of which is
hereby acknowledged, the Parties represent, warrant, covenant and agree as
follows:
1. DEFINITIONS
1.1 MANAGEMENT ASSISTANCE - Overall assistance with the management of The
Corporation, not limited to, but including the organization,
management, development, finances, operations, marketing and all
aspects of operations and exploration of technology acquisitions/joint
ventures.
1.2 FINANCING - Assisting with arranging financings for the development
and operation of the Corporation's development and potential
acquisitions and joint ventures.
1.3 BUSINESS DEVELOPMENT - Assisting with the evaluation, development
exploitation, and promotion of current and new business.
1.4 ASPEN - Aspen Management Inc.
1.5 CONSULTING FEE - The fee paid by The Corporation to ASPEN as outlined
in Section 4.1.
1.6 PRINCIPAL CONSULTANT - The ASPEN consultant who has been approved by
The Corporation to fulfill ASPEN'S duties hereunder.
2. CONSULTING ARRANGEMENTS
2.1 The Corporation hereby retains ASPEN as its consultant for the
consulting fee as defined in Section 4.1.
2.2 The duties of ASPEN under this consulting agreement are to provide
services required by the Corporation in respect of development and
management including but not limited to management, operations,
financings, securities, listing requirements, marketing and operation
of the Corporation as per the Corporation's direction and instruction.
ASPEN agrees to devote such time as required to the business of the
Corporation but not less than Thirty Six (36) hours per week.
2.3 Both Parties agree that all original records, files, correspondence
and business plans as well as any documents created by the Consultant
during the term of this agreement and used during this contract or a
renewed contract are and shall remain the property of the Corporation
and not ASPEN.
3. TERM
3.1 The initial term of this Agreement shall be one (1) year from October
1st 2004.
4. COMPENSATION AND RELATED MATTERS
4.1 (a) In consideration of the services contracted hereunder, The
Corporation agrees to pay ASPEN a monthly fee of Three Thousand
Dollars $3,000 (US) payable monthly in arrears. Any fees under
this contract to be accrued until suitable financing is arranged.
(b) Grant the Consultant the option to purchase under the terms and
conditions of the Company's 2004 Stock Option Plan (the "Plan")
all or any part of an aggregate of 150,000 shares of the
authorized and unissued $0.001 par value restricted common stock
of the Company ("Common Stock") as of the Effective Date (the
"2004 Option Shares"), subject to, and in accordance with,
Exhibit "A" and the terms and conditions set forth in this
Agreement (the "2004 Option"), at an exercise price of $0.16 per
share.
4.2 ASPEN shall be entitled to all reasonable pre-approved expenses
including auto expenses, incurred on behalf of any business undertaken
for The Corporation. Such approval to be obtained in writing and
detailed in accordance with agreed parameters.
5. TERMS AND CONDITIONS
5.1 ASPEN will invoice and the Corporation will pay within thirty (30)
days, any fees or expenses owed to ASPEN.
6. CONSULTING SERVICES
6.1 a) Provide services required by the Corporation in respect of ongoing
Development of the Business Plan.
b) Provide services required by the Corporation in respect of
developing financial budgets and acquiring financings.
c) Provide services required by the Corporation in respect of
developing its management.
d) Provide services required by the Corporation in respect of its
securities and listing requirements.
e) Provide services required by the Corporation in respect of
developing a marketing strategy for its securities.
f) Any other services required by the Chairman of the Corporation as
described in paragraph 1 herein.
7. COVENANTS OF THE CONSULTANT
7.1 ASPEN agrees to make available the services of Xxx Xxxxxxxx as the
Principal Consultant in order to fulfill its duties and obligation s
hereunder.
7.2 Xxx Xxxxxxxx in his personal capacity hereby acknowledges the
undertaking of the Consultant and agrees to execute the Agreement.
8. REPRESENTATIONS AND WARRANTIES BY THE CORPORATION
The Corporation represents and warrants to ASPEN as follows and
acknowledges and confirms that ASPEN are relying upon such representations
and warranties:
(a) ORGANIZATION: The Corporation is a company organized and validly
subsisting under the laws of the State of Nevada and has corporate
power to carry on its business as it is now being conducted.
(b) CORPORATE AUTHORITY: All requisite corporate action have been taken by
The Corporation to authorize the execution and delivery of this
Consulting Agreement as contemplated hereunder.
(c) COMPLIANCE WITH OTHER INSTRUMENTS: Neither the execution and delivery
of this Consulting Agreement, nor the consummation of the transactions
herein contemplated, will conflict with or result in a violation,
contravention or breach of any of the terms, conditions or provisions
of the Articles of Incorporation and any amendments thereto or the
by-laws of The Corporation or any agreement or instrument to which The
Corporation is a party, or by which ASPEN or The Corporation is bound
or, constitute a default thereunder of any statute, regulation,
judgement, decree or law, or result in the creation or imposition of
any mortgage, lien, charge or encumbrance of any nature whatsoever
upon any of the assets of The Corporation.
(d) DUE EXECUTION: The Consulting Agreement has been duly executed and
delivered by or on behalf of The Corporation and is a valid and
binding obligation of The Corporation.
