Filed by Automated Filing Services Inc. (604) 609-0244 - Hemis Corporation - Exhibit 10.4






Consulting Agreement

THIS CONSULTING AGREEMENT (the "Agreement") effective as
of the 5th day of January, 2006.

BETWEEN

HEMIS
CORPORATION
Neuhofstrasse 8 
8600 Dübendorf 
Switzerland

(the "Company")

AND

DOUGLAS OLIVER
11564 Belfry
Point
Bentonville, Arkansas 72712 
USA 

(the “Consultant”)

WHEREAS:

	A 	
      The Company is engaged in the acquisition of mining
      rights and the exploration of mining properties; and

	 	 
	B 	
      The Company and the Consultant have agreed to enter into
      a consulting agreement for their mutual benefit.



THIS AGREEMENT WITNESSES that the parties have agreed
that the terms and conditions of the relationship shall be as follows:

	1 	
      Duties

	 	 	 	 
	1.1 	
      The Company appoints the Consultant to undertake the
      duties as a Geologist, to commence immediately and as
      a Director to serve on the Board of Directors of the Company, to
      commence on March 21, 2006, and the Consultant accepts the positions, on
      the terms and conditions set forth in this Agreement.

	 	 	 	 
	1.2 	
      Specifically, the Consultant will be required to serve on
      the Board of Directors and to provide Geologist services and to negotiate
      and complete the acquisition of mining rights for the Company and to
      oversee the geological work on any future geological projects.

	 	 	 	 
	2 	
      Term

	 	 	 	 
	2.1 	
      The Consultant’s appointment as Geologist shall commence
      with effect from January 5, 2006 and shall continue until terminated in
      accordance with the provisions of clause 7 of this Agreement.

	 	 	 	 
	2.2 	
      The Consultant’s appointment as Director on the Board of
      Directors shall commence with effect from March 21, 2006 and shall
      continue until terminated in accordance with the provisions of clause 7 of
      this Agreement.

	 	 	 	 
	3 	
      Compensation

	 	 	 	 
	3.1 	
      Remuneration. The remuneration of the
      Consultant for his services shall be:

	 	 	 	 
		a 	
      as a incentive for agreeing to this contract, 50,000
      common shares of the Company, to be issued at fair market value;
  and

	 	 	 	 
		b 	
      50,000 options to purchase common shares of the Company
      each year for three years (the “Performance Options”), which shall vest,
      so long as the Consultant continues to serve as a Director on the Board of
      Directors, according to the following schedule:

	 	 	 	 
			• 	
      On March 21, 2006, 50,000 options to purchase common
      shares of the Company at $1.00 per share;







— 2 —

	 	• 
	 On January 1, 2007, 50,000 options to purchase common
        shares of the Company at $1.50 per share;

	 	 	 
	 	• 
	On January 1, 2008, 50,000 options to purchase common
        shares of the Company at $2.00 per share; and 

	 	 	 
	 	The Performance Options will expire on the
        date the Consultant ceases to serve on the Board of Directors of the Company.
      

      c         The
        Company hereby issues the Consultant two more options (the “Conditional
        Options”), according to the following conditions:

	 	 	 
	 	• 
	An option to purchase 100,000 common shares of the
        Company at a price of $1.00 per share, which shall only become exercisable
        after successful completion of the exploration stage of the project at
        El Tigre, Porvenir, and the surrounding area. The area must be ready to
        drill by December 31, 2006 for the options to become exercisable.

	 	 	 
	 	• 
	An option to purchase 1,000,000 common shares of
        the Company at a price of $1.00 per share, which shall only become exercisable
        if a substantial deposit in excess of 500,000 ounces of gold has been
        identified on any existing property that the Company has the rights to,
        or any new property in which the Company has acquired rights.

	 	 	 
	 	The Conditional Options shall expire 60 days
        after the termination of this Agreement. 

      d      More details of the Performance
        Options and the Conditional Options and share issuance are set forth in
        the Option Agreements and Subscription Agreements between the Company
        and the Consultant.

	 	 	 
	3.2 	 Expenses. The Consultant will
        be entitled to receive a daily rate of US $400.00 plus expenses, per actual
        day the Consultant provides services to the Company, to be invoiced monthly.
        Full costs of attending Company functions to give presentations for the
        Company will be paid in full by the Company.

