EXHIBIT NO. 3.5
MANAGEMENT SERVICES CONTRACT
THIS AGREEMENT is dated for reference the 19th day of July, 1994.
BETWEEN: STIRRUP CREEK GOLD LTD.
000-0000-000xx Xxxxxx
Xxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(the "Company") OF THE FIRST PART
AND: XXXXX X. XXXXXX
0000 Xxxxxx Xxxxxx
Xxxxx Xxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
("Reaugh") OF THE SECOND PART
WHEREAS the Company wishes to retain Reaugh to provide management services to
it on the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises
and of the covenants and agreements hereinafter contained, the parties hereto
have agreed as follows:
1. APPOINTMENT
1.01 The Company hereby retains Reaugh to provide general management
services to the Company under the direction of the Company's board of
directors, and Reaugh hereby agrees to provide such services and perform the
duties required of it in accordance with the terms of this Agreement.
2. TERM
2.01 The term of this Agreement shall commence on the first day of the
month in which the shares of the Company are listed, posted and called for
trading on the Vancouver Stock Exchange, and shall continue on a
month-to-month basis thereafter until terminated in accordance with the terms
hereof.
2.02 This Agreement may be terminated by either party upon 30 days'
written notice to the other party.
3. REMUNERATION
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3.01 The Company shall pay to Reaugh for all services rendered hereunder:
(a) the sum of $2,000 per month commencing with the first month of term
of this agreement as set forth in paragraph 2.01; and
(b) the sum of all out-of-pocket expenses incurred on behalf of the
Company.
3.02 The amount payable to Reaugh hereunder may be altered from time to
time during the term of this Agreement by mutual agreement between the
parties, provided however that any upward adjustment to the amount payable is
subject to the prior approval of the Vancouver Stock Exchange.
3.03 In addition to payments referred to in paragraphs 3.01 and 3.02,
Reaugh may receive, subject to Vancouver Stock Exchange approval, such
bonuses or other additional payments for performance, merit and the like as
may be determined from time to time by the board of directors of the Company,
in its absolute discretion.
4. POWERS AND RESPONSIBILITIES
4.01 Reaugh agrees to devote to the Company such time as may be
necessary during normal business hours to faithfully, industriously, and to
the best of his abilities, perform the responsibilities, duties and powers
required of him, and without limiting the generality of the foregoing, Reaugh
shall have the primary responsibility for the overall management and
administration of the Company.
5. NOTICE
5.01 Any notice to be given under this Agreement shall be in writing and
shall be deemed to have been given if delivered to, or sent by prepaid
registered post addressed to the respective addresses of the parties
appearing on the first page of this Agreement (or to such other address as
one party provides to the other in a notice given according to this
paragraph). Where a notice is given by registered post, it shall be
conclusively deemed to be given and received on the fifth day after its
deposit in a post office at any place in Canada.
6. MISCELLANEOUS
6.01 This Agreement may not be assigned by either party without the
prior written consent of the other.
6.02 The titles or headings to the respective paragraphs of this
Agreement are for reference and convenience only.
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6.03 This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective successors and permitted assigns.
6.04 This Agreement shall be governed by and interpreted in accordance
with the laws of British Columbia.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
STIRRUP CREEK GOLD LTD.
Per:
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XXXXX XXXXXX
Per:
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