CONSULTANT SERVICE AGREEMENT
THIS CONSULTANT SERVICE AGREEMENT, (hereinafter referred to as "Agreement") is
made, entered into and effective as of November, 21, 2001, hereinafter referred
to as the "Effective Date" between European American Resources, Inc., a Delaware
Corporation, whose address is 00 X Xxxx Xxxxxx, XX Xxx 0000 Xxxxxx, XX 00000 and
all affiliates and subsidiaries (hereinafter referred to as "EPAR") and Xxxxxx
X. Xxxxxxx of Xxxxxxx Resource Development Services, an individual whose address
is 0000 Xxxxxx Xxxxx, Xxxxx, Xxxxx 00000 (hereinafter referred to as "MRDS").
WITNESSETH:
WHEREAS, MRDS has considerable expertise in geology and related exploration,
development and production of mineral resources, and
WHEREAS, EPAR wants to have available the consulting services of MRDS with
respect to various matters related to the exploration, development and mining of
Precious Metals.
RECITALS:
A. EPAR is interested in having MRDS conduct various Precious Metal
exploration, development and mining activities, including, but not limited to
conducting research, evaluation and development of Precious Metal properties in
North America.
B. MRDS is qualified to assist EPAR in identifying, evaluating and
developing such Precious Metal properties and EPAR is willing to engage MRDS to
provide such services.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and
agreements herein contained, the parties hereto agree as follows:
1. Service Term of this Agreement
This Agreement shall begin on the Effective Date as signed herein above and
continue in effect until December 31, 222, and for the purposes of this
Agreement, "Service Term" shall mean from the Effective date to December 31,
2002. This Agreement may be extended by mutual agreement of EPAR and MRDS.
Either EPAR or MRDS may terminate this Agreement as of the end of my calendar
month by giving written notice to authorized representative fifteen (15) days
prior to the end of said calendar month.
2. Scope of Services by MRDS
MRDS shall render EPAR such Precious Metal exploration and development
activities and consulting services in general areas designated by EPAR or MRDS.
Such services shall be limited and exclusive to the Precious Metal property
entitled "Prospect Mountain" located in TJ9N, R.535 and TJ8N., R.53E, Eureka
County Nevada. Other mineral properties may be appended to this Agreement by
mutual consent of EPAR and MRDS.
3. Terms and Payments
(a) EPAR agrees to the following terms and payments to MRDS:
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* A consulting fee of $450.00 per day. Payment shall include $350 per day in
cash and $100 per day in EPAR restricted stock. The EPAR stock issuance
price shall include the average price for the month in which consulting
services are performed.
* An advance payment of $1,000 cash shall be submitted to MRDS immediately
upon acceptance of this agreement to provide for initial business expenses.
* Direct reimbursement for all customary out-of-pocket business expenses
including travel expenses, food, meals, lodging, rental vehicles, office
and field supplies, copies, fax/telephone/postage, maps, publications and
the like.
* Direct reimbursement of mileage @ $.32 per mile for use of MRDS's vehicle.
(b) MRDS shall submit invoices to EPAR's Representative, on or about the
first day of each month. EPAR shall pay such invoices within fifteen days of
receipt of the invoice. In the event EPAR fails to pay within fifteen days of
receipt of the invoices, MRDS shall have the right to charge EPAR interest on
the unpaid portion of the invoices at 1.5% per month.
4. Project Date; Area of Interest; Conflict of Interest; Confidentiality
(a) All original data, reports or other information and materials developed
by MRDS under this Agreement shall be delivered to EPAR upon termination of this
Agreement and MRDS makes no warranty, representation or claim to the accuracy or
completeness of any or all data submitted to EPAR under this Agreement.
(b) It is understood and agreed that prior to the effective date of this
Agreement, MRDS has an interest in certain prospects, areas of interest and
other mineral properties that include, but not limited to ownership, control,
claims, leases, real property, joint ventured, unpatented and patented mining
claims and/or other lands under its control, which shall not be subject to this
Agreement.
