EXHIBIT 4.33
Consulting Agreement
Dated January 31, 2006, between
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
and
Centrasia Mining Kazakhstan Ltd.
CENTRASIA MINING CORP.
▇▇▇-▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇
TEL: ▇▇▇.▇▇▇.▇▇▇▇
FAX: ▇▇▇.▇▇▇.▇▇▇▇
February 1, 2006
To: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
RE: CONSULTING AGREEMENT
This Agreement contains the terms and conditions of your being retained as the
General Director of the Kazakh subsidiary of Centrasia Mining Corp.
("Centrasia"), which subsidiary is to be incorporated (the "Company"). This
Agreement will commence with effect from February 1, 2006 (the "Commencement
Date") and will continue until terminated in accordance with Section 4 below.
1) GENERAL
a) POSITION & RESPONSIBILITIES: Your position will be as General Director
of the Company. You will be responsible for the day-to-day operations
of the Company. You will report to ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, who is the
Vice-President of Exploration and Director of Operations, Asia for
Centrasia.
b) TIME AND DUTIES: You will devote not less than fifty percent (50%) of
your business time, attention and abilities to the position hereby
granted and accepted. Notwithstanding the foregoing, you hereby
confirm that all of your activities in Kazakhstan will be for the
exclusive benefit of the Company. While performing your duties and
responsibilities you will give the Company the full benefit of your
knowledge, expertise, skill and ingenuity. You acknowledge that in
this position you may be required to fulfill duties and
responsibilities outside of normal business hours.
c) NEW ACQUISITIONS BY THE COMPANY: You confirm that all new property
interests acquired by the Company after the date hereof will be for
the Company's account exclusively, and no additional finder's fees or
other compensation will be payable to any party that is non-arm's
length to you in respect of any such acquisition.
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d) REMUNERATION: In consideration of the performance of all your duties
and responsibilities under this Agreement you will receive a fee equal
to US$36,000 per year, payable in arrears in equal monthly payments.
For good and valuable consideration (the receipt and sufficiency of
which is hereby acknowledged) Centrasia hereby guarantees that the
Company will honour and comply with its obligation to pay this
remuneration to you under this Agreement.
e) BENEFITS AND REIMBURSABLE EXPENSES: Transport to/from project sites,
all accommodation and meal costs related to your work, and any other
reasonable out-of-pocket expenses incurred while performing your
duties will be paid by the Company.
f) OPTIONS, ETC.: You will be eligible for the grant of stock option(s)
by Centrasia, and to the payment of cash or other bonuses in
exceptional circumstances at the discretion of the Board of Directors
of Centrasia, subject, where applicable, to regulatory approval.
2) CONFIDENTIALITY: You acknowledge that your position with the Company under
this Agreement will place them in a position whereby they will be party to
confidential Company information ("Confidential Information") in regard to
the Company and its operations. You hereby undertake not to reveal or pass
on (unless obligated by law) or to use this privileged Confidential
Information both during and subsequent to the termination of this
Agreement, other than to carry out their obligations to the Company. Such
disclosure leading to damages to the Company or otherwise will result in
the termination of this Agreement and/or the Company seeking damages or
losses. You will not copy Confidential Information except as required to
carry out their duties and responsibilities.
3) OBLIGATIONS: Throughout the term of this Agreement, you will faithfully
serve the Company and use your best efforts to promote and further its
business. You will act honestly and in good faith in what you reasonably
believe are the best interests of the Company. You will adhere to all
applicable policies of the Company and exercise the degree of care,
diligence and skill that a reasonably prudent manager would exercise in
comparable circumstances. You will not receive or accept for your benefit,
either directly or indirectly, any commission, rebate, discount, gratuity
or profit from any person having or proposing business transactions with
the Company, without prior written approval from the Company.
4) TERM: This Agreement will be for a term of one year commencing on the
Commencement Date and expiring on the first anniversary of the Commencement
Date, subject to earlier termination as provided herein. At the end of the
initial term of this Agreement, it will be automatically renewed for
successive one year periods unless either party gives written notice to the
other party of non-renewal at least 90 days in advance of the expiration
date of the then current term. The parties agree that in order to protect
the Company's business interests, the Company may, in its sole discretion,
waive the right to notice and end this Agreement at any time upon payment
of three month's pay and any legitimate business expenses payable to you.
Where you are in breach of this contract, engage in conduct which is
dishonest, illegal or damaging to the reputation of the Company, willfully
fail to follow Company policy or direction, or through your own actions are
incapable of carrying out your responsibilities, then the Company may
terminate this Agreement without notice and without payment of
compensation. Upon termination of this Agreement, you will immediately
return all Company property (including, but not restricted to, all
documents or data (written or digital), keys and other hard assets).
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5) GOVERNING LAW: The Agreement shall be governed by and construed in
accordance with the laws of British Columbia and the laws of Canada
applicable in British Columbia.
6) OTHER:
a) No change or modification to this Agreement will be valid unless it is
in writing and signed by both parties.
b) The parties agree that they understand the terms contained in this
Agreement are fair and equitable, and that they have each executed
this Agreement of their own free will.
If you are in agreement with the foregoing, please sign this Agreement where
indicated and fax it to the undersigned at ▇▇▇-▇▇▇-▇▇▇▇ or otherwise return it
to our office.
Yours sincerely,
For and on behalf of
Centrasia Mining Corp.
and the Company
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
I acknowledge and agree to the terms and conditions of my being retained as the
General Director of the Company as set out above.
DATED as of the 1st day of February, 2006
Signed: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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