Unassociated Document


    Exhibit
      10.11

     

    CONSULTING
      AGREEMENT

     

    This
      Consulting Agreement
      ("Agreement") is effective as of June 1, 2007 between Scharfe Holdings Inc.
      2443
      Alder Street, Vancouver British Columbia, Canada V6H 4A4 (“Scharfe” or
“Consultant”), and Pacific Copper Corp. Suite 10A 1226 White Oaks Blvd.,
      Oakville Ontario, Canada L6H 2B9 (“Pacific Copper,” “Client” or the “Company”),
      in connection with the rendering by Scharfe to Pacific Copper of consulting
      services, as described herein below, for and in consideration of the
      compensation described.

    


    WHEREAS,
      Pacific
      Copper about to be a publicly traded company on the OTCBB, and desires to retain
      Scharfe to perform certain consulting services as described herein and Scharfe
      is willing to render and provide such service to the Company. 

    


    THEREFORE,
      in
      consideration of the mutual agreements and covenants set forth in this
      Agreement, and intending to be legally bound hereby, the parties agree as
      follows: 

    


    1.
      Engagement of Consultant. The
      Company hereby engages and retains Consultant to render to the Company the
      consulting services (the “Consulting Services”) described in paragraph 2 hereof
      for the period commencing on the date this Agreement is executed by both parties
      and ending fifteen months thereafter (the "Consulting Period"). 

    


    2.
      Description of Consulting Services. The
      Consulting Services rendered by Consultant hereunder shall consist of
      consultations with management of the Company as such management may from time
      to
      time require during the consulting period. Such consultation with management
      shall be with respect to financial matters, business growth and development,
      and
      general business consultation. The Consulting Services may include such other
      matters as may be agreed upon between the Company and Consultant. 

    


    3.
      Compensation for Consulting Services.
      The
      Company shall pay to Consultant and/or assigns as instructed by Consultant
      for
      the Consulting Services rendered hereunder, the sum of 1,000,000 shares of
      restricted common stock of the Company (“Consultant Shares”) which shall be
      earned in the following manner: 1,000,000 shares will be earned by the
      Consultant and/or assigns in equal installments of 250,000 shares on December
      1,
      2007, March 1, 2008, June 1, 2008 and September 1, 2008. Said 1,000,000 shares
      of restricted common stock of the Company will be tendered to Consultant and/or
      assigns in one certificate on June 1, 2007; provided, however, that Consultant
      must return any unearned shares upon termination of this Agreement.


    


    4.
      Compensation of Out-of-Pocket Expenses.
      The
      Company shall be responsible for reimbursing Consultant for reasonable,
      accountable, out-of-pocket expenses incurred in performing the services provided
      in this Agreement. Such reimbursement would be in addition to any compensation
      for services as provided herein above and would be payable in cash, unless
      otherwise agreed among the parties, within 60 days after receipt of an invoice
      from Consultant. Any expenses in excess of $250.00 in any calendar month for
      which Consultant would be entitled to receive reimbursement would require
      advance written approval by the Company. The cost of all travel including
      airline ticketing, hotel accommodations and other related travel costs shall,
      at
      the election of Consultant, be prepaid by the Company. The Company shall be
      responsible for the fees of accountants, outside legal counsel, other advisors
      and other services requested by the Company when pursuing a
      transaction.

     

    
      
        
        

      

      
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    5.
      Non Exclusivity of Consultants Undertakings. The
      Company expressly understands and agrees that Consultant shall not be prevented
      or barred from rendering services of the same nature as or a similar nature
      to
      those described in this Agreement, or of any nature whatsoever, for or on behalf
      of any person, firm, corporation, or entity other than the Company. Company
      understands and accepts that Consultant is currently providing consulting
      services to other public companies and will continue to do so during the term
      of
      this Agreement. Company also understands and accepts that Consultant will seek
      new clients to provide its consulting services to during the term of this
      Agreement.

