Christopher Crupi, CA Ottawa, Ontario Canada K2P 1B8
Xxxxxxxxxxx Xxxxx, CA
000 Xxxxxx Xxxxxx
Ottawa, Ontario
Canada
K2P 1B8
April 18, 2005
Suite 300 – 0000 Xxxx Xxxx Xxxx Xxxx.
Las Vegas, NV
89128
Attention:
Board of Directors
Dear Sir:
Re:
This letter confirms that you have retained me to act as President and Secretary of Paramount Gold Mining Corp. (the Company) for an indefinite period. This letter outlines the Services to be provided.
Our Understanding of the Current Situation
The Company requires executive management services and board member to provide leadership, direction and governance.
Scope of Services
You have requested that my services to include:
1.
Ask as the senior manager of the Company;
2.
Engage other management to fill key positions such as exploration managers;
3.
Engage consultants ie. communications;
4.
Respond to investor inquiries;
5.
Long term strategic planning;
6.
Risk management;
7.
Financial reporting;
8.
Act as corporate secretary to the corporation;
9.
All dealings with securities commissions, stock exchanges, transfer agents, solicitors, auditors, etc.;
10.
Audit committee; and
11.
Other matters as required from time to time.
The parties acknowledge that the scope of services may change from time to time with the priorities of the Company. Any material deviations shall be agreed as between the parties. The parties agree that Xxxxxxxxxxx Xxxxx is not an employee of the Company and remains at all material times an officer and director.
The Services are to commence immediately as of the date of this letter.
Fees
The fees will be reviewed on an annual basis, or sooner if agreed by the parties, and adjusted accordingly.
Governing Law and Jurisdiction
This retainer shall be governed by and interpreted in accordance with the laws of the United States of America.
Acknowledgement and Acceptance
Please acknowledge your acceptance and the terms of my executive contract contract by signing the confirmation below and returning a copy of this letter to us by fax at the above address.
Yours truly,
/S/ Xxxxx Xxxxx
Xxxxxxxxxxx Xxxxx, CA
Confirmation of Terms of Retainer
Having read the above letter, we, Paramount Gold Mining Corp. agree to retain Xxxxxxxxxxx Xxxxx, CA, on the terms set out therein as approved by the Board of Directors
Signed: /S/ Xxxx Xxxxxxxx
Attorney, on behalf of the Board of Directors
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