WHEREAS:
A. Eric Tagle is the president of ORO EAST MINING COMPANY INC. (PHILIPPINES)
B. Eric Tagle wishes to engage Ramon Mabanta to assist Eric Tagle in obtaining financing
or identifying a public company or go into IPO which will assist in the development of
Eric Tagles mining claim(s).
NOW THEREFORE WITNESSED that in consideration of the premises and of the mutual
covenants and agreements set forth herein and in the Poetical Option Agreement, the parties
hereto do covenant and agree as follows:
ENGAGEMENT OF ERIC TAGLE
Engagement
1.1 Eric Tagle hereby engages Ramon Mabanta, on a non-exclusive basis, to act as agent for
Eric Tagle to identify and assist Eric Tagle into one or more Qualifying Transactions.
No Authority to Bind
1.2 Ramon Mabanta shall not have the power or authority to bind Eric Tagle to any contract. All
contracts and Qualifying Transactions will remain subject to the approval of Eric Tagle.
3.01 This term of this Agreement will commence on the day and date first written above, and will
continue until terminated in accordance with this Agreement.
Termination for Convenience
3.02 At any following the six month anniversary of this Agreement, either party may terminate
this Agreement on not less than 60 days written notice to the other party.
Termination for Breach
3.03 Either party may terminate this Agreement if the other party commits a material breach of
this Agreement, and if the party in breach does not cure the breach within 14 days following
written notice from other party requiring the party in breach to do so. Any notice given
pursuant to this section will specify, in reasonable detail, the particulars of any breached
relied upon.
COVENANTS
Covenants of Eric Tagle
4.01 Eric Tagle covenants that it will, during the term of this Agreement:
(a) make available to Ramon Mabanta all material information relating to any Claims and to the
business, capitalization, and financial condition of Eric Tagle;
(b) make such information available to any Person with whom Ramon Mabanta is in negotiation,
or with whom Ramon Mabanta proposes to enter negotiations, upon such person executing a
confidentiality agreement to protect confidential information of Eric Tagle in form
satisfactory to Eric Tagle acting reasonably; and
(c) make its own personnel reasonably available to any Person with whom Ramon Mabanta is in
negotiation, or with whom Ramon Mabanta proposes to enter negotiations, to facilitate the
making of a Qualifying Transaction.
Eric Tagle covenants with warrants to Ramon Mabanta that all information provided to Ramon
Mabanta concerning the Claims and the business, capitalization, and financial condition of Eric
Tagle will be accurate.
Covenants of Eric Tagle
4.02 Ramon Mabanta covenants that it will, during the term of this Agreement:
(a) cause any Person with whom Ramon Mabanta is in negotiation, or with whom Ramon
Mabanta proposes to enter negotiation, to enter into a confidentiality agreement to protect the
confidential information of Eric Tagle in a form satisfactory to Eric Tagle acting reasonably;
and
(b) promptly notify Eric Tagle if it becomes aware of any Person acting in breach of such
confidentiality agreement
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the and year
first above written.
ERIC TAGLE
Per:
______________________
Authorized Signatory
RAMON MABANTA
Per:
______________________
Authorized Signatory
WITNESS
Per:
______________________
Authorized Signatory
Print Name
______________________