6. Standards of Performance
MRDS will deliver the services under this Agreement in a thorough,
efficient and professional manner, promptly and with due diligence and care, and
in accordance with the standard practices in MRDS's profession.
7. Independent Contractor
(a) MRDS represents that MRDS is fully experienced, equipped and organized
to perform the work and services under this Agreement. MRDS shall act as a
self-employed independent contractor and not as an employee, servant or agent or
EPAR in performing the services under this Agreement, maintaining complete
control over MRDS employees and all of MRDS suppliers and subcontractors.
Nothing contained in this Agreement or any subcontract shall cease any
contractual relationship between any such suppliers or subcontractors and/or
EPAR. MRDS shall perform the work hereunder in accordance with MRDS own methods
subject to compliance with this Agreement.
(b) All of MRDS activities will be at MRDS own risk. MRDS will not be
entitled to Worker's Compensation, other insurance protection or similar
benefits provided by EPAR.
8. Indemnity
Each party acting in its capacity will defend, indemnify, and hold harmless
the licensing party and
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its directors, officers, employees, and agents from any and all claims, losses,
damages, liens, liabilities, costs and expenses (including but limited to
reasonable attorney's fees) arising out of or in connection with any breach of
or dafault under this Agreement by such party acting in its capacity as an
independent contractor, and unauthorized representative, or warranties made by
such party, or any misconduct, malfeasance, tort or crime committed by such
party acting in its capacity as in independent contractor. The foregoing shall
not apply the extent that an element of such misconduct, malfeasance, tort, or
crime is alleged or found to exist because of an error or deficiency in any
information as provided by the party to be indemnified.
11. Insurance
During the Service Term of this Agreement, MRDS shall maintain in full
force and effect automobile insurance for all vehicles used by MRDS.
13. General Conditions
(a) It is mutually understood and agreed that this Agreement shall be
governed by the laws of the State of Nevada, both as to interpretation and
performance, and that any action at law, suit in equity or judicial proceeding
for the enforcement of this Agreement or any provision othere of shall be
instituted only in the courts of the State of Nevada and maintained only in any
court of competent jurisdiction in Eureka County, State of Nevada.
(b) In the event any legal or other action is necessary to enforce the
terms of this Agreement, the prevailing party shall be entitled to recover all
costs incurred, including court costs and a reasonable sum for attorney's fees
at trial and on appeal.
(c) Any supplement or amendment to this Agreement to be effective shall be
in writing and signed by MRDS and EPAR.
(d) This Agreement inures to the benefit of any and all parents, assignees,
representatives, affiliates or subsidiaries of EPAR and MRDS.
IN WITNESS WHEREOF, this MRDS Consultant Service Agreement has been executed,
accepted and agreed to on the 21 day of November 2000.
European American Resources, Inc.
By /s/
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Title President/CEO Director
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Xxx.Xx.Xx. 00-0000000
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Xxxxxxx Resources Development Services
By: /s/ Xxxxxx X. Xxxxxxx
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Title: Geologist and Mining Consultant
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MAJORITY WRITTEN CONSENT
OF THE BOARD OF DIRECTORS OF
EUROPEAN AMERICAN RESOURCES, INC.
The undersigned, being all of the directors of European American
Resources, Inc. (the "Corporation"), a Delaware Corporation, do hereby consent
to the adoption of the following resolutions by written consent:
RESOLVED, that the Company hereby agrees to immediately issue 180,000
free-trading shares as part of an S8 registration to Xx. Xxxxxx X.
Xxxxxxx, current and past consultant since November of 2001, as
compensation for his services.
Dated: August 14, 2002
/s/
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Evan Kechayans, CEO/Director
/s/
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Xxxxxxx Xxxx
Director
/s/
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Xxxxxx Xxxxxx
Director