	 	 	 
	4 	 Non-solicitation

	 	 	 
	4.1 	 The Consultant also agrees that:

	 	 	 
		(a) 	 during the term of this Agreement he or she will not
        hire or take away or cause to be hired or taken away any employee or consultant
        of the Company; and

	 	 	 
		(b) 	 for a period of 12 months following the termination
        of this agreement, the Consultant will not hire or take away or cause
        to be hired or taken away any employee who was in the employ of the Company
        during the 12 months preceding such termination.

	 	 	 
	5 	 Confidential Information

	 	 	 
	5.1 	 The Consultant acknowledges that as the Consultant
        and Director of the Company, he or she will acquire information about
        certain matters and things which are confidential to the Company, and
        which information is the exclusive property of the Company, including:

	 	 	 
		(a) 	 names and locations of certain properties;

	 	 	 
		(b) 	 trade secrets; and

	 	 	 
		(c) 	 confidential information concerning the business operations
        or financing of the Company.

	 	 	 
	5.2 	 The Consultant acknowledges that the information
        referred to in clause 6.1 could be used to the detriment of the Company.
        Accordingly, the Consultant undertakes not to disclose same to any third
        party either during the term of this Agreement (except as may be necessary
        in the proper provision of the Consultant’s services under this Agreement),
        or after the termination of this Agreement, except with the written permission
        of an officer of the Company.








— 3 —

	6 	
      Termination

	 	 
	6.1 	
      Either the Company or the Consultant may terminate this
      Agreement at any time, provided that 14 days’ notice has been delivered by
      the party terminating the Agreement.

	 	 
	7 	
      Company’s Property

	 	 
	7.1 	
      The Consultant acknowledges that all items of any and
      every nature or kind created or used by the Consultant pursuant to this
      Agreement, or furnished by the Company to the Consultant, and all
      equipment, automobiles, credit cards, books, records, reports, files,
      diskettes, manuals, literature, confidential information or other
      materials, shall remain and be considered the exclusive property of the
      Company at all times and shall be surrendered to the Company, in good
      condition, promptly at the request of the Company, or in the absence of a
      request, on the termination of this Agreement. The Consultant hereby
      assigns any and all copyright to the Company on all literary and other
      artistic works created for the benefit of the Company towards which the
      Consultant contributes, and the Consultant waives any and all moral rights
      that may be associated with such works.

	 	 
	8 	
      Assignment of Rights

	 	 
	8.1 	
      The rights which accrue to the Company under this
      Agreement shall pass to its successors or assigns. The rights of the
      Consultant under this Agreement are not assignable or transferable in any
      manner.

	 	 
	9 	
      Notices

	 	 
	9.1 	
      Any notice required or permitted to be given to the
      Consultant shall be sufficiently given if delivered to the Consultant
      personally or if mailed by registered mail to the Consultant’s address
      last known to the Company, or if delivered to the Consultant via
      facsimile.

	 	 
	9.2 	
      Any notice required or permitted to be given to the
      Company shall be sufficiently given if mailed by registered mail to the
      Company’s head office at its address last known to the Consultant, or if
      delivered to the Company via facsimile.

	 	 
	10 	
      Severability

	 	 
	10.1 	
      In the event that any provision or part of this Agreement
      shall be deemed void or invalid by a court of competent jurisdiction, the
      remaining provisions or parts shall be and remain in full force and
      effect.

	 	 
	11 	
      Modification of Agreement

	 	 
	11.1 	
      Any modification to this Agreement must be in writing and
      signed by the parties or it shall have no effect and shall be
  void.

	 	 
	12 	
      Countersignatures

	 	 
	12.1 	
      This Agreement may be signed in counterparts, each of
      which so signed shall be deemed to be an original (and each signed copy
      sent by electronic facsimile transmission shall be deemed to be an
      original), and such counterparts together shall constitute one and the
      same instrument and notwithstanding the date of execution, shall be deemed
      to bear the date as set forth above.







— 4 —

IN WITNESS WHEREOF this Agreement has been executed by
the parties to it, the day, month and year first written.

HEMIS CORPORATION 
by its authorized signatory


/s/ Norman
Meier                                           

Norman Meier, President


Consultant:

 

/s/ Douglas
Oliver                                         

Douglas Oliver