MANAGEMENT AGREEMENT
This
Management Agreement is dated for reference August 4, 2005.
BETWEEN:
XXXXX
XXXXXX,
businessman, of 000
Xxxx
00xx
Xxxxxx,
Xxxxxxxxx, XX X0X 0X0
(the
“Manager”)
AND:
MOSQUITO
CONSOLIDATED GOLD MINES LIMITED,
a
company having a registered and records office located at Xxxxx 0000, 000 Xxxx
Xxxxxxx Street, XX Xxx 00000, Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X
0X0
(the
“Company”)
WHEREAS:
A. The
Company has agreed to retain the services of the Manager on the terms and
conditions hereinafter set forth effective the date referenced above;
and
B. The
Manager has agreed to be retained by the Company upon the terms and conditions
hereinafter set forth.
NOW
THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and
mutual covenants and agreements herein contained, the parties hereto covenant
and agree each with the other as follows:
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1.
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RETAINER
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The
Company hereby retains the Manager and the Manager hereby accepts such retainer,
to perform the duties and render the services set forth herein during the term
of this Agreement.
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2.
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TERM
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This
Agreement shall be renewable for a term of one further year subject to the
approval of the board of directors prior to each renewal.
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3.
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COMPENSATION
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As
compensation for the services of the Manager during the term of this Agreement,
the Company shall pay the Manager a monthly salary of $8,000.00.
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4.
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REIMBURSEMENT
FOR EXPENSES
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The
Manager will be reimbursed for all reasonable out-of-pocket expenses incurred
by
the Manager in or about the execution of his duties which are pre-approved
by
the Company.
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5.
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DUTIES
AND SERVICES
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In
carrying out its obligations under this Agreement the Manager
shall:
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(a)
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subject
to the Company's approval and the Company's right to designate legal
counsel to engage such legal counsel, auditors, brokers, or other
agents
as may be necessary for the proper performance of the duties of the
Manager hereunder;
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(b)
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notify
the Company promptly of any lawsuits, or governmental orders or actions
or
any threats thereof that become known to the Manager that might adversely
affect the Company or any interest of the Company, provided that
in the
case of a threat thereof, actual steps to enforce such threat must
become
known to the Manager or in the Manager's reasonably judgment appear
imminent;
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(c)
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assist
the Company in complying with all present and future laws, ordinances,
orders, rules, regulations and requirements (the "Laws") of all federal,
provincial and local governments, courts, departments, commissions,
boards
and offices, or any other body exercising functions similar to those
of
any of the foregoing;
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(d)
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give
prompt notice to the Company of any violation or notice of alleged
violation of any Law and to deliver to the Company copies of any
such
supporting papers received in connection with such notice; the Manager
shall not bear responsibility for failure of the Company to comply
with
such Laws unless the Manager is negligent or has committed a wilful
act or
omission in the performance of its obligations under this Agreement
or in
the performance of any other duties owed to the Company or third
parties
by the Manager;
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(e)
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assist
the Company in obtaining, developing, and maintaining contacts with
other
persons or companies who might assist the Company in developing and
meeting business objectives;
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(f)
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do
all such acts and things as may be required to xxxxxx and facilitate
and
enhance a positive reputation of the Company and its securities in
the
marketplace;
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(g)
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handle
inquiries and reasonable requests from the general public or any
regulatory authorities which, in the event an expenditure of money
is
required, shall be at the Company's
expense;
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(h)
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notify
the Company or any major inquiry, complaint or request made by the
general
public or any regulatory authority and deliver to the Company copies
of
any supporting papers received in connection with such inquiry, complaint
and request;
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(i)
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at
the Company's expense, undertake public relations and advertising
campaigns to advertise and make the public aware of the Company and
its
business;
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(j)
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perform
all other functions relating to administration and promotion of the
Company as may be customary and usual for the management of a company
of
the size and nature of the Company, in accordance and as limited
by this
Agreement;
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(k)
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perform
any other services or functions reasonably required by the Company
and
within the general scope of the Manager's duties as set forth in
this
Agreement;
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(l)
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perform
other normal business functions and otherwise operate and manage
the
administration of the Company's business in accordance with and as
limited
by this Agreement; and
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(m)
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co-ordinate
the release of all information about the Company by filing the prescribed
form of documents with governmental regulatory authorities as may
be
required from time to time including, but not limited
to:
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-
audited
and interim financial statements
-
quarterly
reports
- annual
reports
- filing
statements
- statements
of material facts
- certified
copies of directors resolutions
- notices
of change of address
- news
releases.
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6.
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TERMINATION
OF AGREEMENT
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Notwithstanding
any other provision herein, it is understood and agreed by and between the
parties hereto that the Manager may resign his retainer hereunder by giving
one
month’s written notice of such intention to resign.
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7.
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CONFIDENTIAL
INFORMATION
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The
parties hereto acknowledge and agree that the Manager will have access to
confidential and secret information and therefore the Manager agrees that during
the term of this Agreement and on termination or expiry of same, for any reason
whatsoever, the Manager will not divulge or utilize for his own benefit or
to
the detriment of the Company any of such secret or confidential
information.
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8.
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PERSONAL
CONTRACT
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This
Agreement and all other rights, benefits and privileges herein confirmed will
be
personal, and accordingly may not be assigned by the Manager.
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9.
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NOTICES
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All
notices or other instruments or communications provided for in this Agreement
shall be in writing and signed by the party giving same and shall be deemed
properly given if sent by courier deliver addressed to such part at the address
set out above, or to such facsimile number as each party to this Agreement
has
provided to the other from time to time. Each party may by notice to the other
party, specify any other address or facsimile number for the receipt of such
notices, instruments or communications. Any notice, instrument or communication
sent by facsimile transmission shall be deemed properly given only when received
by the person to whom it is sent.
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10.
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APPLICABLE
LAW
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This
Agreement shall be governed by the laws of the Province of British Columbia,
Canada.
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11.
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ENTIRE
AGREEMENT
|
This
Agreement represents the entire agreement between the parties and supersedes
any
and all prior agreements and understandings, whether written or oral, between
the parties. The Manager acknowledges that he was not induced to enter into
this
Agreement by any representation, warranty, promise or other statement except
as
contained herein.
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12.
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AMENDMENT
|
This
Agreement may not be amended or otherwise modified except in writing signed
by
both parties.
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13.
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HEADINGS
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All
headings and titles in this Agreement are for reference only and are not to
be
used in the interpretation of the terms hereof.
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14.
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ACCEPTANCE
OF AGREEMENT
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This
Agreement is subject to the approval of the Board of Directors of the
Company.
IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the
4th
day of
August, 2005.
/s/
Xxxxx
XxXxxx
XXXXX
XXXXXX
MOSQUITO
CONSOLIDATED GOLD MINES LIMITED
Per:
/s/
Xxxxxxx Xxxxxxxxx
Authorized
Signatory
