CONSULTING AGREEMENT
Exhibit
99.3
CONSULTING
AGREEMENT, dated January 17, 2006 (this “Agreement”),
between NOVASTAR RESOURCES, LTD., a Nevada corporation (the “Company”)
and
XXXX XXXXXXX, an individual (the “Consultant”).
For
the purposes of this Agreement, either of the above shall be referred to as
a
"Party"
and
collectively as the "Parties".
BACKGROUND
The
Company desires to retain the Consultant to provide the consulting services
described herein for the compensation specified herein and the Consultant
desires to provide such services in consideration for such
compensation.
AGREEMENT
NOW,
THEREFORE, in consideration of the mutual promises herein contained, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Appointment
of Consultant.
Company
hereby appoints Consultant and Consultant hereby agrees to render services
to
Company to assist Company with its
business strategy, management and corporate expansion goals.
2. Services.
During
the term of this Agreement, Consultant shall provide advice to, undertake for
and consult with Company concerning the contemplated
business combination with Thorium Power, Inc. Specifically, the Consultant
shall
provide financial advice regarding the business combination with Thorium Power
and assist in the management and coordination of the share exchange between
Thorium Power and the Company and work with the Company and the Company’s
service providers to facilitate the transaction. Specifically excluded from
any
services to be rendered is any activity relating to capital raising activities.
Any such activities related to capital raising shall be the subject of a
separate agreement if and when the need arises.
3. Compensation.
For the
services rendered and performed by Consultant during the term of this Agreement,
Company shall, upon acceptance of this Agreement: Pay to Consultant a total
of
Two Million, Three Hundred Sixty Three Thousand (2,363,000) free-trading
shares under the Company’s 2005 Augmented Compensation Plan for Outside
Consultants. The shares being issued to the Consultant have been registered
under a registration statement on Form S-8 filed by the Company on August 19,
2005.
4. Term.
The
term ("Term")
of
this Consulting Agreement shall be for a period of six (6) months commencing
on
the date hereof.
5. Confidentiality.
Consultant will not disclose to any other person, firm or corporation, nor
use
for its own benefit, during or after the Term of this Consulting
Agreement, any trade secrets or other information designated as confidential
by
Company which is acquired by Consultant in the course of performing services
hereunder. Any financial advice rendered by Consultant pursuant to this
Consulting Agreement may not be disclosed in any manner without the prior
written approval of Company.
6. Independent
Contractor.
Consultant and Company hereby acknowledge that Consultant is an independent
contractor. Consultant shall not hold itself out as,
nor
shall it take any action from which others might infer that it is an agent
of or
a joint venture of Company. All taxes and other expenses are also responsibility
of Consultant.
7. Miscellaneous.
This
Consulting Agreement sets forth the entire understanding of the Parties relating
to the subject matter hereof, and supersedes
and cancels any prior communications, understandings and agreements between
the
Parties. This Consulting Agreement is non-exclusive and cannot be modified
or
changed, nor can any of its provisions be waived, except by written agreement
signed by all Parties. This Consulting Agreement shall be governed by the laws
of the State of New York without reference to the conflict of law principles
thereof. In the event of any dispute as to the Terms of this Consulting
Agreement, the prevailing Party in any litigation shall be entitled to
reasonable attorney's fees.
8. Notices.
Any
notice required or permitted hereunder shall be given in writing (unless
otherwise specified herein) and shall be deemed effectively given
upon personal delivery or seven business days after deposit in the United States
Postal Service, by (a) advance copy by fax, (b) mailing by express courier
or
registered or certified mail with postage and fees prepaid, addressed to
each
of the other Parties thereunto entitled at the addresses specified on the
signature page hereto, or at such other addresses as a Party may designate
by
ten days advance written notice to each of the other Parties at the addresses
above and to the attention of the persons that have signed below.
Please
confirm that the foregoing sets forth our understanding by signing the enclosed
copy of this Consulting Agreement where provided and returning it to me at
your
earliest convenience.
All
Parties signing below do so with full authority:
COMPANY:
NOVASTAR
RESOURCES, LTD.
By:
/s/
Xxxxxxx Xxxxxxxx
Xxxxxxx
Xxxxxxxx, Chief Operating Officer
CONSULTANT:
/s/
Xxxx Xxxxxxx
Xxxx
Xxxxxxx
