EXHIBIT 10.18
AGREEMENT
This agreement entered into as of the 8th day of January 2001, by and between
Can-Cal Resources, Ltd. ("Can-Cal"), a Nevada Corporation, and S. Xxxxx
Xxxxxxxxxx ("Xxxxxxxxxx").
Whereas, Can-Cal is in the process of testing and attempting to recover precious
metals from its volcanic cinders material, and
Whereas, Can-Cal owns other mineral deposits which are prospective for the
existence of precious metals, and
Whereas, Ballantyne is a geological consultant and has acted as an independent
consultant to Can-Cal pursuant to an oral understanding, and
Whereas, Ballantyne has been responsible for supervising an/or coordinating
Can-Cal's activities in connection with its volcanic cinders material and
performed numerous tests and other procedures both alone and in conjunction with
others and has caused assays or various types to be done by others, and
Whereas, Ballantyne is intimately familiar with Can-Cal's volcanic cinder
material and its properties and composition, and
Whereas, Can-Cal and Ballantyne desire to enter into a written agreement
providing for Ballantyne's services to Can-Cal and protecting Can-Cal's
proprietary information,
Now, therefore, in consideration of the premises and other good and valuable
consideration, receipt whereof is hereby acknowledged,
Now, therefore, it is agreed as follows:
1. Can-Cal hereby retains the services of Ballantyne and Ballantyne
agrees to render services to Can-Cal as a consultant to advise and
assist it on a daily basis in its business and operations, principally
with respect to its volcanic cinder material. Ballantyne shall perform
such services and activities reasonably requested of him. Those
services and activities shall include, but not be limited to,
evaluating Can-Cal's volcanic cinder material, performing sampling,
testing, producing and extractions from that material and meeting and
consulting with such persons as Can-Cal may request in connection with
those activities. Ballantyne shall utilize his best efforts,
experience and skill to assist and advise Can-Cal in its business and
operations.
2. Ballantyne shall report directly to Xxxxxx X. Xxxxx, President of
Can-Cal and liaise with such other persons, including other officers
and directors of Can-Cal, as Xxxxxx X. Xxxxx may request.
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3. Can-Cal shall pay Ballantyne for his services $3,400 U.S. every two
weeks, in advance. In the event that Ballantyne is unable, for any
reason, including sickness or disability, to perform services for
Can-Cal pursuant to this agreement, Can-Cal and Ballantyne shall in
good faith agree upon appropriate adjustments to amounts due
Ballantyne.
4. Ballantyne shall devote his full time to Can-Cal's business and
operations and shall not perform services for any other person during
the term of this agreement or be engaged in any other business
activity. The services to be rendered each day shall consist of
whatever work needs to be accomplished and it is anticipated that
services rendered each day will likely exceed 8 hours per day.
However, the parties also recognize that because of the importance of
the work currently being done by Can-Cal that Ballantyne may be
required to work more than 10 days during every two-week period. The
shares to be issued to Ballantyne and the option to purchase shares
that may be granted to Ballantyne pursuant to this agreement are
agreed to constitute full compensation to Ballantyne for those
services.
5. Can-Cal will pay all Ballantyne's ordinary out of pocket living
expenses while he is rendering services for Can-Cal, such as food,
transportation and incidentals. Can-Cal will also use its best efforts
to make a vehicle available to Ballantyne at such times as it may be
necessary.
6. Ballantyne shall, at all times, be and function as, an independent
contractor. Can-Cal shall not be responsible for any expenses or
obligations of Ballantyne other than as provided in this agreement.
7. Can-Cal will provide medical coverage for Ballantyne during the term
of this agreement as he and Can-Cal shall agree upon.
8. During the term of this agreement Ballantyne will be based in
Vancouver, B.C. Can-Cal will pay, or reimburse Ballantyne for the cost
of a round trip airplane ticket between Vancouver, B.C. and Las Vegas,
Nevada for Ballantyne to return to Vancouver or his wife to come to
Las Vegas, every five weeks. Ballantyne agrees to schedule any such
trip to obtain the lowest cost ticket with an advance reservation on a
scheduled airline. The present cost of such a ticket is approximately
$250 U.S. Can-Cal shall be under no obligation to pay any of costs of
such trips other that the airplane ticket or an equivalent amount in
the event Ballantyne drives to or from Vancouver. In the event
Ballantyne is required to return to Vancouver at any other time for
any other reason, including family requirements, illness or death,
Ballantyne will bear the cost of any such trips.
