EXHIBIT 10.1
CONSULTING AGREEMENT
WITH BIG SKY MANAGEMENT LTD.
Date: March 21, 2002 CONFIDENTIAL
XXXXXXXXX.XXX, INC.
0000 XXXXX XXXXXX
XXXXXXXXX, XX
X0X 0X0
Attention: Xxxxx Xxxxxx
Dear Sirs:
Re: Consulting Agreement
This letter agreement (the "Agreement") sets forth the terms and conditions
under which Xxxxxxxxx.xxx, Inc. (the "Company") has retained Big Sky Management
Ltd. ("Big Sky") to serve as the Company's financial consultant in connection
with the Company's organization and financing.
Duties of the Consultant
1. Big Sky will assist the Company in effecting the Company's organization
and financing on terms acceptable to the Company. In this regard, we
propose to undertake certain activities, including, if appropriate, the
following:
(a) assisting the Company in preparing and refining its business plan;
(b) identifying, introducing to, and consulting as to strategy for
initiating discussions with, potential investors; and
(c) assisting in the preparation and review of definitive documentation
in connection with the Company's organization and financing and
coordinating same with your legal counsel and accountants.
2. It is acknowledged by the Company that neither Big Sky nor any of its
representatives are registered with or licensed by any securities
commission or like authority as an underwriter, broker, dealer or
financial advisor and that the services to be provided by Big Sky to
the Company hereunder shall expressly not include trading in the
Company's securities (either as principal or agent), participating in
an offering of the Company's securities which is not exempted or
otherwise in compliance with the requirements of applicable securities
laws, or engaging in or professing to engage in the business of
advising others with respect to a purchase or sale of the Company's
securities.
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EXHIBIT 10.1
Consulting Fee
3. Subject to section 4 hereof, Big Sky's compensation for its role as
financial consultant will be the sum of US$1500 per month plus GST
payable of $105 (the "Consulting Fee"). Big Sky and the Company agree
that the Consulting Fee shall be payable to Big Sky, in arrears, from
the date of March 1st 2002 and on the 1st day of each month thereafter.
Termination
4. This agreement has no set term of engagement and can be terminated with
30 days notice by either party. It is expressly understood that the
provisions relating to the payment for the Expenses and the provisions
of the Indemnification Agreement (as those terms are defined herein)
will survive termination of this Agreement or the completion of Big
Sky's services hereunder.
Expenses
5. In addition to the foregoing fees the Company agrees, upon request from
time to time, to promptly reimburse Big Sky for all out-of-pocket
expenses, including, but not limited to, such costs as printing,
telephone, fax, courier service, copying, accommodations and travel and
direct computer expenses, and secretarial overtime ("Expenses").
Provision of Information and Indemnification Agreement
6. In connection with Big Sky's engagement, the Company and its directors,
officers, employees, representatives and agents will furnish Big Sky
with all data, material, and information concerning the Company (the
"Information") which Big Sky reasonably requests, all of which will be
accurate and complete in all material respects at the time furnished.
The Company recognizes and confirms that in undertaking the engagement
contemplated hereby, Big Sky will be using and relying exclusively on
the Information provided by the Company without independent
verification and without performing any appraisal of the assets or
businesses of the Company. Big Sky is hereby authorized to use and
deliver the Information, and any other data obtained by Big Sky from
reliable published sources, in accordance with this Agreement without
limitation. In connection with the engagement of Big Sky hereunder, the
Company has entered into a separate letter agreement (the
"Indemnification Agreement"), dated as of the date hereof, providing
for the indemnification of Big Sky and certain related parties by the
Company.
Relationship
7. In the performance of its obligations hereunder Big Sky shall be an
independent contractor of the Company. Big Sky shall perform the
services enumerated herein according to its own means and methods of
work and shall not be subject to the control or supervision of the
Company. The Company acknowledges that nothing in this Agreement shall
be construed to require Big Sky to provide services to the Company at
any specific time or in any specific place or manner.
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EXHIBIT 10.1
Miscellaneous
8. This Agreement and the Indemnification Agreement constitute the entire
agreement between us with respect to the subject matter hereof. This
Agreement and Indemnification Agreement shall be governed by and
construed in accordance with the laws of the Province of British
Columbia and the parties hereto irrevocably attorn to the exclusive
jurisdiction of the Courts thereof and the Courts of Appeal therefrom.
Should suit be brought to enforce this Agreement or the Indemnification
Agreement, the prevailing party shall be entitled to recover from the
other reimbursement for reasonable attorneys' fees.
9. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provision hereof and no waiver
shall constitute a continuing waiver. No waiver shall be binding unless
written notice thereof is delivered by the party making the waiver to
the other party.
10. The offer contained herein will expire and be of no further force or
effect unless accepted in writing prior to the close of business on
March 30th, 2002. .
Please confirm that the foregoing correctly sets forth our agreement by signing
and returning to us the enclosed duplicate copy of this Agreement together with
the Indemnification Agreement. We look forward to working with you and to the
successful conclusion of this engagement.
Yours very truly,
Big Sky Management Ltd.
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
President
Accepted and Agreed to as of
the 25th day of March, 2002.
Xxxxxxxxx.xxx, Inc.
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
President
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EXHIBIT 10.1
