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EXHIBIT 10. (xviii)
[NEVADA MANHATTAN MINING, INC. LETTERHEAD]
April 30, 1997
Xx. Xxxxxx Xxxxxx XXX
British Far East Holdings Ltd.
00000 Xxxxxxxx Xxxxxx
Xxx Xxx, XX 00000-0000
RE: Financial and Management Services
Dear Xxxxxx:
This letter is intended to memorialize the agreement between Nevada
Manhattan Mining Incorporated (the "Company") and British Far East Holdings
Ltd. ("BFE").
On the terms and conditions which follow, BFE has agreed to provide the
personal services of Xxxxxx Xxxxxx XXX to the Company for a period of thirty-six
months commencing May 1, 1997. During this period, you will provide your
personal services requested from time to time by the Company and relating to
financial and management matters, including but not limited to decisions
relating to the Company's market makers, financial arrangements to be entered
into by the Company, proposed acquisitions of properties, selection of an Audit
Committee, and other matters generally affecting the financial affairs of the
Company. The Company also anticipates that you will participate as a
non-voting invitee at all meetings of the Board of Directors and shareholders'
meetings.
For the services to be rendered by you, the Company has agreed to pay
BFE $5,000 for the first three days of service per month and $1,000 for each
additional day of service. Payment will be made by the tenth day of the month
following the month during which services are rendered. The Company will also
reimburse BFE within five days of presentation of invoice any expenses incurred
by BFE in connection with the personal services
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rendered by you under this agreement. Any expenses in excess of $500 shall be
pre-authorized and approved by the Company. You will be entitled to travel first
class or business class on any international travel and business class on any
domestic travel requested by the Company.
The Company hereby grants BFE or its designee the right to purchase up
to 100,000 shares of its Common Stock. Commencing on the first day of the month
following the first twelve months of service, BFE shall be entitled to exercise
this warrant to the extent of thirty-three and one-third percent (33 1/3%) of
the shares which BFE is hereby entitled to purchase. Each successive
twelve-month period will vest an additional thirty-three and one-third percent
(33 1/3%) of such rights so that upon completion of the thirty-six month term,
BFE shall be entitled to purchase all shares granted pursuant to this warrant.
The purchase price per share for each share to be purchased under this warrant
shall be one hundred twenty percent (120%) of the current market price of $5.75
per share, subject to adjustment to account for any stock split, reverse stock
split, corporate reorganization, or similar events.
This agreement shall be for a term of thirty-six months and shall not be
terminated except "for cause." For the purposes of this agreement, the term "for
cause" shall mean any act or omission by you which would constitute misfeasance,
malfeasance, an illegal act, an act or acts considered ultra xxxxx, acts which
are detrimental to the Company or which constitute a breach of a fiduciary
duty. Provided an event does not occur creating a right to terminate this
agreement for cause, you and BFE shall be entitled to indemnification to the
same extent all directors and executive officers are entitled under the
Company's Bylaws.
In the event of any dispute or question of interpretation under this
agreement, the parties agree to submit the matter to arbitration before the
American Arbitration Association in Los Angeles County. Arbitration shall be
conducted in accordance with the Commercial Arbitration Rules then in effect.
Any determination by the arbitrator may be confirmed by the Los Angeles Superior
Court and enforced as a judgment upon confirmation. The arbitrator shall have
the discretion to award the prevailing party its costs and attorneys' fees
incurred in connection with such arbitration and confirmation proceedings.
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If the foregoing is consistent with your understanding of the agreement
which we have reached, please signify BFE's acceptance on the space provided for
below for signature.
Very truly yours,
NEVADA MANHATTAN MINING
By /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Chief Financial Officer
Agreed and Accepted
BRITISH FAR EAST HOLDING LTD
By /s/ XXXXXX XXXXXX XXX
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Xxxxxx Xxxxxx XXX
