CONTROLLER AGREEMENT
THIS AGREEMENT is made effective this
31st
day of August, 2008.
BETWEEN:
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Golden Aria Corp., a
body corporate duly incorporated under the laws of the State of Nevada,
and having its Registered Office at 500 – 000 Xxxx Xxxxxx, in the City of
Vancouver, in the Xxxxxxxx/Xxxxx xx Xxxxxxx Xxxxxxxx, X0X
0X0
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(hereinafter called the "Golden
Aria")
AND:
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CAB Financial Services
Ltd., a company duly incorporated under the laws of the Province of
British Columbia and having an office at 000 Xxxxxxxx Xxxx Xxxx, in the
City of Kelowna, in the Province of British Columbia, V1X
7H9
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(hereinafter called the
"CAB")
WHEREAS:
A. CAB
is a consulting company controlled by Xxxxx Xxxxx, who has been appointed
Chairman of the Board and Chief Executive Officer of Golden Aria by the board of
Directors;
B. Golden
Aria is desirous of retaining the accounting and controller services of CAB on a
continuing basis and CAB has agreed to serve Golden Aria as an independent
contractor upon the terms and conditions hereinafter set forth;
FOR VALUABLE CONSIDERATION it is hereby
agreed as follows:
1. CAB
shall provide corporate accounting and controller services to Golden Aria, such
duties and responsibilities to include those services set out in Schedule A and
CAB shall serve Golden Aria (and/or such subsidiary or subsidiaries of Golden
Aria as Golden Aria may from time to time require) in such accounting and
controller capacity or capacities as may from time to time be determined by
resolution of the Board of Directors of Golden Aria and shall perform such
duties and exercise such powers as may from time be determined by resolution of
the Board of Directors, as an independent contractor.
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2. The
basic remuneration of CAB for its services hereunder shall be at the rate of
three thousand five hundred Canadian dollars per month ($3,500.00) exclusive of
GST, together with any such increments thereto as the Board of Directors of
Golden Aria may from time to time determine, payable on the 15th
business day of each calendar month. The basic compensation covers that time
required by CAB, in its estimation, to fulfill the Services.
3. CAB
shall be responsible for the payment of its income taxes and GST remittances as
shall be required by any governmental entity with respect to compensation paid
by Golden Aria to CAB.
4. The
terms "subsidiary" and "subsidiaries" as used herein mean any corporation or
company of which more than 50% of the outstanding shares carrying voting rights
at all times (provided that the ownership of such shares confers the right at
all times to elect at least a majority of the Board of Directors of such
corporation or company) are for the time being owned by or held for Golden Aria
and/or any other corporation or company in like relation to Golden Aria and
include any corporation or company in like relation to a
subsidiary.
5. During
the term of this Agreement, CAB shall provide its services to Golden Aria
through Xxx Xxxxxxx (“Xxxxxxx”), and CAB shall ensure that Xxxxxxx will be
available to provide such services to Golden Aria in a timely manner subject to
Bhullar's availability at the time of the request.
6. CAB
shall be reimbursed for all travelling and other expenses actually and properly
incurred by it in connection with its duties hereunder. For all such
expenses CAB shall furnish to Golden Aria statements, receipts and vouchers for
such out-of-pocket expenses on a monthly basis.
7. Neither
CAB nor Xxxxxxx shall, either during the continuance of its contract hereunder
or at any time thereafter, disclose the private affairs of Golden Aria and/or
its subsidiary or subsidiaries, or any secrets of Golden Aria and/or its
subsidiary or subsidiaries, to any person other than the Directors of Golden
Aria and/or its subsidiary or subsidiaries or for Golden Aria's purposes and
shall not (either during the continuance of its contract hereunder or at any
time thereafter) use for its own purposes or for any purpose other than those of
Golden Aria any information it may acquire in relation to the business and
affairs of Golden Aria and/or its subsidiary or subsidiaries.
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8. CAB
and Xxxxxxx shall well and faithfully serve Golden Aria or any subsidiary as
aforesaid during the continuance of its contract hereunder and use its best
efforts to promote the interests of Golden Aria.
