Goldbelt Resources Ltd. - Exhibit 4.1




 



CONSULTING SERVICES AGREEMENT 

THIS AGREEMENT made as of the 16 day of February, 2004. 

BETWEEN: 


	 	Brian C. Irwin	 
	 	(hereinafter called the "Consultant")	 
	 	 	OF THE FIRST PART
	AND:	 	 
	 	Goldbelt Resources Ltd.	 
	 	The Exchange Tower	 
	 	130 King Street West Suite 1800	 
	 	Toronto ON M5X 1E3 (hereinafter called the
    "Company")	 
	 	 	OF THE SECOND PART



WHEREAS: 

A The Company is
desirous of engaging the Consultant, and the Consultant is ready, willing and
able, to carry out and provide advisory and consulting services (the "Work") on
the terms and conditions, herein set forth. 

NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration
of the premises and of the sums herein provided to be paid by the Company to the
Consultant, and of the mutual covenants and undertakings to be performed
hereunder, the parties agree as follows: 


ARTICLE I 

AGREEMENT TO PROVIDE CONSULTING SERVICES 


1.01 The Consultant
will carry out the Work for the Company, in the areas, and the rates described
in Schedule "A" hereto for a period of one year renewable for an additional year
by mutual agreement of the parties. 1.02 The Consultant will carry out the Work
in consultation with the representatives of the Company duly appointed in
writing and covenants to conduct the Work in a businesslike manner, in keeping
with professional practices in the industry and in a safe and lawful manner. 


ARTICLE II REPORTING 


2.01 The Consultant
will, as directed in writing, provide the Company with regular reports, in such
form as the Company may reasonably require. All reports and copies thereof are
to be directed to the attention of Collin Ellison, President. 

2.02 The
information contained in such reports will be the exclusive property of the
Company. 

2.03 The reports
and advice of the Consultant are not offered, and will not be used by the
Company for purposes of inducing investment to be made in the Company unless the
consent of the Consultant thereto is first given in writing. 




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ARTICLE III 

INDEMNIFICATION 


3.01
In the event the Company shall use the advice or report(s) of the Consultant in
any way as an inducement or representation to others to rely thereon without the
prior written consent of the Consultant and such holding out or representation
or inducement shall become the subject of any claim for any loss, demand, cost,
damage, action, suit or proceeding whatsoever, the Company covenants to
indemnify and save the Consultant harmless therefrom, it being understood that
such indemnification shall survive termination of this Agreement for a period of
two years. 


ARTICLE IV 

ACCOUNTS 


4.01 The Consultant
shall within fifteen (15) days after the end of each month during which the Work
is performed provide the Company with receipts and vouchers for out-of-pocket
and other expenses reasonably and properly incurred and materials supplied by
the Consultant under this Agreement during the period to which such statement
relates. 4.02 The Company shall, within fifteen (15) days of receipt at its
office of each itemized statement of account furnished by the Consultant, pay
the Consultant all costs and charges on disbursements shown in such itemized
statement of account. 


ARTICLE V 

TERMINATION 


5.01 The Company
shall be liable to pay the Consultant for all Work undertaken and expenses
incurred by the Consultant to the effective date of termination, it being
understood that, if the Company has requested the Consultant to engage any
person expressly for the Work and such person's engagement is terminated as a
result of operation of this Subsection, the Company shall be responsible for the
employment severance cost of such person to the Consultant. 


ARTICLE VI 

ASSIGNMENT 


6.01 The Consultant
shall not assign any of its rights or obligations under this Agreement without
the prior written consent of the Company. 


ARTICLE VII 

AMENDMENT OF THIS AGREEMENT 


7.01 The terms and
conditions of this Agreement may be altered only by written form of amendment
duly executed by both parties hereto. 


