THIS CONSULTING SERVICES and MANAGEMENT AGREEMENT is made effective the 1st day
of July, 1999
BETWEEN:
INVESTOR COMMUNICATIONS INTERNATIONAL, INC.
having an office located at
0000 Xxxxxxxx Xxxx, Xxxx X
Xxxxxxxxxx, Xxxxxxxxxx 00000
(hereinafter called " Investor Comm")
OF THE FIRST PART
AND:
GOLDSTATE CORPORATION
having an office located at
0000 Xxxx Xxxxxxxx, Xxxxx X
Xxx Xxxxx, XX 00000
(hereinafter called " Goldstate")
OF THE SECOND PART
WHEREAS:
A. Goldstate is engaged in the business of precious metals exploration and
development.
B. By the consensus of the officer of Goldstate, Investor Comm was engaged to
provide a wide range of administrative, financial, marketing, international
services, and other services with respect to the ongoing and full time operation
of Goldstate as of the date of this agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreements herein contained, and other good and
valuable consideration the receipt and adequacy of which is hereby acknowledged,
Goldstate hereby grants Investor Comm as the parties hereto covenant and agree
each with the other as follows:
ARTICLE I - Duties and Devotion of Time
(a) Investor Comm shall provide Goldstate with specific financial,
administrative, marketing, promotional, and international services.
Investor Comm shall have the obligation, and duties to conduct business
related acts on behalf of Goldstate as directed by the officer and director
of Goldstate, such services as are customarily done or deemed necessary for
the full and complete operation of Goldstate; such services shall include
but are not limited to the following:
o International Business Relations o Press Release and Public Disclosure
o International Business Strategy o Corporate Information Distribution
o Investor Relations o Corporate ID and Public Relations
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o Media Liaison o Legal Liaison
o Shareholder Liaison o Corporate Minute Book Maintenance
o Business Planning o Corporate Record Keeping
o Capital Budgeting o Corporate Secretarial
o Operating Budgeting o Secretarial Services
o Bookkeeping o Office and General Duties
o Financial Statement Generation o Printing and Production
o Financial Services - General o Internet Maintenance and Content
o Annual Report Creation and Production o Transfer Agent Liaison
o Auditor Liaison o General Administration
o Banking o Funding Services
o Record Keeping and Documentation o Private Offering Structuring
- General
o Database Records
o Travel for above items as required
(b) Investor Comm shall provide for the full and complete functioning of
business services as outlined in ARTICLE I, item (a) (hereinafter "the
Consulting Services") above relating to the business of Goldstate and its
ability to provide for its ongoing development and growth commensurate with
that required in the circumstances, such requirement to be determined by
ongoing circumstances. Investor Comm shall provide for all acts and duties
as are reasonable necessary for the efficient and proper operation and
development of Goldstate operations but, without limiting the generality of
the foregoing, shall include all matters related directly or indirectly to
the general functioning business operations of Goldstate.
(c) Goldstate agrees that Investor Comm may have or acquire business,
financial, or consulting services interests in other companies or
properties and agrees that Investor Comm may devote reasonable time to such
other outside companies and affairs so long as these duties do not affect
Investor Comm's ability to perform its duties under this Agreement in
accordance with the requirement in each area of the Consulting Services to
be provided.
ARTICLE II - Remuneration and Term
(a) Investor Comm shall provide the Consulting Services to Goldstate as set out
herein in consideration for which Goldstate shall pay Investor Comm an
amount not greater than the average of $75,000 US funds per calendar month
during the term of this Agreement. The fees charged by Investor Comm to
Goldstate shall be based on work conducted and variable levels of work
required in any month. The maximum monthly fee charged to Goldstate by
Investor Comm for the calendar year following that evidenced by the
effective date of this Agreement will be renegotiated no later than May 31,
2000.
(b) The effective date of this Agreement shall be July 1,1999 and the Agreement
shall continue for a term of 24 months from such date.
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(c) In conducting its duties under this Agreement, Investor Comm shall report
to the Goldstate Board of Directors or appointed officer or agents as
directed by Goldstate.
ARTICLE III - Reimbursement for Expenses
Goldstate shall bear all expenses where the costs incurred are for the sole and
exclusive benefit of Goldstate. Goldstate shall provide reimbursement expenses
incurred by Investor Comm where Investor Comm incurs expenses that are for the
sole and exclusive benefit of Goldstate.
ARTICLE IV - Termination of Agreement
Notwithstanding any other provision contained herein, it is understood and
agreed between the parties hereto that either party may terminate this Agreement
with or without cause and for any reason whatsoever by providing twelve (12)
months written notice to the other party.
ARTICLE V - Indemnity
Goldstate shall indemnify Investor Comm, its directors, officers and agents and
hold them harmless from any claims, expenses and damages arising out of this
Agreement.
ARTICLE VI - 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.
ARTICLE VII - Applicable Law
This Agreement shall be construed under and governed by the laws of the State of
Nevada.
ARTICLE VIII - Enurement
The provisions of this Agreement shall ensure to the benefit of and binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.
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Agreed at Bellingham, Washington, this 1st day of July, 1999.
IN WITNESS WHEREOF the parties hereto executed this Agreement as of the day and
year first above written.
GOLDSTATE CORPORATION
Xxxxxx Xxxxxxx
--------------
Name
/s/ Xxxxxx Xxxxxxx
------------------
Signature
Secretary, Director
-------------------
Title
INVESTOR COMMUNICATIONS INTERNATIONAL, INC.
Xxxxxx Xxxxxxx
--------------
Name
/s/ Xxxxxx Xxxxxxx
------------------
Signature
President
---------
Title
