EXHIBIT 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT AND STOCK PLAN (this "Agreement") is entered
into as of April 1, 2004 by and between Galaxy Minerals, Inc. ("GMI"), a Florida
corporation, whose principal place of business is located at 000 Xxxx Xxxxxx,
Xxxxx 000, Xxxx Xxxxx, XX 00000, and Xxxxxxx Xxxxx ("Consultant"), whose
principal place of business is located at 0000 Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxx, XX 00000, XXX (individually, a "Party" and collectively, the
"Parties").
RECITALS
A. GMI is a public company whose Common Stock, $.001 par value, is quoted
on the OTC Bulletin Board. It is important to GMI for GMI to have
access to new minerals extraction projects and expertise in negotiation
and structuring of transactions.
B. Consultant is experienced in sourcing minerals extraction projects,
negotiating and structuring their acquisition for companies such as
GMI.
C. Consultant is desirous of engaging as a consultant, and is desirous of
acting as a consultant to GMI in the area of project acquisition with
the specific objective of providing a continuous flow of new projects
to GMI.
AGREEMENT
NOW, THEREFORE, it is mutually agreed by and between the Parties as follows:
1. ENGAGEMENT. GMI hereby retains and engages Consultant to perform such
minerals extraction project searches/acquisitions as GMI may from time
to time reasonably request and as set forth more particularly in
paragraph 2 below (the "Consulting Services"), and Consultant agrees to
perform the Consulting Services subject to the terms and conditions of
this Agreement.
2. CONSULTING SERVICES. The consulting services contemplated by this
Agreement (the "Consulting Services") shall consist of:
a. Using their contacts in the minerals extraction industry to
identify potential new opportunities;
b. Assessing such opportunities for their commercial potential and
fit with GMI's strategy as laid down by GMI's Board of Directors
from time to time;
c. Organizing and supervising due diligence on potential new
opportunities including, as required, the engagement and
management of third party specialist contractors and advisers;
d. Negotiating terms and structuring the acquisition of new minerals
extraction projects for approval by GMI's Board of Directors; and
3. SCOPE OF THIS AGREEMENT. The raising of capital by Consultant for GMI
is outside the scope of this Agreement. Consultant shall not perform
for GMI any service related to the raising of capital, whether directly
or indirectly, including without limitation (a) securing additional
marketmakers; (b) obtaining exposure to institutional investors and
other interested parties; and (c) locating regional firm analysis to
initiate coverage on GMI.
4. CONSIDERATION. In consideration of the performance by Consultant of the
Consulting Services, GMI will issue to Consultant 2,000,000 shares of
GMI common stock (the "Shares") for each 12 months that Consultant
provides Consulting Services to GMI.
5. EXPENSES. Consultant shall bear his out-of-pocket costs and expenses
incident to performing the Consulting Services, without a right of
reimbursement by GMI. GMI and Consultant shall from time to time as
appropriate discuss and agree on what costs and expenses GMI will bear
in connection with the completion of certain of the Consulting
Services.
6. TERM. The term of this Agreement is two years, commencing April 15,
2004 and ending April 15, 2006 (the "Term"). This Agreement may be
terminated prior to the end of the Term upon the mutual agreement of
the Parties or in the event Consultant is in default (as defined below)
in the performance of the Consulting Services, which default is not
cured within a reasonable time following written notice thereof from
GMI. A "default" occurs when, in GMI's sole and exclusive judgment,
Consultant is not satisfactorily performing the Consulting Services.
7. MISCELLANEOUS.
a. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire
understanding of the Parties with respect to the matters
contemplated hereby. Any and all previous agreements and
understandings between or among the Parties regarding the
subject matter hereof, whether written or oral, are superseded
by this Agreement. This Agreement shall not be amended or
modified except by written instrument duly executed by each of
the Parties.
b. ASSIGNMENT AND BINDING EFFECT. This Agreement may not be
assigned without prior written consent of the other Party.
c. WAIVER. Any term or provision of this Agreement may be waived
at any time by the Party entitled to the benefit thereof by a
written instrument duly executed by such Party.
d. NOTICES. Any notice, request, demand, waiver, consent,
approval or other communication which is required or permitted
hereunder shall be in writing and shall be deemed given only
if delivered personally or sent by facsimile, or by registered
or certified mail, postage prepaid, as follows:
If to GMI, to:
000 Xxxx Xxxxxx
Xxxxx 000
Xxxx Xxxxx
XX 00000
If to Consultant, to:
Xxxxxxx Xxxxx
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx
XX 00000
XXX
or such other address as the addressee may have specified in a
notice duly given to the sender as provided herein. Such
notice, request, demand, waiver, consent, approval or other
communications will be deemed to have been given as of the
date so delivered, telephoned or mailed.
2
e. GOVERNING LAW. This Agreement shall be governed by and
interpreted and enforced in accordance with the laws of the
State of Florida.
f. NO BENEFIT TO OTHERS. The representatives, warranties,
covenants and agreements contained in this Agreement are for
the sole benefit of the Parties hereto.
g. SEVERABILITY. Any provision of this Agreement that is invalid
or unenforceable in any jurisdiction shall be ineffective to
the extent of such invalidity or unenforceability in such
jurisdiction without invalidating or rendering unenforceable
the remaining provisions hereof, and any such invalidity or
unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
h. ATTORNEYS' FEES. In the event of a dispute concerning the
matters contained in this Agreement, the prevailing party
shall be reimbursed all of its attorneys' fees and costs
incurred.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the date first above written.
GALAXY MINERALS, INC. a Florida corporation
By: .................................
Name: .................................
Its: President
CONSULTANT
By: .................................
Name: .................................
3