ARTICLE VIII 

NOTICE 


8.01 Any notice
required or permitted to be given hereunder by any party shall be deemed to have
been given on the day such notice is delivered in writing to the addresses as
set out in the front page of this Agreement or, if verbal, when communicated
personally or by telephone to the party to whom it is directed and confirmed in
writing delivered within three days; written notice shall be directed to the
address of such party herein before set out or such other address of which
written notice may be given from time to time; notice sent by registered mail
will be deemed to have been delivered at the earlier of the time when the
receipt thereof is signed by the addressee and seventy-two (72) hours after the
posting thereof in any Post Office. 




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ARTICLE IX 

FORCE MAJEURE 


9.01 If any party
is prevented or delayed from performing any of the obligations on its part to be
performed hereunder by reason of force majeure, including but not limited to Act
of God, strike, threat of imminent strike, fire, flood, war, insurrection or
riot, mob violence or requirement or regulation of government which cannot be
overcome by reasonable and lawful means and the use of the facilities normally
employed in performing such obligation, then and in any such event, and so often
as the same shall occur, any such failure to perform shall not be deemed a
breach of this Agreement and the performance of any such obligation shall be
suspended during the period of disability. The parties agree to use all due
diligence to remove such causes of disability as may occur from time to time.



ARTICLE X 

CONFIDENTIALITY OF INFORMATION 


10.01 The
Consultant shall take all reasonable precautions to ensure that its employees
keep confidential any information concerning the Work carried out under this
Agreement and, without limiting the generality of the foregoing, shall instruct
its employees and mark as confidential any and all information relating to the
project or the Company's programs with respect thereto and shall prohibit access
by any other persons to the information in the absence of written permission for
such access by the Company. 


ARTICLE XI 

APPLICABLE LAW 


11.01 This Agreement shall be governed by and any dispute
arising hereunder shall be determined in accordance with the laws of the
Province of British Columbia. 


ARTICLE XII 

DISPUTES 


12.01 Any dispute between the
parties concerning any matter or thing arising from this Agreement shall be
referred to a mutually agreeable professional who is knowledgeable in the oil
and gas industry. 12.02 The decision of the professional referred to in
Subsection 12.01 shall be final and binding upon the parties. 12.03 Failing
agreement on appointment of a professional under Subsection 12.01, any
disagreement or dispute shall be resolved by resort to law and shall be referred
to the jurisdiction of the Courts of the Province of British Columbia. 


ARTICLE XIII 

OTHER AGREEMENTS 


13.01 This
Agreement constitutes the complete agreement between the Consultant and the
Company and with respect to subject matter treated herein and shall not be
varied in its terms by oral agreement, representation or otherwise except an
instrument or instruments in writing dated subsequent to the date hereof and
executed by the duly authorized representatives of the Consultant and the
Company, and this Agreement supercedes all prior agreements, memoranda,
correspondence, communication, negotiations or representations, whether oral or
written, express or implied, between the parties with respect to the subject
matter. 


ARTICLE XIV 

ENUREMENT 




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14.01 This Agreement shall enure to
the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. IN WITNESS WHEREOF the parties have hereunto
to have effect, caused their common seal(s) to be affixed in the presence of
their proper officers duly authorized in that regard the day and year first
above written. 


Goldbelt Resources Ltd. 


Per:            
[Signed]                   


        Authorized Signatory 


	SIGNED, SEALED AND DELIVERED	)	 
	BY BRIAN C. IRWIN in the presence of:	)	 
	 	)	 
	 	)	 
	
    Name	)	 
	 	)	               
    [Signed]                   
    
	 	)	BRIAN C. IRWIN
	
    Address	)	 
	 	)	 
	 	)	 
	
    Occupation	)	 





SCHEDULE "A" 

Description of Work 


The Consultant shall be engaged to advise the Company and its
associates in connection with such services as may reasonably be requested by
the Company in connection with corporate and regulatory matters and the
co-ordination of legal services for the Company.

Schedule of Consultant's Rates 

Expenses The Company will reimburse the Consultant for all reasonable
expenses properly incurred. 

The consultant shall be paid the sum of $4,000 per month.