CME CME & Company
A partnership of:
C.M. Exploration International Ltd.
C.M. (Exploration) Ltd.
October 1, 1999
Columbia River Resources Ltd.
#000-000 Xxxxx Xxxxxx
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
ATTN.: MR. XXXXXX XXXXXXXX
PRESIDENT
RE: CONTRACT FOR PROFESSIONAL SERVICES
Pursuant to the agreement between Columbia River Resources Ltd. and Ayaco
(Ghana) Ltd., the following outlines CME & Company's conditions, programs and
budget for the services to be rendered by CME in Ghana.
The parties to this agreement are:
Columbia River Resources Ltd.
#000-000 Xxxxx Xxxxxx
Xxxxxxxxx, X.X.
Xxxxxx X0X 0X0
hereinafter referred to as "CRVV"
and
CME & COMPANY
000-000 Xxxxx Xxxx, Xxxxxxxxx, Xxxxx, XX XX00 0XX
hereinafter referred to as "CME."
-------------------------------------------------------------------------------
X.X. Xxx 000 Victory House, Le Truchot, Xx. Xxxxx Xxxx, Xxxxxxxx, XX0 0XX,
Xxxxxxx Xxxxxxx
Telephone (441 481) 723372 Facsimile (441 481) 711354
1. PROPOSE WORK PROGRAM
Reconnaissance Exploration
The objectives of the program are to define the presence of a gold system in the
Ayaco licence area, which lies on-strike northeast of the highly prospective
ground held by Normandy LaSource and Moydow Mines International Ltd.
Work to be completed during this initial reconnaissance phase of exploration may
include:
o reconnaissance geological mapping and rock sampling of the Ayaco
licence area, with the collected rock samples sent to an analytical lab
for gold determination by fire assay.
o stream sediment sampling over an approximately 307 sq. kilometre area.
When possible, both active and trap samples will be collected. Sample
locations will be determined through the use of a Global Positioning
System (GPS) unit. Samples will be submitted to an analytical
laboratory to be analyzed by the BLEG (Bulk Xxxxx Extractable Gold)
method.
Phase I: Soil survey, trenching and pitting program
The objective of the program is to further establish the presence of a
gold-bearing system in the Ayaco licence area and define target areas for future
exploration activity.
Work completed during this phase of exploration may include:
o A soil sampling program over the most prospective ground, with a line
spacing of 200 metres, and with collection of soil samples along lines
at 50 metre intervals.
o Airphoto interpretation
o Pitting along soil sampling lines which exhibit anomalous gold-in-soil
values to investigate the source of such anomalies
o Trenching in areas of anomalous gold-in-soil values to further
investigate such anomalous values.
2. REPORTING
The completion of the summary a report is contingent upon receiving all
analytical results from the propose work program. Both CRVV and CME are aware of
potential delays of sample shipment from Ayaco site to the analytical company in
Vancouver, Canada and that such delays are beyond the control of CME. The
summary report will be delivered to CRVV no later than 45 days from receiving
the last batch of analytical results of the propose work program.
Four copies of the summary report will be provided to CRVV. Any addition of the
summary report requested by CRVV will be charged at cost plus 15%.
3. BUDGET
Reconnaissance US$75,000
Phase I 75,000
------------
Total(1) US$150,000
============
4. CHANGE IN SCOPE AND COST REVISIONS.
CRVV may at any time instruct CME to investigate changes in the scope of the
propose work program and CME shall forthwith prepare for CRVV's approval an
estimate reflecting the cost if any, of such charge, based on the unit rates as
follow:
Personnel:
Consultant I US$750 per day
Project Manager/Consultant II US$650 per day
Project Geologist US$400 per day
Project Field Supervisor US$350 per day
Equipment:
Vehicle US$150 per day
Subcontractor cost plus 15%
CRVV also agrees to reimburse CME for all costs(2) incurred in connection with
the project and to pay an administration fee of 15% of such costs.
--------
(1) Budgeted amount does not include any taxes that may be imposed by the
Nigerian governemnt.
(2) Cost of any of CME's service providers (including for long distance
telephone, long distance facsimile, travel and laboratory services) will be
charged according to the cost charged CME without any credit CME may
5. PROJECT MANAGEMENT PROVISIONS
CME shall establish the project management team.