9. At the termination of this agreement, as additional consideration for
services rendered by Ballantyne pursuant to this agreement, Can-Cal
shall issue to Ballantyne or his assignee 10,000 shares of its common
stock, which shall be fully paid and non-assessable. Such shares will
be "restricted securities" as that term is defined in Rule 144
promulgated pursuant to the Securities Act of 1933 and appropriate
stop transfer instructions will be issued to Can-Cal's stock
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transfer agent. Ballantyne will execute a stock subscription agreement
and other documentation reasonably required by Can-Cal to insure
compliance with all applicable securities laws.
10. In the event that Can-Cal is producing, or is able to produce precious
metals from its volcanic cinder material on an economic basis during
the term of, or at the termination of, this agreement or any extension
thereof, Can-Cal will issue to Ballantyne or his assignee an option to
purchase up to 40,000 shares of its common stock. Can-Cal's Board of
Directors shall make the final determination of whether Can-Cal is
producing precious metals on an economic basis or is able to do so.
The option, if granted, shall be for a period of 3 years and the
exercise price shall be the closing price of Can-Cal's common stock on
January 8, 2001. The option shall include standard anti-dilution
provisions and both the granting of the option and shares issued
pursuant to the exercise of the option shall be subject to compliance
with all applicable securitieslaws.
11. The term of this agreement shall be from January 8, 2001 through April
30, 2001. Can-Cal shall have the right to extend this contract for an
additional 12 weeks by written notification to Ballantyne at any time
prior to April 15, 2001. Termination of this agreement by either party
shall be only for cause or for a breach of the agreement by the other
party.
12. Ballantyne warrants that he is under no contractual or other
restrictions of obligations that will in any way limit his activities
on behalf of Can-Cal.
13. Ballantyne recognizes and acknowledges that he has had, and will have,
access to confidential information belonging to Can-Cal and that such
information constitutes confidential, valuable, special and unique
property of Can-Cal. Confidential information includes, but is not
limited to, procedures, processes, methods, formulas, ideas, trade
knowledge plans, innovations and improvements utilized by Can-Cal in
the treating, testing, processing, extracting, and producing of
precious metals from its volcanic cinders material; the assaying
evaluating obtaining results from metals produced; all information
obtained from any third person regarding that material composition and
all other information regarding that material which Can-Cal has not
publicly released. Ballantyne acknowledges that disclosure of any such
confidential information could cause Can-Cal irreparable damage.
Ballantyne agrees that he will not, during or after the term of this
agreement, disclose any of such confidential information to any
person, firm or any other entity for any reason or purpose whatsoever,
without the express permission of Can-Cal.
14. Upon the termination of this agreement Ballantyne will return to
Can-Cal all confidential information in his possession and control.
15. Any controversy or claim arising out of or relating to this agreement
or any actual or any alleged breach thereof, shall be settled by
arbitration conducted in the City of Las Vegas. The parties, or
counsel for the parties, shall attempt to agree on one arbitrator from
the American Arbitration Association to act as arbitrator. The
arbitrator selected shall have experience in mining or in the
production of metals,
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and, if possible, with emphasis on precious metals. In the event the
parties or counsel for the parties are unable to agree on the
selection of such arbitrator, the arbitrator shall be designated by a
Judge of the Eighth Judicial District Court of the State of Nevada,
upon written request of the parties. Any decision of the arbitrator
shall be binding and may be confirmed in any court of competent
jurisdiction.
16. This agreement supersedes all prior agreements, written or oral,
between Can-Cal and Ballantyne and shall constitute the only agreement
covering Ballantyne's services. No provision of this agreement shall
be changed or modified except by an amendment to this agreement signed
by both parties.
17. This agreement shall be binding upon the parties hereto, their
successors, assigns, heirs, executors, personal representatives and
corporations and other persons succeeding to their rights and
obligations.
18. This agreement shall be governed by the laws of the State of Nevada.
/s/ Xxxxxx X. Xxxxx March 9, 2001
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Can-Cal Resources Ltd. Date
By: Xxxxxx X. Xxxxx, President
/s/ S. Xxxxx Xxxxxxxxxx March 9, 2001
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S. Xxxxx Xxxxxxxxxx Date
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