Consulting agreement

July 27, 2004

 

This Agreement ("Agreement") is made by and between **Geocom Resources Inc.** ("Geocom"), a Nevada corporation located at 114 West Magnolia Street, Suite 413, Bellingham, WA, 98225, Charles Madden an independent contractor ("CM"), with an address at 18 Savile Row, London, W1S 3PW.

WHEREAS Geocom wishes to retain the services of CM on the terms and conditions contained herein, and CM agrees to provide the services as set forth herein; 

THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements hereinafter contained, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties hereto), it is agreed by and between the parties hereto as follows: 

1.Term 

The services of 	CM to Geocom shall commence on August 1st and continue for a term of 1 year, unless earlier terminated as provided by paragraph 4 herein. The term of this agreement may be extended by mutual agreement. 

2. Duties and Responsibilities

CM shall provide financial advice, market information, and brokerage access (collectively the "Activities") to Geocom. These Activities may be amended from time to time in the sole discretion of Geocom, subject to formal notification of same being provided to the Consultant.

3. Compensation and Benefits

In consideration of the services to be provided by CM hereunder, Geocom agrees to pay CM a percentage fee, as negotiated between Geocom and CM, on any financing raised for Geocom directly through the efforts of CM during or after the Term of this Agreement. Geocom also agrees to grant CM 25,000 stock options, at a price determined in the sole discretion of the directors of Geocom, for which the vesting and exercise rights will be as determined by the directors of Geocom at the time of grant and all other terms and conditions will be as set forth in the Geocom's Stock Option Plan.. Geocom's Stock Option Plan Administrator shall grant and administer the stock options, and CM agrees to abide by the rules of the Stock Option Plan, receipt of which is herein acknowledged. CM also acknowledges receipt and agreement with Geocom's Insider Trading Policy Rules, a copy of which are hereby provided.

4.Termination of Employment

Either Geocom or CM may terminate this Agreement without notice for cause. Otherwise, either Geocom or CM may terminate this Agreement with thirty days notice to the other party.

5. Confidentiality

CM agrees that nonpublic information relating to Geocom is the property of Geocom and the unauthorized disclosure of such information is strictly forbidden. Further, CM agrees that many of Geocom's Activities are confidential and sensitive in nature, and that disclosure of such Activities could be damaging to Geocom. Accordingly, CM agrees to maintain the confidentiality of Geocom's Activities unless such disclosure is made to a legitimate governmental or other authority and is required by law. CM shall notify Geocom of any such lawful demand for 

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disclosure, and allow Geocom to respond to or otherwise mitigate any consequences arising from the demand. Unless otherwise agreed by Geocom, CM shall maintain the confidentiality of Geocom's Activities, including but not restricted to all data, studies, records, maps, electronic or intellectual information, and results of CM's Activities in respect of this Agreement affecting Geocom. Following termination of this Agreement, Contractor agrees to maintain confidentiality of all Geocom information for a period of two (2) years.

6. Notice

Any notice required to be given hereunder shall be deemed to have been properly given if delivered personally or sent by pre-paid registered mail as follows:

A : To: Charles Madden
18 Savile Row, London, W1S 3PW.
B: To Geocom Resources Inc.:
114 West Magnolia Street