CME shall organize the team to accomplish the project within the limits of time,
cost, and quality agreed.
Upon the scope, budget and schedule having been agreed to by CRVV, CME shall
execute the necessary exploration tasks for the completion of the project and
assume full control of, and responsibility for, this execution.
CRVV shall appoint a client representative whom CME shall report to. CME shall
keep the representative informed as to the progress of the project and refer to
the representative when there are:
a) changes in scope, and
b) significant changes which will effect the cost
6. GENERAL PROVISIONS
It is mutually agreed that this agreement shall be binding upon and ensure to
the benefit of the parties hereto, their respective successors and permitted
assigns, but shall not be assignable by either party without the consent in
writing of the other party first hand and obtained.
If requested by CRVV, CME will obtain all necessary work permits on behalf of
and at the expense of CRVV. CRVV will be responsible for any damage to the
environment incurred in the course of normal operations. CME will be responsible
where direct negligence of its crews can be demonstrated.
CME shall perform and execute all works and services required pursuant to this
contract in a proper, careful and workmanlike manner. CME shall comply with all
mining and other laws, ordinances, rules and regulations relating to the work
and to the preservation of the public health and safety.
CRVV will cooperate with CME and provide CME access to the site and to all
exploration results and data.
CME shall at all times, enforce strict discipline and maintain good order among
its employees, and shall not retain on the work any unfit person or anyone not
skilled in the work assigned to them.
-------------------------------------------------------------------------------
received from time to time by reason of the volume of CME's overall business
with its services providers.
CME shall be excused for failure to perform its obligations hereunder if such a
failure is caused by war, invasion, insurrection, riot, the order or regulations
of any civil or military authority, or by strikes, lockouts, or labour disputes,
whether in or in the neighborhood of the work site or by the failure to perform
by any supplier or subcontractor necessary for the completion of the contract.
CME shall be responsible for all damages arising by reason of injuries
(including death) sustained by any person or by reason of damage to property
arising out of or in relation to work performed hereunder or equipment and
vehicles used hereunder, and will indemnify CRVV against all claims arising by
reason of such injuries and damages, excluding, however, claims arising out of
negligent acts or omissions of CRVV, its servants or agents.
CRVV will be responsible for the cost of removing CME employees from the field
in the event of restrictions to the site due to fire, fire hazard, flood or
other Acts of God or environmental hazards which threaten the safety of CME
crews.
CRVV agrees that any employee of its company while visiting the property
outlined above will not in any way be considered an employee of CME. Any
documents, data or maps released to an authorized representative of CRVV during
a site examination shall be the responsibility of CRVV in the event of loss or
damage.
It is understood the CME and its staff will not disclose any information with
respect to this program, except to an authorized representative of CRVV, without
the prior written consent of CRVV.
CRVV agrees not to use the name CME in any form, or the name of any of their
employees in any public announcement, press release or public document without
the prior written consent of CME.
7. PAYMENT
CRVV agrees to make a 50% (US$75,000) payment of the budgeted amount
(US$150,000), upon acceptance of this proposal and agreement on the scope and
budget for the assignment. US$37,500 within two weeks of field work
commencement. Receipt of balance immediately on client's receipt of 4 copies of
final report.
Payments will be due on receipt of CME invoices. Interest will be charged on
invoices more than 15 days overdue at the rate of 1.5% per month (compounded to
19.6% over one year).
This contract may be terminated by either party two weeks after the receipt of
written notification. In the event of termination by CRVV, CME will be
reimbursed for all work performed to the date of termination in accordance with
the terms of this contract and all costs incurred to demobilize crews and all
obligations entered into with suppliers or subcontractors prior to termination.
If the preceding is acceptable as set out, please sign and return one copy to
CME with an advance payment of US$75,000.
Yours very truly,
Accepted,
CME & Company Columbia River Resources Ltd.
By C.M. Exploration International
General Partner
/s/ T. Xxxxxxx Xxxxxxx /s/ Xxxxxx Xxxxxxxx
------------------------- ---------------------------
T. Xxxxxxx Xxxxxxx Xxxxxx Xxxxxxxx
Managing Director President