9. GENERAL
9.1 NATURE OF COVENANTS, REPRESENTATIONS AND WARRANTIES: All statements
contained in this Consulting Agreement, in any certificate or other
instrument delivered by or on behalf of any of the Parties pursuant to
this Agreement or in connection with the transactions contemplated
hereby, shall be deemed to be covenants, representations and
warranties by any such Party hereunder.
9.2 ENTIRE AGREEMENT: This Agreement supersedes any prior Agreements,
understandings, Representations, Warranties or documents relating to
the subject matter of this Consulting Agreement.
10. ASSIGNMENT
This Agreement may not be assigned by any of the Parties without the prior
written consent of the other Parties.
11. TERMINATION
11.1 The Corporation may, by written notice to ASPEN, immediately terminate
this Agreement if:
(a) ASPEN shall at any time become or be unable properly to perform its
duties hereunder by reason of ill-health of its Principal Consultant
(whether mental of physical), accident or otherwise for a period or
periods aggregating at least 90 days in any 360 day period; or
(b) ASPEN shall (1) materially fail or neglect to discharge efficiently
and diligently its duties hereunder, or (2) be guilty of any material
breach of this Agreement, or (3) be guilty of serious misconduct or
any other conduct calculated or likely to affect prejudicially the
interests of the Corporation or,
(c) the Principal Consultant dies.
11.2 The Corporation may, by written notice to ASPEN, immediately terminate
this Agreement if the Corporation so desires provided however that any
such termination shall be without prejudice to any of the rights of
the Corporation, the Consultant or Xxx Xxxxxxxx, the Principal
Consultant except as expressly provided herein.
11.3 Should the Corporation terminate the Consulting contract pursuant to
paragraph 11.2 above, prior to expiry of One (1) year, the Corporation
shall pay to the Consultant in settlement of all claims arising from
such termination an amount equal to the consulting fees for the
balance of the contract.
12. MISCELLANEOUS PROVISIONS
12.1 All arrangements between The Corporation and ASPEN will be handled by
their respective Chief Executive Officers.
12.2 GENERAL: The Consulting Agreement (i) shall be construed and enforced
in accordance with the laws of Ontario; (ii) shall enure to the
benefit of and be binding upon the Parties hereto and their respective
heirs, executors, administrators, legal representatives, successors
and assigns, nothing in this Agreement, expressed or implied, being
intended to confer upon any other person any rights or remedies
hereunder; and (iii) may be executed in two or more counterparts, each
of which shall constitute one and the same instrument. This section
and other headings contained in this Agreement or in any Schedules
hereto are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Consulting Agreement.
12.3 COSTS AND EXPENSES: Save as otherwise specifically provided herein,
all costs and expenses incurred in connection with this Consulting
Agreement and the Transactions contemplated with it and the
transactions contemplated hereby shall be paid by the respective
parties.
12.4 TIME OF THE ESSENCE: Time shall be of the essence hereof.
12.5 FURTHER ASSURANCES: Each of the Parties hereto covenants and agrees
that at any time and from time to time after the effective date, such
Party will, upon the request of any other Party, do execute,
acknowledge and deliver all such further actions required for carrying
out the terms of this Consulting Agreement.
12.6 FINAL AGREEMENT: The Parties declare and acknowledge that it is their
intention that this Consulting Agreement be a legal, valid, binding
obligation of each of the Parties enforceable in accordance with its
terms, replacing any agreement, whether in writing or verbal, between
Aspen Management Inc., and The Corporation.
12.7 NON-DISCLOSURE AGREEMENT: This agreement is subject to a
non-disclosure agreement that has already been signed.
12.8 LEGAL APPROVAL: This agreement is subject to review and agreement by
the Corporate Attorney.
13. NOTICES
All notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given, if delivered in person,
telecopied, or mailed by certified registered mail, postage prepaid
If to THE CORPORATION Siberian Energy Group Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX, 00000, XXX
If to ASPEN 000 Xxxxxxxx Xxx Xxxx,
XX #0
Xxxx Xxxxxx, Xxxxxxx
X0X 0X0
Phone: 000-000-0000
Or to such other address as the Party to be notified shall have furnished to the
other Party in writing. Any notice given in accordance with the foregoing shall
be deemed to have been given when delivered in person or on the next business
day following the date on which it shall have been telecopied or mailed. During
any interruption of postal services, all notices must be delivered by courier or
personally,
IN WITNESS THEREOF, the Parties hereto have duly executed this Agreement as of
the day and date first above written.
SIBERIAN ENERGY GROUP INC.
/s/ Xxxxx Xxxxxx
Per:
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Xxxxx Xxxxxx
Chairman & CEO
ASPEN MANAGEMENT INC.
/s/ Xxxxxx Xxxxxxxx
Per:
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Xxxxxx Xxxxxxxx
President
Xxx Xxxxxxxx in his personal capacity hereby acknowledges and agrees to the
terms and conditions, representations, warranties and covenants of the
agreement.
/s/ Xxx Xxxxxxxx /s/ Xxxxx Xxxxxx
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Xxx Xxxxxxxx Witness
