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CONSULTING AGREEMENT
THIS Agreement is made, and is effective on, the date subscribed below, by
and between OREX GOLD MINES COPORATION, 0000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx 000,
Xxxxx Xxxxxx, Xxxxxxx, (hereinafter referred to as "OREX) a Delaware
corporation, and
MICRON MINING COMPANY
#507, $37 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Its agents and affiliates (hereinafter referred to as "CONSULTANT") and is
entered Into in respect to the following facts:
R-E-C-I-T-A-L-S
WHEREAS, OREX and CONSULTANT desire to enter an Agreement for the
performance by CONSULTANT of professional services in connection with acquiring
mining property and equipment, but not limited to review of all permits and ELM
claims, etc.
WHEREAS, CONSULTANT has considerable knowledge and experience related to
the mining industry.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
convenants and Agreements hereinafter set forth, the Parties hereto intending to
be legally bound do hereby agree as follows:
1. EFFECTIVE DATE/TERM:
This Agreement shall become effective on the execution hereof and
shall remain in full force and effect for six (6) months from the date
subscribed hereon, unless terminated as provided herein.
2. INDEPENDENT CONTRACTOR:
In performing these Services, CONSULTANT shall act as an Independent
Contractor and not as an agent or employee of OREX, CONSULTANT shall
also comply, at its own expense, with all applicable provisions of
Worker's Compensation laws, federal social security law, the Fair
Labor Standards Act, and all other applicable federal, state and local
laws and regulations relating to terms and conditions of employment
required to be fulfilled by employers.
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3. WORK PRODUCT TO BE PROPERTY OF OREX:
All proposals, research, records, repods, recommendations, prospectus,
graphs, evaluations, forms, reviews, information, data, and written
material originated or prepared by CONSULTANT shall be the exclusive
property of OREX and CONSULTANT shall relinquish all rights, title and
interest in and to such material.
4. COMPENSATION:
Orex Gold Mines Corporation shall deliver to CONSULTANT One Million
Four Hundred Thousand (1,400,000) Capital Shares of OREX-free-trading
with preemptive rights, after completion date (August 6, 1 999) set
herein, no later than ten business days thereafter.
5. PROPRIETARY INFORMATION:
Any prospectus, specifications, drawings, sketches, models, samples,
tools, computer programs, technical information, confidential
business, customer or personnel information or data, written, oral or
otherwise (all hereinafter referred to as "Information"), obtained by
CONSULTANT from . OREX or developed by CONSULTANT hereunder or in
contemplation hereof shall remain OREX property, Further, no financial
information shall be released without written consent from OREX, All
copies of such information in written, graphic or other tangible form
shall be returned to OREX upon request, unless such information was
previously known to CONSULTANT free of any obligation to keep it
confidential or has been or is subsequently made public by OREX or a
third party, it shall be kept confidential by CONSULTANT, shall be
used only in performing hereunder, and may be used for other purposes
only upon such terms as may be agreed upon in writing.
6. BUSINESS PURPOSE AND NON CIRCUMVENTION:
The Parties hereto acknowledge and agree that the provision of
Confidential Information tendered by both Parties hereunder and any
discussions held in connection with OREX Business Purpose shall not
prevent OR EX from pursuing similar discussions with third Parties;
provided, however, such discussions shall not include Confidential
Information provided by CONSULTANT in any form whatsoever. OREX agrees
not to have discussions regarding the Business Purpose with any third
party which would circumvent CONSULTANT's involvement with OREX. Any
estimates to forecasts provided by either Party to the other are not
and shall not be deemed to constitute commitments of any kind or
nature.
7. NON-EXCLUSIVE RIGHTS:
It is expressly understood that the Agreement does not grant
CONSULTANT an exclusive privilege to furnish to OREX any or all of the
services which are subject of this Agreement, which OREX may require.
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OREX expressly reserves the right to contract with others for services
comparable or identical to the services which are subject of this
Agreement.
8. COMPLIANCE WITH LAWS:
CONSULTANT agrees that they will comply with all applicable federal,
state and local laws, regulations and codes in the performance of
this Agreement. CONSULTANT further agrees to indemnify OREX for any
loss or damage that may be sustained by reason of CONSULTANT'S failure
to comply with such federal, state and local laws, regulations and
codes in the performance of this Agreement.
9. GOVERNING LAW:
This Agreement shall be construed in accordance with the domestic laws
of the Sate of Florida.
10. WAIVERS OF DEFAULT:
Waiver by either Party of any default by the other Party shall not be
deemed a waiver by such Party of any other default.
11. NOTICES:
All notices and other communications shall be in writing and shall be
addressed to the Parties as set forth below:
If to OREX:
OREX GOLD MINES CORPORATION
0000 Xxxxx xx Xxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
If to CONSULTANT:
MICRON MINING COMPANY
#000, 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0XX
ATTN: Amess Xxxxxxx
12. ENTIRE AGREEMENT;
This Agreement constitutes the entire Agreement between the Parties
with respect to the subject matter herein. No provision of this
Agreement shall be deemed waived, amended or modified by either Party,
unless such waiver, amendment or modification, is in writing and
signed by the authorized representative of the Party against whom it
is sought to enforce such waiver, amendment or modification.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their respective duly authorized representatives.
DATED: February 8, 1999
COMPANY: CONSULTANT:
OREX GOLD MINES CORPORATION MICRON MINING COMPANY
By: /s/ BY: /s/
XXXXXX XXXXXXXXXX, President XXXXXX XXXXXXX
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