MANAGEMENT AGREEMENT
THIS AGREEMENT made effective November 1, 2000
BETWEEN:
GEMSTAR RESOURCES LTD., a company duly incorporated pursuant
to the laws of British Columbia with an office located at
0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Company")
OF THE FIRST PART
AND:
XXXXX XXXXX, doing business as DK Financial Consultants, of
0000 0xx Xxxxxx, Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(hereinafter called the "Manager")
OF THE SECOND PART
W H E R E A S:
A. The Company is engaged in the natural resource industry and
requires the services of a manager to fulfill the day to day responsibilities
imposed on the Company; and
B. The Manager has agreed to act as manager of the Company;
NOW THEREFORE THIS AGREEMENT WITNESSETH that for and in
consideration of the premises, the mutual covenants and agreements herein
contained the parties hereto hereby agree as follows:
1. The Company hereby agrees to retain the managerial services
the Manager for a period of one year commencing on the date of this agreement
and continuing thereafter from month to month unless and until terminated as
hereinafter provided.
2. The Manager shall serve the Company, and any subsidiaries
from time to time owned by the Company, in such capacity or capacities and shall
perform such duties and exercise such powers as may from time to time be
determined by resolution of the Board of Directors of Company.
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3. Notwithstanding the control vested in the Board of Directors
with respect to the activities of the Manager, the Manager shall have from the
date of commencement of this Agreement, the authority and responsibility to deal
with the following subject matters:
(a) maintaining the services of professionals for the purpose
of reviewing all prospects introduced to the Company for
investment or participation;
(b) selecting on the basis of evaluations provided by
professionals after consideration of the risk factors
involved, suitable properties for acquisition and
participation;
(c) negotiating contracts with potential participants in ventures
to be participated in by the Company;
(d) negotiating for and obtaining the services of operators for
the Company's prospects, or if the Company is the operator,
negotiating for and obtaining the services of drilling
contractors;
(e) conducting on-site inspections of all projects undertaken by
the Company;
(f) arranging for and securing financings for the Company as
may be permitted by regulatory bodies;
(g) arranging for timely disclosure of all material facts in the
affairs of the Company;
(h) arranging for the collection of all receivables and production
revenue to be obtained by the Company;
(i) negotiating for and concluding all oil and gas or other
natural resource products sales contracts, as well as any
contracts relating to non-resource acquisitions;
(j) establishing and maintaining suitable banking relations;
(k) ensuring the maintenance of proper accounting records and
compiling monthly statements of the source and application of
funds;
(l) arranging for payment of all payables of the Company and/or
any subsidiaries;
(m) perusing and replying to all corporate inquiries and
correspondence;
(n) securing and obtaining for the benefit of the Company
competent tax advice,legal advice and services and accounting
services; and
(o) all such other duties as may be imposed upon the Manager
from time to time due to the nature of the Company's business.
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4. The remuneration of the Manager for the services hereunder
shall be at the rate $2,500.00 per month (together with any such increments
thereto as the Board of Directors of the Company may from time to time determine
with the prior approval of the Canadian Venture Exchange).
5. The Manager shall be reimbursed for all travelling and
out-of-pocket expenses actually and properly incurred by it in connection with
its duties hereunder. In respect of expenses, the Manager shall provide
statements and vouchers to the Company as and when required by the Company.
6. 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 are for the time being owned by or held for
the benefit of the Company and any other corporation or company in like relation
to the Company and include any corporation or company in like relation to a
subsidiary.
7. Any notice required or permitted to be given hereunder to
the Manager or to the Company shall be delivered or sent by facsimile, addressed
to the Manager or the Company at their respective offices from time to time in
existence.
8. This Agreement may be terminated by either party on ninety
(90) days written notice to the other party.
9. The provisions of this Agreement shall be governed by and
interpreted in accordance with the laws of the Province of British Columbia.
IN WITNESS WHEREOF, the parties hereto have hereunto caused
these presents to be executed, as of the day and year first above written.
GEMSTAR RESOURCES LTD.
/s/ Xxxxx Xxxxx per: /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx doing business as Xxxxx Xxxxx
DK Financial Consultants
