COFFEE PACIFICA INC






 



  COFFEE PACIFICA INC.



Suite 1210 1200 West
73rd Avenue, Vancouver, BC Canada V6P 6G5 Tel: (604) 264 8012 Fax:
(604) 264 8006

Email: shailen@coffeepacifica.com,
Website: www.coffeepacifica.com





 

January 12, 2006

 




PRIVATE &
CONFIDENTIAL 

 




Mr. Doug Thomas

President 

Internet - IR
Services Inc. 

Unit 304 5158 48th
Avenue, 

Delta, B.C., V4K 5B6


 



Dear Doug;

 




RE: ENGAGEMENT FOR
INVESTOR RELATIONS SERVICES 

 




This letter agreement
(the "Agreement") sets forth the services to be provided by Internet-IR Services
Inc. ("Thomas") to Coffee Pacifica, Inc. (the "Company") and the terms and
conditions under which such services shall be performed (the "Engagement"). 

1. Engagement. Subject to the terms set forth herein,
the Company hereby engages Thomas as the Investor Relations consultant of the
Company and Thomas hereby accepts the position of Investor Relations Consultant
effective as of January 12, 2006. (the "Effective Date"). 



2. Duties. Thomas will perform such duties customarily
performed by the Investor Relations and such other duties as reasonably
requested by the Company in performance of the investor related services.

These duties will include answering investor enquires and
providing information about the Company that is in the public domain, daily
report of the telephone call received and made and supplying and maintaining
1-800 telephone service. It is understood that Thomas has other client
responsibilities but that he does not anticipate any significant time conflicts,
will not accept any significant new engagements and will devote the time and
attention necessary to fulfill these duties to the Company. 



3. Term. The term of Thomas's Engagement hereunder
shall commence on the Effective Date and shall continue on a month to month
basis until terminated by either party upon seven days prior written notice to
the other party. In the event of termination prior to the end of a calendar
month, the Company shall pay Thomas the pro rata fees for the portion of the
month that the Engagement was effective. 



4. Compensation. The Company shall make payment to
Thomas, in arrears, on the last day of each month of US $3,000. For the month of
January 2006, the Company will pay to Thomas an amount of US$3,000 upon
execution of this Agreement. 



5. Expense Reimbursement. Thomas will be entitled to
reimbursement for reasonable out-of-pocket expenses which are approved by the
Company in writing prior to been incurred. Payment will only be made upon
receipt of original invoices of the expenses incurred. 



7. Severance Payment. If the Engagement is terminated
either by the Company or Thomas, Thomas shall not be eligible to receive any
severance payment. 



8. Confidential Information, Rights and Duties. 



(a) Thomas specifically agrees that he shall not at any time,
either during or subsequent to the term of the Engagement, in any fashion, form
or manner, either directly or indirectly, unless expressly consented to in
writing by the Company, use, divulge, disclose or communicate to any person or
entity any confidential information of any kind, nature or description
concerning any matters affecting or relating to the business of the Company,
including, but not limited to: the Company's sales and marketing methods,
programs and related data, or other written records used in the Company's
business; the Company's computer processes, programs and codes; the names,
addresses, buying habits or practices of any of its clients or customers;
compensation paid to other employees and independent contractors and other terms
of any employment or contractual relationships; or any other confidential
information of, about or concerning the business of the Company, its manner of
operations, or other data of any kind, nature or description. The parties to
this Agreement hereby stipulate that, as between them, the above information and
items are important, material and confidential trade secrets that affect the
successful conduct of the Company's business and its good will, and that any
breach of any term of this section is a material breach of this Agreement. All
equipment, notebooks, documents, memoranda, reports, files, samples, books,
correspondence, lists or other written and graphic records, and the like,
including tangible or intangible computer programs, records and data, affecting
or relating to the business of the Company, which Thomas might prepare, use,
construct, observe, posses or control, shall be and shall remain the Company's
sole property. 



(b) For purposes of this Agreement, the term "confidential
information" shall not include any information that: (i) has been made public by
the Company (other than by acts of Thomas in violation of this Agreement or
other obligation of confidentiality); (ii) Thomas is legally compelled to
disclose; provided that Thomas notifies the Company of such proposed disclosure
in as far in advance of its disclosure as is practicable and uses their best
efforts to obtain assurances that confidential treatment will be accorded to
such information; or (iii)is otherwise publicly available other than through
disclosure by a party in breach of a confidentiality obligation with respect
thereto. 



(c) Any wrongful interference with the Company's business,
property, confidential information, trade secrets, clients, customers, employees
or independent contractors by Thomas or any of their agents after the term of
the Engagement shall be treated and acknowledged by the parties as a material
breach of this Agreement. 



(d) Thomas's duties under this Section 8 shall survive
termination of the Engagement. Thomas acknowledge that a remedy at law for any
breach or threatened breach by Thomas of the provisions of this Section 8 would
be inadequate, and Thomas therefore agrees that the Company shall be entitled to
injunctive relief in case of any such breach or threatened breach. 



12. General Provisions. 



(a) Notices. Any notices provided hereunder must be in
writing and shall be deemed effective upon the earlier of personal delivery or
duly sent by certified mail, postage prepaid; by an overnight delivery service,
charges prepaid; or by confirmed telecopy, to the Company at its primary office
location and to Thomas at the following address: 304 5158 48Th 
Avenue, Delta, B.C. V6P 6G5. 



(b) Severability. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provisions had never been contained herein or
therein 



(c) Waiver. If either party should waive any breach of
any provision of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement. 



(d) Complete Agreement. This Agreement to be effective
upon the Effective Date constitute the entire agreement between Thomas and the
Company and it is the complete, final, and exclusive embodiment of their
agreement and supersedes any prior agreement written or otherwise between Thomas
and the Company with regard to this subject matter. It is entered into without
reliance on any promise or representation other than those expressly contained
herein or therein, and it cannot be modified or amended except in a writing
signed by Thomas and the Chief Executive Officer of the Company. 



(e) Counterparts. This Agreement may be executed in
separate counterparts, any one of which need not contain signatures of more than
one party, but all of which taken together will constitute one and the same
agreement or plan. 



(f) Headings. The headings of the sections hereof are
inserted for convenience only and shall not be deemed to constitute a part
hereof or thereof nor to affect the meaning thereof. 

(g) Successors and Assigns. This Agreement is intended
to bind and inure to the benefit of and be enforceable by Thomas and the Company
and their respective successors, assigns, heirs, executors and administrators,
except that Thomas may not assign any of their duties hereunder and may not
assign any of their rights hereunder without the written consent of the Company.




(h) Attorney Fees. If either party hereto brings any
action to enforce his or its rights hereunder, the prevailing party in any such
action shall be entitled to recover his or its reasonable attorneys' fees and
costs incurred in connection with such action. In no event, will a party
entitled to reimbursement be reimbursed later than 2-1/2 months following the
close of the calendar year in which in such action is finally resolved. 



(j) Governing Law. All questions concerning the
construction, validity and interpretation of this Agreement will be governed by
the law of the State of Nevada as applied to contracts excluding the rules on
conflicts of law. 



If you are in agreement with the terms set forth herein,
please read, sign and return a copy of this Agreement to me at the address noted
above. 



Yours truly,



 

 

 


/S/ SHAILEN SINGH 


Shailen Singh 

President & CEO 



 

Accepted and Agreed
to : 



 

 


/S/ Doug Thomas 





Doug Thomas

Authorized signatory


Internet- IR services
Inc.