9. This
Agreement may be terminated forthwith by Golden Aria without prior notice if at
any time:
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(a)
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CAB
shall commit any material breach of any of the provisions herein
contained; or
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(b)
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CAB
shall be guilty of any misconduct or neglect in the discharge of its
duties hereunder; or
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(c)
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CAB
shall become bankrupt or make any arrangements or composition with its
creditors; or
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(d)
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Bunka
shall become of unsound mind or be declared incompetent to handle his own
personal affairs; or
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(e)
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CAB
or Bunka shall be convicted of any criminal offence other than an offence
which, in the reasonable opinion of the Board of Directors of Golden Aria,
does not affect their position as a Consultant or a director of Golden
Aria.
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This
Agreement may also be terminated by either party upon thirty (30) days written
notice to the other.
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11. In
the event this Agreement is terminated by reason of default on the part of CAB
or the written notice of Golden Aria, then at the request of the Board of
Directors of Golden Aria, CAB shall cause Xxxxxxx to forthwith resign any
position or office which she then holds with Golden Aria or any subsidiary of
Golden Aria. The provisions of paragraph 9 shall survive the
termination of this Agreement.
12. Golden
Aria is aware that CAB has now and will continue to have financial interests in
other companies and properties and Golden Aria recognizes that these companies
and properties will require a certain portion of CAB's time. Golden Aria
agrees that CAB may continue to devote time to such outside interests, PROVIDED
THAT such interests do not conflict with, in any way, the time required for CAB
to perform its duties under this Agreement.
13. The
services to be performed by CAB pursuant hereto are personal in character, and
neither this Agreement nor any rights or benefits arising thereunder are
assignable by CAB without the previous written consent of Golden
Aria.
15. Any
notice in writing or permitted to be given to CAB hereunder shall be
sufficiently given if delivered to CAB personally or mailed by registered mail,
postage prepaid, addressed to CAB as its address above. Any such notice
mailed as aforesaid shall be deemed to have been received by CAB on the first
business day following the date of mailing. Any notice in writing required
or permitted to be given to Golden Aria hereunder shall be given by registered
mail, postage prepaid, addressed to Golden Aria at the address shown
above. Any such notice mailed as aforesaid shall be deemed to have been
received by Golden Aria on the first business day following the date of
mailing. Any such address for the giving of notices hereunder may be
changed by notice in writing given hereunder.
16. The
provisions of this Agreement shall enure to the benefit of and be binding upon
CAB and the successors and assigns of Golden Aria. For this purpose, the
terms "successors" and "assigns" shall include any person, firm or corporation
or other entity which at any time, whether by merger, purchase or otherwise,
shall acquire all or substantially all of the assets or business of Golden
Aria.
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17. Every
provision of this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of the
provisions of this Agreement.
18. This
Agreement is being delivered and is intended to be performed in the Province of
British Columbia and shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the laws of such Province.
This Agreement may not be changed orally, but only by an instrument in writing
signed by the party against whom or which enforcement of any waiver, change,
modification or discharge is sought.
19. This
Agreement and the obligations of Golden Aria herein are subject to all
applicable laws and regulations in force at the local, provincial, and federal
levels.
IN WITNESS WHEREOF this Agreement has
been executed as of the day, month and year first above written.
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THE
COMMON SEAL of Golden Aria Corp. was hereto affixed in the presence
of:
____________________________
____________________________
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SIGNED
by:
____________________________
____________________________
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SCHEDULE
A
The
Services
Bookkeeping
and Accounting:
Set up
general ledger and internal systems;
Do weekly
bookkeeping, cheque writing, accounts receivable and payable;
Prepare
and complete full quarterly financial statements, notes, and
MD&A;
Liaise
with external auditors;
Set up
oil and gas well ledgers, reserves, NPV, etc;
General
banking.
Regulatory
filings:
Prepare,
review, revise and file:
SEC:
AGM
Sarbanes Oxley internal controls and
compliance
Prepare, complete and
file:
10KSB
10Q
8K
SB2
Forms 3, 4, 5
BCSC:
As needed.
Other:
Insurance requirements
Canadian/US Taxation forms
State of Nevada
GST Remit
Payroll Source Deduction
Remit
Finance
Related:
Insert financial reporting into
presentation materials;
Construct powerpoint
presentations;
Construct and update monthly,
spreadsheet financial models and forecasts;
Oil & Gas Project evaluation, NPV
calculations;
Executive
Services:
CFO or controller level Road-Show
presentations;
Strategic
financing;
Office management;
Personnel manager;
Strategic planning;
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