exh101.htm


    Exhibit
10.1

    


    CONSULTING
SERVICES AGREEMENT

    


    THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”) is entered into on December 3rd,
2009 between Lake Victoria Mining Company, Inc. (LVCA) (“Company”), having its
principle address at 1781 Larkspur Drive, Golden, Colorado, 80401 and Robert
Lupo and/or signee’s - to whom the stock is to be issued - having its principal
address at 16 Spottswood Road, Glen Rock, NJ, 07452 (“Consultant”).

    


    WHEREAS, the Company desires to retain
the services of Consultant as described herein and Consultant desires to provide
such services for the consideration set forth below and for such other mutual
promises and consideration received the Company and Consultant hereby enter into
this Agreement as follows:

    


    1.  Services.              The
Company retains Consultant to render to the Company the following services (the
“Services”):

    


    
      	
               
      

            	
              a)

            	
              Consultant
      will provide all public relations, and advisory, and consulting services
      to the Company in conjunction with the development of the Company’s
      marketing plan, business plan, and
goals.

            


    

    


    
      	
               
      

            	
              b)

            	
              Consultant
      shall provide advisory and consulting services alternatives for maximizing
      the Company’s exposure to, and penetration of, its target
      market.

            


    

    


    
      	
               
      

            	
              c)

            	
              In
      consultation with the Company, Consultant shall schedule and arrange
      meetings and conferences, in person, by telephone, or other media, for the
      Company’s representatives and such third parties as the Consultant
      believes will further the purposes of this Agreement. Said meetings and
      conferences shall be with representatives of potential strategic partners
      of the Company, marketing and media representatives and representatives’
      of investment and banking advisory
services.

            


    

    


    
      	
               
      

            	
              d)

            	
              It
      is expressly agreed herein that the Company shall be responsible for all
      reasonable costs and necessary expenses incurred by Consultant, including
      travel, mileage, duplicating and communication expenses. The Company shall
      reimburse Consultant for all such expenses with thirty (30) days, subject
      to submission by Consultant of reasonably satisfactory documentation.
      Consultant shall be required to receive prior written approval from the
      Company’s Chief Financial Officer or a member of the
  Board.

            


    

    


    2.  Compensation.     As
consideration for Consultant’s performance of the Services, the Company agrees
to issue to Robert Lupo, and/or signee Three Hundred Thousand (300,000) shares
of the Company’s restricted common stock within thirty days (30 days) upon the
signing of this contract. Further, if requested by Consultant or nominee, the
Company shall at its sole expense, provide Consultant with a written legal
opinion regarding the tradability of such


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    stock
upon the termination of the period of restriction. The Company and Consultant
agree to the following:

    


    
      	
               
      

            	
              (i)

            	
              Consultant
      shall be entitled to “piggy-back” registration rights for the Shares on
      all registrations of the Company, except for registrations filed on Form
      S-4 or Form S-8, or on any demand registrations of any other investor
      subject to the right, however, of the Company and its underwriters to
      reduce the number of shares proposed to be registered pro rata in view of
      market conditions. The Company shall bear registration expenses (exclusive
      of underwriting discounts and commissions) of all such demands,
      piggy-backs, and S-3 or SB-2 registrations;
and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              The
      following legend (or a legend substantially in the following form) shall
      be placed on certificates representing the Shares issued pursuant to this
      Section 2:

            


    

    


    THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED,
OFFERED, PLEDGED OR OTHERWISE TRANSFERRED OR DISPOSED OF UNLESS (A) THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE UNITED STATES
STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES,
OR (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF
THESE SECURITIES (CONCURRED IN BY LEGAL COUNSEL FOR THIS CORPORATION) STATING
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THIS CORPORATION
OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM
REGISTRATION.

    


    Additionally,
the Consultant understands that at the present time Rule 144 promulgated under
the Securities Act may not be relied upon for the resale or distribution of the
securities issued pursuant to this Section 2, except and unless as to Rule
144(k) should Rule 144(k) become applicable to t e Consultant, because the
Company does not file current or

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    periodic
reports with the Securities and Exchange Commission or make information about
the Company publicly available. Moreover, there can be no assurance that the
Company will in the future file such reports or make publicly available such
information.

    


    3.  Term and
Termination.                   Subject
to earlier termination, the term of this agreement shall begin on the date set
forth above and will continue in full force and effect for a period of twelve
(12) months. Thereafter, the parties may renew this Agreement upon mutually
agreeable terms. Either party may terminate this Agreement on thirty (30)
calendar days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or obligations under
this Agreement. Except as may be otherwise provided in this Agreement, such
breach by either party will result in that party being responsible to reimburse
the non-defaulting party for all costs incurred directly as a result of the
breach of this Agreement, and shall be subject to such damages as may be allowed
by law including all attorneys’ fees and costs of enforcing this Agreement. Upon
any termination or expiration of this Agreement, Company shall pay all unpaid
and outstanding fees, through the effective date of termination or expiration of
this Agreement. And upon such termination, Consultant shall provide and deliver
to Company any and all outstanding Services due through the effective date of
this Agreement. Termination by either party shall not result in the forfeiture
by Consultant of the Shares or right to a written legal opinion regarding the
tradability of the Shares.