    


    6.
      Termination of Relationship. This
      Agreement shall, unless sooner terminated as provided herein below, continue
      for
      the duration of the Consulting Period as defined in paragraph 1 herein above.
      Such term shall be renewed upon mutual agreement of the parties. Either
      Consultant or the Company may terminate this Agreement with or without cause
      upon thirty (30) days written notice to the other provided the Company may
      not
      give notice of cancellation before September 1, 2007. 

     

    In
      the
      event of Termination, the Consultant shall be entitled to accrued expense
      reimbursements and consultant shares vested prior to the termination of this
      Agreement. Further, in the event of Termination, the Consultant Shares that
      have
      vested through such 30th
      day are
      deemed earned by Consultant. 

     

    7.
      Miscellaneous

     

    A.
      Notices.
      Any
      notice or other communication required or permitted by any provision of this
      Agreement shall be in writing and shall be deemed to have been given or served
      for all purposes if delivered personally or sent by registered or certified
      mail, return receipt requested, postage prepaid, addressed to the parties at
      the
      addresses first set forth above.

    


    B.
      Entire Agreement.
      This
      Agreement constitutes the entire agreement between the parties relating to
      the
      subject matter of this Agreement and supersedes all prior discussions between
      the parties. There are no terms, obligations, covenants, express or implied
      warranties, representations, statements or conditions other than those set
      forth
      in this Agreement. No variations or modification of this Agreement or waiver
      of
      any of its terms or provisions shall be valid unless in writing and signed
      by
      both parties.

     

    C.
      Amendment.
      This
      Agreement shall not be modified or amended except by written agreement of the
      parties hereto.

     

    D.
      Governing Law.
      Each of
      the provisions of this Agreement shall be governed by and construed and enforced
      in accordance with the laws of the State of Delaware.

    


    E.
      Delay;
      Partial Exercise.
      No
      failure or delay by any party in exercising any right, power or privilege under
      this Agreement shall operate as a waiver thereof; nor shall any single or
      partial exercise of any right, power or privilege hereunder preclude any other
      or further exercise thereof or the exercise of any other right, power or
      privilege.

    


    F. Severability.
      Should
      any part of the Agreement for any reason be declared invalid or unenforceable,
      such decision shall not affect the validity or enforceability of any remaining
      portion, which remaining portion shall remain in force and effect as if this
      Agreement had been executed with the invalid or unenforceable portion thereof
      eliminated and it is hereby declared the intention of the parties hereto that
      they would have executed the remaining portion of this Agreement without
      including therein any such part, parts or portion which may, for any reason,
      be
      hereafter declared invalid or unenforceable. Should any material term of this
      Agreement be in conflict any laws or regulations, the parties shall in good
      faith attempt to negotiate a lawful modification of this Agreement which will
      preserve, to the greatest extent possible, the original expectation of the
      parties.

     

    G.
      Arbitration.
      Any
      controversy or claim arising out of or relating to this Agreement, or the breach
      thereof, shall be settled by arbitration in Buffalo New York in accordance
      with
      the rules of the American Arbitration Association, and the judgment upon the
      award rendered may be entered in any court having jurisdiction
      thereon.

     

    
      
        
        

      

      
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    H.
      Counterparts.
      This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original, and all of which together shall constitute one and the
      same
      instrument. Execution and delivery of this Agreement by exchange of facsimile
      copies bearing facsimile signature of a party shall constitute a valid and
      binding execution and delivery of this Agreement by such party. Such facsimile
      copies shall constitute enforceable original documents.

     

      In
      Witness Whereof,
      the
      undersigned parties hereto have executed this Agreement on the dates set forth
      opposite their respective signatures.

     

    
      	 	 	 
	
              Dated:
                May 18, 2007 

            	PACIFIC
              COPPER CORP.
	 
 	 
 	 
 
	 	By:  	/s/ Stafford
              Kelley
	 	
              
Stafford
              Kelley
	 	Corporate
              Secretary


    

    
      	 	 	 
	 	SCHARFE
              HOLDINGS INC.
	 
 	 
 	 
 
	Dated:
              May 23, 2007 	By:  	/s/ Brad
              Scharfe
	 	
              
Brad
              Scharfe
	 	
              President

            


    

     

    
      
        
        

      

      
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