CONSULTING SERVICES AGREEMENT DAYBREAK MINES, INC. AND ERIC L. MOE
Exhibit
10.05
DAYBREAK
MINES, INC. AND XXXX X. XXX
This
Agreement is made effective the 1st day of March 2005, between DayBreak Mines,
Inc. (the “Company”) and Xxxx X. Xxx (the “Consultant”) located at 0000 Xxxxx
Xxxxxx Xxxxx, Xxxxxxx, XX. 00000
WHEREAS,
the Company desires to be assured of the association and services of the
Consultant in order to avail itself of the Consultant’s experience, skills,
abilities, knowledge and background to facilitate long range strategic planning
and to advise the Company in business and/or financial matters and is therefore
willing to engage the Consultant upon the terms and conditions set forth
herein.
WHEREAS,
the Consultant agrees to be engaged and retained by the Company and upon the
terms and conditions set forth herein.
NOW
THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter
set forth and for other good and valuable consideration, the receipt and
suffiency of which are hereby acknowledged, the parties hereto agree as
follows:
|
1.
|
Engagement
|
The
Company hereby engages the Consultant on a non exclusive basis, and the
Consultant hereby accepts the engagement to become a consultant to the Company
and to render such advice, consultation, information and services to the
directors and officers of the Company regarding general financial and business
matters, including but not limited to:
|
A.
|
mergers
and acquisitions;
|
|
B.
|
due
diligence studies, reorganizations,
divestitures;
|
|
C.
|
capital
structures, banking methods and
systems;
|
|
D.
|
periodic
reporting as to developments concerning the general financial markets
and
public securities markets and industry which may be relevant or of
interest or concern to the Company or the Company’s
business.
|
|
E.
|
guidance
and assistance in available alternatives for accounts receivable
financing
and/or other asset
financing;
|
|
F.
|
DTC/volume/transfer
record analysis; and
|
|
G.
|
investor
relations assisting with broker information
services.
|
It
shall be expressly understood that Consultant shall have no power to bind the
Company to any contract or obligation or to transact any business in the
Company’s name or on behalf of the Company in any manner.
|
2.
|
Term
|
The
term of this Agreement shall commence on the date hereof and continue for twelve
(12) months. The Agreement may be extended upon agreement by both
parties.
|
3.
|
Compensation
and fees
|
The
Company shall pay to the to Consultant:
|
a)
|
a monthly
salary of $2000.00 for 12 months payable by the 25th
of each
month.
|
|
b)
|
the
Consultant will receive 500,000 shares of restricted stock for the
first
year of service. The shares will have the standard piggyback registration
rights, which shall be subject to reasonable restrictions (such as
lock-ups and pro-rata cut backs in the amount of shares to be registered)
at the request of either the Company or any underwriter or placement
agent
whom the Company has
engaged.
|
All
Securities shall be issued to the Consultant in accordance with an applicable
exemption from registration or, at the option of the Company, pursuant to a
valid registration statement. Unless and until such securities are registered
by
the Company or an applicable exemption to registration is available (such as
safe harbor provided by Rule 144) the Consultant will not sell or transfer
the
securities.
|
4.
|
Exclusivity,
Performance and
Confidentiality
|
The
services of the Consultant hereunder shall not be exclusive, and Consultant
and
its agents may perform similar or different services for other persons or
entities whether or not they are competitors of the Company. The Consultant
shall be required to expend only such time as is necessary to service the
Company in a commercially reasonable manner. The Consultant acknowledges and
agrees that confidential and valuable information proprietary to the Company
and
obtained during its engagement by the Company shall not be directly or
indirectly, disclosed without the prior written consent of the Company, unless
and until such information is otherwise known to the public generally or is
not
otherwise secret and confidential.
|
5.
|
Independent
Contractor
|
In
its performance hereunder, the Consultant and its agents shall be independent
contractors. The Consultant shall complete the services required hereunder
according to his own means and methods of work, shall be in the exclusive charge
and control of the Consultant and shall not be subject to the control or
supervision of the Company, except as to the results of the work or the extent
necessary for the Company to verify the Consultant’s compliance with applicable
laws and regulations to which the Company may be subject. The Company
acknowledges that nothing in this Agreement shall be construed to require the
Consultant to provide services to the Company at any specific time, or in any
specific place or manner.
|
6.
|
Waiver
|
No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision and no waiver shall constitute a
continuing waiver. No waiver shall be binding unless executed in writing by
the
party making the waiver.
|
7.
|
Complete
Agreement
|
No
supplement, modification or amendment of the Agreement shall be binding unless
executed in writing by all parties. This Agreement constitutes the entire
agreement between the parties and supersedes any prior agreements or
negotiations.
|
8.
|
General
Provisions
|
|
A.
|
This
Agreement shall
in all respects be interpreted, enforced and governed
under
the laws of State of Washington. The language and all parts of
this Agreement
shall be in all cases construed as a whole and not strictly for or
against
any individual party.
|
|
B.
|
Any
dispute arising under in any way related to this agreement shall
be
submitted
to binding arbitration by the American Arbitration Association in
accordance
with the Association’s commercial rules then in effect. The arbitration
may be conducted in person, by telephone or online as agreed by all
parties. The arbitration shall be binding on the parties and the
arbitration award may be confirmed by ant court of competent
jurisdiction.
|
|
9.
|
Counterparts
and Telefacsimile
|
This
Agreement may be executed in one or more counterparts, each of which shall
be
deemed to be an original and all of which shall constitute one agreement. A
telefacsimile of this Agreement may be relied upon as full and sufficient
evidence as an original.
IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
the 1st day of
March 2005.
DayBreak Mines, Inc.
|
/s/
Xxxxxx Xxxxxx
|
/s/
Xxxx X. Xxx
|
|||
|
|
|
|||
|
Xxxxxx
Xxxxxx, President
|
Xxxx
X. Xxx
|
|||
| Date: 3/01/05 | Date: 3/01/05 |