    


    4.  Independent Contractor
Status.     The parties agree and acknowledge
that that this Agreement shall not be construed so as to make either an employee
of the other and neither party shall hold themselves out as such. Neither party
shall i) have the authority bind the other to any contract, agreement, nor
indenture; ii) be liable to any third party for the acts of the other; nor iii)
accept service of process for the other.

    


    5.  Confidential
Information.                It
is agreed by the parties that Consultant shall have access to, have disclosed to
it, or otherwise obtain Confidential Information about the Company.
“Confidential Information” shall mean confidential, nonpublic or other
proprietary information including, without limitation, letters addressed from
the Securities and Exchange Commission to the Company, trade secrets, technical
information, including algorithms, code, data, designs, documentation, drawings,
formulae, hardware, know-how, ideas, inventions, .whether patentable or not,
photographs, plans, procedures, processes, reports, research, samples, sketches,
software, specifications, business information, including customer and
distributor names, marketing information, operations, plans, products, financial
information, including pricing and other confidential information that is
disclosed under the terms of this Agreement by the Company or the Consultant.
Consultant shall not disclose to, or use for the benefit of, any third party,
Confidential Information it receives without the prior written
consent

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    of the
Company. Information shall not be considered Confidential Information if such
information is i) already known to Consultant at the time it is obtained, ii)
subsequently learned from an independent third party; or iii) available
publicly.

    


    6.  Confidentiality of
Agreement.         The
parties shall not disclose to any third person or entity, any portion of this
Agreement except as necessary for the Consultant to provide the Services set
forth in Section 1 herein. Neither party shall disclose the existence or terms
of this Agreement without first obtaining prior written approval of the other
party which approval may be withheld by Consultant for any reason. Neither party
shall use the other’s name, logo, trademarks, or service marks in any
advertising, publicity releases, or any other materials without that party’s
prior written approval, which shall not be unreasonably withheld by the Company
if Consultant determines such use to be consistent with the performance of its
Services described herein.

    


    7.  Best
Efforts.                             
    The parties agree that Consultant will utilize its best
efforts to provide the Services set forth in Section 1 above. The Company
acknowledges and accepts that Consultant does not and cannot promise or
guarantee that any specific result can or will be achieved by the Consultant as
a result of its performance of the Services set forth herein.

    


    8.  Assignment.                               
   This Agreement shall be assigned to and inure to the benefit
of, and be binding upon, any successor to substantially all of the assets and
business of the Company as a going concern, whether by merger, consolidation,
liquidation or sale of substantially all of the assets of the Company or
otherwise. The Company will require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company to assume expressly and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform as if no such succession had taken place;
and, as used in this Agreement, “Company” shall mean the Company as hereinbefore
defined and any successor to its business and/or assets as aforesaid which
assumes and agrees to perform this Agreement by operation of law, or otherwise;
provided that for purposes of Section 8 hereof, the term “Company” shall mean
the Company as hereinbefore defined and any such transaction in which this
Agreement is assigned to a successor may not expand or enlarge the scope of
restrictions applicable to Consultant pursuant to this Agreement. Consultant
understands and agrees, however, that this Agreement is exclusive and personal
to him only, and, as such, he will neither assign nor subcontract all or part of
his undertaking(s) or obligation(s) under the terms of this
Agreement.

    


    9.  Suit/Jurisdiction.                             The
parties agree that any and all disputes rising out of or relating to this
Agreement shall be submitted to the American Arbitration Association (“AAA”) for
binding and final resolution in accordance with the rules of the AM. The parties
further agree that such arbitration shall take place in West Palm Beach,
Florida, as up to Consultant’s sole discretion. Notwithstanding the foregoing,
the parties shall each retain the right to seek injunctive or

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    equitable
relief for any actual or threatened breach of Sections 5 and 6 of this
Agreement. In the event either party exercises its right to seek injunctive or
equitable relief, it shall do so in a court of competent jurisdiction in the
State of Florida or such other jurisdiction as Consultant in its sole discretion
shall choose. The choice of law shall be the law of the State of Florida.
Without limitation of the foregoing, each party acknowledges that it hereby
waives the right to have disputes rising out of or relating to this Agreement
resolved by jury trial.

    


    10. Interpretation of
Agreement.          This
Agreement shall be interpreted in accordance plain meaning of its terms and
under the laws of the State of Florida.

    


    11. Contents of Agreement and
Amendments.   This Agreement set forth the entire
agreement of the parties. No amendment or modification to this Agreement shall
be binding unless in writing and signed by both parties.

    


    12. Counterparts; Delivery by
Facsimile.           This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. Delivery of this Agreement may be effected by
facsimile.

    


    IN WITNESS WHEREOF, the parties have
executed this Agreement effective as of the date and year first written
above.

    


    
      	
              CONSULTANT:

            	 
      	
              COMPANY:

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
              X  ROGER
      A. NEWELL

            
	
              Print
      Name: Robert Lupo

            	 
      	
              Print
      Name: Roger Newell

            
	 
      	 
      	
              for
      LVCA

            
	 
      	 
      	 
      
	
              Dated:
      X

            	 
      	 
      	
              Dated:
      X

            	
              December
      3rd,
      2009