0001183740-03-000070 Sample Contracts

FAIRCHILD INTERNATIONAL CORPORATION Suite 600, 595 Hornby Street Vancouver, BC V6C 1A4
Fairchild International Corp • May 23rd, 2003 • Mining & quarrying of nonmetallic minerals (no fuels)

The following are the terms and conditions upon which Fairchild International Corporation (the "Corporation") is prepared to contract with you to continue to provide certain management services to the Corporation. By signing this letter agreement you accept the following terms and conditions:

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FAIRCHILD INTERNATIONAL CORPORATION Suite 600, 595 Hornby Street Vancouver, BC V6C 1A4
Fairchild International Corp • May 23rd, 2003 • Mining & quarrying of nonmetallic minerals (no fuels)

The following are the terms and conditions upon which Fairchild International Corporation (the "Corporation") is prepared to contract with you to continue to provide certain management services to the Corporation. By signing this letter agreement you accept the following terms and conditions:

FAIRCHILD INTERNATIONAL CORPORATION Suite 600, 595 Hornby Street Vancouver, BC V6C 1A4
Fairchild International Corp • May 23rd, 2003 • Mining & quarrying of nonmetallic minerals (no fuels)

The following are the terms and conditions upon which Fairchild International Corporation (the "Corporation") is prepared to contract with you to continue to provide certain management services to the Corporation. By signing this letter agreement you accept the following terms and conditions:

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 23rd, 2003 • Fairchild International Corp • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Contractor and the Company, it is agreed by and between the Contractor and the Company as follows:

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 23rd, 2003 • Fairchild International Corp • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Employee and the Company, it is agreed by and between the Employee and the Company as follows:

FAIRCHILD INTERNATIONAL CORPORATION Suite 600, 595 Hornby Street Vancouver, BC V6C 1A4
Fairchild International Corp • May 23rd, 2003 • Mining & quarrying of nonmetallic minerals (no fuels)

The following are the terms and conditions upon which Fairchild International Corporation (the "Corporation") is prepared to contract with you to continue to provide certain management services to the Corporation. By signing this letter agreement you accept the following terms and conditions:

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