EXHIBIT 3
CONSULTANT SERVICES AGREEMENT
THIS AGREEMENT dated for reference the 1st day of October, 1999.
BETWEEN: BUZZ COMMUNICATIONS INC.
2482 - 650 West Georgia Street
P.O. Box 11552
Vancouver, British Columbia
V6B 4N8
(the "Consultant")
AND: CENTRAL MINERA CORP.
2482 - 650 West Georgia Street
P.O. Box 11552
Vancouver, British Columbia
V6B 4N8
(the "Company")
WHEREAS the Company wishes to engage the Consultant to provide consultant
services upon the terms and conditions hereinafter contained.
NOW THEREFORE THIS AGREEMENT WITNESSES that the parties mutually agree as
follows:
1. ENGAGEMENT AND TERM
1.1 Subject to the terms hereof, the Company hereby engages the Consultant
to provide the Services, as hereinafter defined.
1.2 The Consultant's obligations to perform the Services, as hereinafter
defined, shall commence on the date of the Agreement until such time
that this Agreement is terminated by either party in accordance with
section 6 (the "Term").
2. SERVICES
2.1 Under the general policy directions of the Company as communicated by
either the directors (the "Directors") or the President (the
"President") of the Company, the Consultant shall use his best efforts
to:
(a) Give investor relations advice with respect to the affairs of the
Company and its long term planning and the establishment of
investor relations objectives, including, web site and site
management, strategic business plans, fund raising and other
objectives inducing the introduction to the Company of
individuals/companies that may assist the company in raising
venture capital through both the private placement and public
offering of the Company's securities, upon receipt of a written
request as communicated by the Directors and/or President of the
Company. The Consultant will participate in all finder's fees or
commissions for arranging such a transaction, or any transaction
during the term of this agreement.
(b) Monitor and design the production of brochures, annual reports and
other information documents.
(c) Enhance the public's awareness of the Company, its activities and
its securities in the best possible light at all times while
adhering to the rules and regulations of all jurisdictions.
(d) Should the Consultant be approached to perform duties over and
above those described above, the Consultant shall negotiate
appropriate recompense at that time.
2.2 The Consultant shall perform the Services in a diligent and efficient
manner and shall present his proposals respecting the Services to the
Directors or President or their representatives.
3. CONSIDERATION
3.1 A monthly fee of $5,000.00 will be paid to the Consultant.
3.2 In consideration for the Services the Company will grant to the
Consultant an incentive stock option to purchase up to 300,000 common
shares in the capital stock of the Company at $0.20 per share.
3.3 The Consultant shall bill to the Company out-of-pocket expenses plus
10% administration. All expenses in excess of $1,000.00 shall first be
submitted to the Company in the form of written work order for approval
by the Company.
4. RELATIONSHIP OF THE PARTIES
4.1 The Consultant is now and shall remain an independent contractor and
nothing contained in this agreement is intended to create or shall be
construed so as to create an agency or employment relationship, a
partnership or joint venture between the Company and the Consultant.
5. CONFIDENTIALITY AND INDEMNITY
5.1 The Consultant hereby covenants and agrees with the Company to:
(a) Comply with all applicable securities and other laws, regulations
and policies affecting the Company the business of the Company and
the Consultant.
(b) Not publicly disclose or use any information which the Consultant
now has or may hereafter acquire relating to the Company or its
business other than in connection with the performance by the
Consultant of the Services or as required by law or by the rules
and regulations of any regulatory authority or stock exchange
having jurisdiction or with the written consent of the Directors;
and
(c) Defend, indemnify and save the Company harmless from and against
any and all claims, demands, actions, causes of action, losses,
damages, costs, charges, liabilities and expenses (including but
not limited to, legal fees and costs of any action, both on a
solicitor and own client basis) of whatever kind or character, on
account of any actual or alleged loss, injury or damage to any
person, firm or corporation or to any property arising out of or
in connection with any actions, errors or omissions of the
Consultant in relation to the performance of the Services.
6. TERMINATION AND RENEWAL
6.1 The termination of the Consultant's engagement to perform the Services
shall not relieve either party of any unfulfilled monetary or other
obligation created under this Agreement except as otherwise
specifically provided by the Agreement or otherwise in writing by the
parties.
6.2 On the effective date of the termination, the Consultant shall deliver
to the Company, in reasonable state of repair, all property, reports,
data and other information owned by the Company or prepared by the
Consultant in connection with the performance of the Services and in
possession of the Consultant on such date.
6.3 This agreement may be extended at the end of the Term by agreement in
writing of the parties, upon such terms and conditions as may be
specified therein.
6.4 This agreement may be terminated at any time by the Company, upon
written notice being delivered to the Consultant, should the Consultant
cease to act in good faith, or commit an act of gross malfeasance, such
termination will be immediate.
7. ASSIGNMENT
7.1 Neither party hereto may assign, transfer or sell any of its rights or
obligations under this Agreement without the prior written consent of
the other party.
8. MODIFICATION OF THE AGREEMENT
8.1 This Agreement constitutes the entire agreement between the parties
with respect to the subject matter herein set out and, to be effective,
any modification of this Agreement must be in writing and signed by the
party to be charged thereby.
8.2 The incentive stock options granted to the Consultant will be in
accordance with regulations.
9. NOTICES
9.1 Any notice, direction or other instrument required or permitted to be
given under the provisions hereof shall be in writing and may be given
by delivery of the same of by mailing the same by prepaid, registered
or certified mail or by sending the same by FAX or other similar form
of communication, in each case addressed as set forth on page 1 of this
Agreement.
9.2 Any notice, direction or other aforesaid instrument shall, if
delivered, be deemed to have been given and received on the day it was
delivered and, if mailed, be deemed to have been given and received on
the fifth business day following the day of mailing in British
Columbia, except in the event of disruption of the postal service in
which event notice shall be deemed to be received only when actually
received and, if sent by FAX, be deemed to have been given or received
on the day it was so sent.
9.3 Any party may at any time give to the other notice in writing of any
change of address of the party giving such notice and from and after
the giving of such notice the address or addresses therein specified
shall be deemed to be the address of such party for the purposes of
giving notice hereunder.
10. FURTHER ASSURANCES
10.1 Each party shall at any time and from time to time, upon the request of
the other party execute and deliver such further documents and so such
further acts and things as such other party may reasonably request in
order to evidence, carry out and give full effect to the terms,
conditions, intent and meaning of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
SIGNED, SEALED AND DELIVERED
In the presence of:
CENTRAL MINERA CORP. BUZZ COMMUNICATIONS
by its Authorized Signatory: by its Authorized Signatory:
/s/ Gordon Ellis /s/ Anne C. Eilers
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witness witness