THIS CONSULTING SERVICES and MANAGEMENT AGREEMENT is made effective the 1st day
of April, 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:
XXXX-ATLANTIC CORPORATION
having an office located at
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
(hereinafter called " Xxxx-Atlantic")
OF THE SECOND PART
WHEREAS:
X. Xxxx-Atlantic is engaged in the business of precious metals exploration and
development.
B. By the consensus of the officer of Xxxx-Atlantic, 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 Xxxx-Atlantic 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,
Xxxx-Atlantic 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 Xxxx-Atlantic 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 Xxxx-Atlantic as directed by the officer and
director of Xxxx-Atlantic, such services as are customarily done or deemed
necessary for the full and complete operation of Xxxx-Atlantic; such
services shall include but are not limited to the following:
o International Business Relations o Investor Relations
o International Business Strategy
o Press Release and Public Disclosure o Legal Liaison
o Corporate Information Distribution o Corporate Minute Book Maintenance
o Corporate ID and Public Relations o Corporate Record Keeping
o Media Liaison o Corporate Secretarial
o Shareholder Liaison o Secretarial Services
o Business Planning o Office and General Duties
o Capital Budgeting o Printing and Production
o Operating Budgeting o Internet Maintenance and Content
o Bookkeeping o Transfer Agent Liaison
o Financial Statement Generation o General Administration
o Financial Services - General
o Annual Report Creation and Production o Funding Services
o Auditor Liaison o Private Offering Structuring
o Banking
o Record Keeping and o Travel for above items as required
Documentation- General
o Database Records
(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 Xxxx-Atlantic 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 Xxxx-Atlantic operations but, without limiting the
generality of the foregoing, shall include all matters related directly or
indirectly to the general functioning business operations of Xxxx-Atlantic.
(c) Xxxx-Atlantic 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 Xxxx-Atlantic as set
out herein in consideration for which Xxxx-Atlantic 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 Xxxx-Atlantic shall be based on work conducted and variable levels of
work required in any month. The maximum monthly fee charged to
Xxxx-Atlantic by Investor Comm for the calendar year following that
evidenced by the effective date of this Agreement will be renegotiated no
later than September 30, 2000.
(b) The effective date of this Agreement shall be April 1,1999 and the
Agreement shall continue for a term of 24 months from such date.
(c) In conducting its duties under this Agreement, Investor Comm shall report
to the Xxxx-Atlantic Board of Directors or appointed officer or agents as
directed by Xxxx-Atlantic.
ARTICLE III - Reimbursement for Expenses
Xxxx-Atlantic shall bear all expenses where the costs incurred are for the sole
and exclusive benefit of Xxxx-Atlantic. Xxxx-Atlantic shall provide
reimbursement expenses incurred by Investor Comm where Investor Comm incurs
expenses that are for the sole and exclusive benefit of Xxxx-Atlantic.
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
Xxxx-Atlantic 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
Colorado.
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.
Agreed at Bellingham, Washington, this 1st day of April, 1999.
IN WITNESS WHEREOF the parties hereto executed this Agreement as of the day and
year first above written.
XXXX-ATLANTIC CORPORATION
Xxxxx Xxxxxx
Name
/s/ Xxxxx Xxxxxx
----------------
Signature
Secretary, Director
Title
INVESTOR COMMUNICATIONS INTERNATIONAL, INC.
Xxxxxx Xxxxxxx
Name
/s/ Xxxxxx Xxxxxxx
------------------
Signature
President
Title
