CONSULTING AGREEMENT
(Composite, as amended September 24, 1999)
This CONSULTING AGREEMENT, dated as of October 1, 1998
("Effective Date"), is between McClintock Associates Pty Limited,
ACN 002 802 9986 ("Consultant") and Plutonic Resources Limited,
ACN 006 245 629 ("Plutonic").
1. Plutonic agrees to engage Consultant, and Consultant
agrees to accept the engagement, to provide consulting services
with respect to the following and for such additional matters as
Consultant and Plutonic agree ("Services"):
(a) As requested, Consultant will provide the services of
Paul McClintock ("McClintock") to advise in respect of general
Australian business and government affairs to both Plutonic and
to its Affiliates.
(b) Consultant will provide such additional services of
McClintock as may be agreed between Consultant and the Plutonic
Representatives.
Services under this agreement shall not include (i) serving as a
director of Plutonic or any of its Affiliates, for which separate
arrangements have been or will be made, or (ii) testifying as a
witness in legal proceedings, and compensation shall not be
payable under this agreement with respect to testifying in any
proceeding.
2. The engagement shall begin on the Effective Date and
continue until September 30, September 30, 2000. Notwithstanding
the foregoing, if McClintock shall for any reason cease to be
employed by Consultant, this agreement shall immediately
terminate.
3. (a) McClintock shall perform Services for Plutonic as,
when and where reasonably requested to do so by Plutonic. It is
expected that McClintock may spend up to approximately 50 days
per year providing Services. As compensation for McClintock's
Services, Plutonic shall pay Consultant the Australian dollar
equivalent of US$40,000 per year, payable in quarterly
installments, in arrears at the last day of each calendar
quarter. In calculating the Australian dollars payable, US
dollars shall be converted to Australian dollars using the US
Dollar Hedge Settlement Rate as displayed on the Reuters FEYA-C
Screen as of the last Business Day of each calendar quarter. If
this agreement terminates during any quarter because McClintock
has ceased to be employed by Consultant, then the amount
otherwise payable in respect of that quarter shall be pro-rated
based on the number of days in the quarter during which this
agreement was in effect.
(b) If Plutonic requests that Consultant provide unusual or
extraordinary services in addition to the general services
provided hereunder, or if Plutonic requests that Consultant
provide Services that may be expected to significantly exceed 50
hours per year, Plutonic and Consultant shall make separate
arrangements therefor.
(c) Plutonic shall also pay all costs reasonably incurred
by Consultant in providing Services, other than compensation
payable to McClintock and withholding, employee benefits
and other expenses relating to employment of McClintock by
Consultant. Plutonic shall have no obligation to compensate
McClintock, it being agreed that Consultant shall be solely
responsible for compensating McClintock for Services provided
hereunder and for payment of employment related expenses
applicable to McClintock.
(d) Plutonic shall make reasonable advances to Consultant
for travel related to Services, and after presentation of
customary receipts shall reimburse Consultant for approved
expenses related to Services in accordance with the travel
advance and expense reimbursement policies for Plutonic
employees.
(e) Plutonic shall pay for Services within ten days after
the end of each calendar quarter. Plutonic shall reimburse
Consultant for related expenses within ten days of its receipt
and approval of Consultant's invoice therefor.
4. (a) Consultant shall make such written reports of
Consultant's activities to Plutonic as Plutonic may from time to
time reasonably request.
(b) All such reports shall be the sole and exclusive
property of Plutonic, to be delivered to Plutonic by Consultant
upon Plutonic's request. Consultant expressly agrees to deliver
to Plutonic all papers, drawings, models, maps, or any other
thing related to Services in Consultant's possession or under its
control upon termination of this agreement.
5. Consultant shall not, and shall procure that McClintock
shall not, within three years after the termination of this
agreement, divulge to any person any proprietary or confidential
information relating to Plutonic or its Subsidiaries or
Affiliates ("Plutonic Companies"), or relating to any business or
property in which any of the Plutonic Companies has an interest,
acquired by Consultant or McClintock while serving as a present
or former director or employee of any of the Plutonic Companies
or in the course of performance of duties under this agreement
without express written authorization by an officer of Plutonic.
For purposes of this agreement, "Subsidiary" shall mean any
corporation, partnership, joint venture or other entity or person
in which Plutonic has a total direct and/or indirect equity or
voting interest of at least 20%, and "Affiliate" shall mean any
corporation, partnership, joint venture or other entity or person
which is directly or indirectly controlling, controlled by or
under common control with Plutonic.
6. Consultant represents and warrants to Plutonic that the
performance of Services hereunder will not breach any obligation
Consultant or McClintock may have to any third party.
7. Consultant agrees that until termination of this
agreement, Consultant shall not, and shall procure that
McClintock shall not, engage in any employment or consulting
services with anyone other than one of the Plutonic Companies
relating to the Services performed or relating to any business or
property in which any of the Plutonic Companies has an interest
at the date of termination without Plutonic's prior written
consent, which consent will not be
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unreasonably withheld.
8. Consultant shall not delegate, subcontract, assign, or
employ any person other than McClintock to perform any work
directly or indirectly related to Services without Plutonic's
prior written consent.
9. (a) The relationship of Consultant to Plutonic shall
be that of an independent contractor. Notwithstanding anything
contained in this agreement, the parties agree that McClintock is
solely the employee of Consultant and is not an employee of
Plutonic. Plutonic acknowledges that it shall have no right to
exercise control over McClintock. Consultant and McClintock
shall not, by reason of this agreement, participate in any
employee benefits available to employees of Plutonic Companies.
(b) Consultant assumes full responsibility and liability
for the payment of any taxes due on any amount payable hereunder.
(c) Except to the extent required by law, Plutonic shall
not make any deduction from any amount payable by it to
Consultant for taxes or for insurance or benefits.
10. The Plutonic Representatives authorized to assign work
to Consultant and coordinate Consultant's performance of Services
are Gregory A. Lang and Jack E. Thompson. Plutonic may assign
such responsibility to any other Representative or
Representatives.
11. (a) All notices provided for in this agreement shall
be delivered personally or by facsimile or by first class
airmail, postage prepaid, and shall be deemed received when
personally delivered or, if by facsimile, on the next business
day after receipt or, if mailed, five business days after date of
mailing.
(b) Any notice of default shall only be effective if
delivered personally, or sent by registered or certified mail.
(c) Any notice from Consultant to Plutonic shall be
delivered or addressed to the Plutonic Representatives.
(d) All notices to be delivered by mail or facsimile shall
be sent to the addresses and facsimile numbers shown below (or as
changed by notice given as provided herein).
12. The interpretation and performance of this agreement
shall be governed by the domestic law of the State of Western
Australia, without regard to conflict of laws principles.
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13. This agreement constitutes the entire agreement between
the parties related to its subject matter. It supersedes all
prior proposals, agreements, understandings, representations and
conditions. It may not be changed or amended except in writing.
CONSULTANT
Name: McClintock
Associates Pty Limited
Address: Level 21, 1 O'Connell
Street
Sydney, NSW 2000
Australia
Tel No.: (02) 9251-4900
Fax No.: (02) 9221-8364
Signature:________________________
PLUTONIC
RESOURCES LIMITED
Locked Bag 12
Cloisters Square
Perth, Western Australia 6850
Tel. No.: (08) 9212-5777
Fax No.: (08) 9322-5700
By:______________________________
Wayne Kirk, Director
I hereby acknowledge and agree to the foregoing agreement
insofar as it imposes obligations on or otherwise applies to me.
_____________________________
Paul McClintock
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