CME CME & Company
A partnership of:
C.M. Exploration International Ltd.
C.M. (Exploration) Ltd.
May 3, 2000
Columbia River Resources Inc.
#304-856 Homer Street
Vancouver, BC
Canada V6B 2W5
ATTN.: MR. ROBERT FERGUSON
PRESIDENT
RE: CONTRACT FOR PROFESSIONAL SERVICES - NIGERIA EVALUATION PHASE II
Further to discussions between Columbia River Resources Inc. and CME & Company,
the following outlines our proposal for the terms and conditions for the
services to be rendered by CME in Nigeria.
The parties to this agreement are:
Columbia River Resources Inc.
#304-856 Homer Street
Vancouver, BC
Canada V6B 2W5
hereinafter referred to as "CRVV"
and
CME & Company
104-106 Kings Road, Brentwood, Essex, UK CM14 4EA
hereinafter referred to as "CME."
- -------------------------------------------------------------------------------
P.O. Box 199 Victory Houts, Le Truchot, St. Peter Port, Guernsey, GY1 4JQ,
Channel Islands
Telephone (441 481) 723372 Facsimile (441 481) 771354
1. SERVICES
REGIONAL EVALUATION
Geological mapping and rock sampling will be designed to cover the SW, Central
and NE parts of Nigeria. Minerals of interest include Tantalum and other rare
metals. In the SW regional two gold properties will be visited. Maping will
include detailed rock descriptions and structural measurements.
An estimated 500 rock, 200 soil and 50 silt samples will be taken.
DETAIL EVALUATION
Three areas from the Phase I Evaluation Program will be followed up with further
studies. They include the Angwan Mallan, Tattara and the Nawa pegmatite fields.
Follow up work will include geological mapping, rock sampling, prospecting,
trenching and trench sampling.
Promising areas found during the regional evaluation will be followed up with
trenching and trench sampling.
An extimated 700 metres of trenching will be excavated and 700 rock and trench
samples will be taken.
2. REPORTING
CME shall provide CRVV with the following reports:
1) A monthly report by fax or e-mail comprising a detailed summary of
progress and results in regard to work completed, and
2) A final technical report detailing the work completed and results of
the program. The completion of the report is contingent upon receiving
all analytical results from the proposed work program. The report will
be delivered to CRVV no later than 45 days from receiving the last
batch of analytical results.
A total of seven copies of the final technical report will be created. Four
copies of the report will be provided to CRVV and three copies will be kept on
file with CME, all in hardcopy and digital format. Any additional reports
requested by CRVV will be charged at cost plus 15%.
3. PROJECT MANAGEMENT PROVISIONS
CME shall provide all necessary personnel, equipment, materials and services to
carry out the proposed work program.
CME will prepare terms of reference and/or tender documents for subcontract
services, as required, and solicit bids from qualified suppliers. The selection
will be on the basis of the lowest qualified
bidder, and the selection will be approved by CME and signed between the
approved bidder and CME.
Upon the scope of services, 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
4. CHARGES
Billings for the work carried out will be based on actual time spent and costs
incurred, in accordance with the terms and conditions set out in this agreement.
CRVV agrees to pay CME for the work performed at the following contract rates:
SERVICES OF CME PERSONNEL US$
------------------------- ---
Consultant I $750 per day
Consultant II $600 per day
Project Manager $500 per day
Senior Geologist $450 per day
Geologist $350 per day
Field Supervisor $300 per day
Vehicle $150 per day
Computer $25 per day
Subcontractor cost plus 15%
CRVV also agrees to reimburse CME for all costs(1) incurred in connection with
this project and to pay an administration fee of 15% of such costs.
All prices in this proposal are quoted without taxes, environmental or
exploration fees. It is agreed that CRVV will be responsible for such taxes
and/or fees that may arise out of the execution of the proposed work program.
- --------
1 Cost of any of CME's service providers (including, but not limited to, long
distance telephone, long distance facsimile, travel and laboratory services)
will be charged according to the cost charged CME without any credit CME may
have received from time to time by reason of the volume of CME's overall
business with its service providers
5. BUDGET
ITEM COST (US$)
Personnel/Labour 127,000
Travel/Truck Rental 64,000
Analysis 18,000
Food & Accommodation 28,300
Communication 1,700
Field Supplies 4,000
Miscellaneous (Courier/Shipping) 4,700
Report Costs 11,700
Administration 20,000
Contingency 7% 20,600
TOTAL 300,000
The total budget for the proposed program is $300,000 which does not include any
applicable taxes.
6. CHANGE IN SCOPE AND COST REVISIONS.
CRVV may at any time instruct CME to investigate changes in the scope of the
proposed work program and CME shall forthwith prepare for CRVV's approval an
estimate reflecting the cost if any, of such change, based on the charges set
out in Section 4.
7. GENERAL PROVISIONS
All prior agreements (whether oral or written) between the parties with respect
to the work to be performed are superseded by this agreement.
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.
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.
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 and contractors
from the field in the event of restrictions to the site due to fire, fire azard,
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 that 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 & Company or CME (Ghana) Ltd. 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.
8. PAYMENT
CME will send invoices twice a month to CRVV. Payment will be due on receipt of
CME invoices. Interest will be charged on invoices more than 15 days overdue at
the rate of 2% per month.
An initial down payment of US$50,000 will be paid by CRVV to CME on signing of
this Agreement. This down payment will be credited to the final invoice to CRVV.
9. TERMINATION
This contract may be terminated by either party two (2) 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.
Yours very truly,
Accepted,
CME & Company Columbia River Resources Inc.
By C.M. Exploration International
General Partner
/s/ T. Gregory Hawkins /s/ Robert Ferguson
- ------------------------- ---------------------
T. Gregory Hawkins Robert Ferguson
Managing Director President