SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
EXHIBITS
TO
Kalan Gold Corporation
10B
Agreement between the Company and Asean Gold Industries, Inc.
AGREEMENT
THIS AGREEMENT is entered into as of the date below by and between ASIAN
GOLD INDUSTRIES, INC., a Nevada corporation ("Asian Gold"), and KALAN GOLD
CORPORATION, a Colorado corporation ("Kalan"), regarding the proposed
arrangement described below.
WHEREAS, Asian Gold has an exclusive right and authority from the
Province of Lanao Del Norte, Mindanao, the Philippines, to build, construct, and
operate gold milling, smelting, and refining facilities in the Province of Lanao
Del Norte, Mindanao, the Philippines for a defined period of time, subject to
the laws of the Philippines and the regulations of the Government of the
Philippines and its agencies; and
WHEREAS, the parties wish to enter into an arrangement whereby Kalan will
perform or oversee the performance of certain activities on behalf of Asian
Gold; and
WHEREAS, Xx. Xxxxxxx Xxxxxxxxx, who is affiliated with the Kalan, is also
an affiliate of Asian Gold, which arrangement both parties hereto acknowledge
and approve; and
WHEREAS, Asian Gold believes that there are certain benefits to be
derived from employing the services of Kalan; and
WHEREAS, the parties wish to reduce the nature and scope of their
relationship to the terms of this Agreement and to be bound by the terms
thereby.
NOW THEREFORE, in consideration of the mutual promises and agreements
between the parties, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
(1) Kalan shall perform certain defined services for Asian Gold. These
services include:
(a) Consulting advice on the continuing development of Asian
Gold's business plan;
(b) Technical advice regarding the building, constructing, and
operation of the said gold milling, smelting, and refining facilities;
(c) Technical advice regarding the creation of a plan for the
conversion of such gold as may be produced by Asian Gold into gold jewelry and
the retail sale thereof; and
(d) Consultation in the identification and selection of key
management for Asian Gold's gold milling, smelting, and refining facilities and
retail gold sales facilities; and
(e) The actual day-to-day management of all gold milling,
smelting, and refining facilities under this Agreement.
(2) Asian Gold shall pay to Kalan, as compensation for services to be
performed by Xxxxx on behalf of Asian Gold, a total of fifteen percent (15%) of
all gross revenues of Asian Gold from all gold milling, smelting, and refining
facilities under this Agreement during the period in which Asian Gold owns such
rights. Asian Gold shall also reimburse Kalan for all out-of-pocket expenses
incurred by Xxxxx on behalf of Asian Gold regarding production costs, supplies,
staff. All payments will be hereunder shall be made on a monthly basis. Kalan
shall have the right, at its own expense, at any time, upon reasonable request,
to audit the books and records of Asian Gold to determine compliance with the
terms of this Agreement.
(3) At any time, and from time to time, after the date of this
Agreement, each party will execute such additional instruments and take such
action as may be reasonably requested by the other party to confirm or otherwise
to carry out the intent and purposes of this Agreement.
(4) Any failure on the part of any party hereto to comply with any of
its obligations, agreements or conditions hereunder may be waived in writing by
the party to whom such compliance is owed.
(5) Neither party has employed any brokers or finders with regard to
this Agreement unless otherwise described in writing to all parties hereto.
(6) All notices and other communications hereunder shall be in writing
and shall be deemed to have been given if delivered in person or sent by prepaid
first class registered or certified mail, return receipt requested to the last
known address of any party hereto.
(7) This Agreement may be executed simultaneously or in two or more
counterparts or by facsimile, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(8) This Agreement was negotiated and is being contracted for in the
State of Nevada, and shall be governed by the laws of the State of Nevada.
(9) This Agreement shall be binding upon the parties hereto and inure
to the benefit of the parties, their respective heirs, administrators,
executors, successors and assigns.
(10) This Agreement is the entire agreement of the parties covering
everything agreed upon or understood in the transaction. There are no oral
promises, conditions, representations, understandings, interpretations or terms
of any kind of condition or inducements to the execution hereof.
(11) If any part of this Agreement is deemed to be unenforceable the
balance of the Agreement shall remain in full force and effect.
(12) In the event that any dispute where to arise in connection with
this Agreement, all parties agree, prior to seeking any other relief at law or
equity, to submit the matter to binding arbitration in accordance with the rules
of the American Arbitration Association at a place to be designated by mutual
agreement of the parties, or failing agreement, at a place to be designated by
the American Arbitration Association.
IN WITNESS WHEREOF, the parties have executed this Agreement the 9th
day of February , 1998.
KALAN GOLD CORPORATION
By: ///Signed///
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Authorized Officer
ASIAN GOLD INDUSTRIES, INC.
By: ///Signed///
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Authorized Officer
