Filed by Automated Filing Services Inc. (604) 609-0244 - Quartz Mountain Resources Ltd. - Exhibit 10.2





 GEOLOGICAL, MANAGEMENT AND 

  ADMINISTRATION SERVICES AGREEMENT 


THIS AGREEMENT dated for reference the 31st day of December, 1996 


BETWEEN: 


  
    
      
         HUNTER DICKINSON INC., a company incorporated under the federal
          laws of Canada having a registered office at Suite 1500, 1055 West Georgia
          Street, Vancouver, British Columbia, V6E 4N7 

         (herein “HDI”) 

      

    

  



 OF THE FIRST PART 


AND: 


  
    
      
         QUARTZ MOUNTAIN GOLD CORP., a British Columbia
          company having a business office at Suite 1020, 800 West Pender Street,
          Vancouver, British Columbia, V6C 2V6 

         (herein “Quartz Mountain“) 

      

    

  



 OF THE SECOND PART 


WHEREAS: 

 (A)                   HDI
  is a company established to provide geological, corporate development, administrative
  and management services for public companies involved in the acquisition and
  exploration of natural resource properties; 

 (B)                   Quartz
  Mountain and HDI have agreed that HDI will provide the services more particularly
  described herein on the terms and conditions of this Agreement and that Quartz
  Mountain will assist HDI by requiring one of Quartz Mountain’s directors
  to serve on the board of directors of HDI. 


NOW THEREFORE in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:








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 PART 1 

 ADMINISTRATION SERVICES 

 1.1                               During
  the term of this Agreement HDI shall provide Quartz Mountain and/or Quartz Mountain’s
  affiliates with the following administration services:

(a)                   use
  of HDI’s business premises located at Suite 1020, 800 West Pender Street,
  Vancouver, British Columbia, on a non-exclusive basis with access to the reception
  area, the boardroom and other offices as available and agreed to from time to
  time; 

(b)                   use
  of HDI’s reception and telephone answering personnel; 

(c)                   reasonable
  use of office equipment including telephone systems, photocopying, telecopier
  and computers, and other equipment as required; 

(d)                   administration
  service personnel including accounting, purchasing, secretarial and like support
  staff on an “as needed” and “as available” basis. 

 1.2                               The
  administration fee payable by Quartz Mountain to HDI for the administration
  services shall be invoiced by HDI on a monthly basis based on a fee which represents
  a full cost-recovery basis to HDI and which fee will be reasonably described
  in the invoice. The fee shall represent a reasonable pro-rationing of HDI’s
  costs amongst all its client companies with regard to the level of service requirements
  of each such company. The fee will be reviewed from time to time and the basis
  may be changed on notice by HDI in the event Quartz Mountain’s use of
  the administration services is in excess of historical experience or HDI’s
  costs change or in the event a greater or lesser number of other public companies
  are using HDI’s services. 

 1.3                               Quartz
  Mountain acknowledges that HDI has or intends to enter into substantially identical
  agreements with other public companies and HDI may add, delete or vary such
  arrangements with such other companies in HDI’s sole discretion. As of
  the date hereof such other companies are more particularly described on Schedule
  “A” hereto. 

 PART 2 

 GEOLOGICAL AND MANAGEMENT SERVICES 

 2.1                              
  In addition to the administration services, HDI shall supply technical, geological,
  management and corporate development services to Quartz Mountain on a non-exclusive
  and on an “as needed” and “as available” basis. HDI
  shall, at least annually, review the resource property portfolio of Quartz Mountain
  together with Quartz Mountain’s board of directors and such other independent
  consultants as Quartz Mountain desires to involve with a view to recommending
  and implementing programs of exploration. 








 - 3 - 

 2.2                               Such
  recommendations shall be accompanied by reasonable details of programs including
  scheduling, description of activities and related budgets. Upon acceptance (with
  or without variations) of such recommendations by Quartz Mountain (which acceptance
  is in the sole discretion of Quartz Mountain) HDI shall generally carry out
  the program as the agent of Quartz Mountain and shall:

(a)                   retain
  and/or itself provide the necessary technical and support staff; 

(b)                   negotiate
  third party service contracts and provide them to Quartz Mountain for execution
  or execute same as agent for Quartz Mountain. Such third party contracts shall
  generally include geophysical and geochemical surveys, sampling, line cutting,
  diamond drilling, engineering, environmental, independent analyses and reporting
  and such other work as has been recommended by HDI or approved by Quartz Mountain;


(c)                   apply
  for necessary government exploration or work permits and licences; 

(d)                   provide
  field staff to supervise and oversee the work of HDI staff and other contractors
  and subcontractors; 

(e)                   obtain
  insurance and assist in making application and relevant filings pertaining to
  the maintenance of titles to the property as well as filing of assessment work
  respecting exploration work carried out and paid for by Quartz Mountain;

(f)                   general
  administration of the exploration program including accounting, payment of third
  party invoices and reporting thereon; and 

(g)                   provide
  assistance with corporate awareness programs regarding Quartz Mountain. 

 2.3                               For
  purposes of administration of any exploration program Quartz Mountain shall
  be deemed to be the operator of all of Quartz Mountain’s joint venture
  agreements and HDI’s function shall be as general advisor and agent. 

 2.4                               The
  fee to HDI for the above technical services shall be included with and agreed
  as part of budgets which are provided to and subject to the approval of Quartz
  Mountain. Except for overruns, significant variations (greater than 50%) in
  the planned programs shall require the prior approval of Quartz Mountain but
  the costs incurred with respect to such overruns and variations shall notwithstanding,
  be for the account of Quartz Mountain. 








 - 4 - 

 PART 3 

 ADDITIONAL RIGHTS AND DUTIES OF HDI 

 3.1                               Quartz
  Mountain agrees to indemnify and hold harmless HDI (and any subsidiary), their
  officers, directors, employees and agents, from any and all claims, suits or
  demands arising out of the performance of HDI hereunder. Without restricting
  the generality of the foregoing Quartz Mountain agrees to promptly pay HDI invoices
  and to advance funds against written cash calls wherever reasonably required
  by HDI to pay for or secure services, to secure equipment, contractors, deposits
  and the like and to honour all agreements which HDI enters into in good faith
  as agent on behalf of Quartz Mountain with third parties. The foregoing indemnity
  shall not apply to losses, claims or suits arising out of HDI’s negligence
  or wilful misconduct. 

 3.2                               HDI
  agrees to carry out its advisory, administrative and operating activities hereunder
  in a competent and workmanlike manner, in good faith with a view to the best
  interests of Quartz Mountain. 

 3.3                               HDI
  shall take reasonable precautions to ensure that only authorized personnel of
  HDI and Quartz Mountain are provided with information respecting the business
  affairs, exploration results and properties of Quartz Mountain. HDI shall limit
  access to information respecting exploration developments to its own staff on
  a need-to-know basis and shall ensure that its personnel acknowledge the need
  to protect confidentiality of information respecting Quartz Mountain which is
  developed by or comes into the possession of HDI and that they are in a “special
  relationship” with Quartz Mountain as contemplated by securities legislation.
  HDI shall generally maintain confidentiality of Quartz Mountain's affairs and
  shall take reasonable precautions to protect the integrity and security of information
  developed for Quartz Mountain. 

 3.4                               HDI
  shall not compete with Quartz Mountain and will not endeavour to acquire any
  interest in any property of Quartz Mountain or related to or which can reasonably
  be said to be derived from any property of Quartz Mountain, without the prior
  written consent of Quartz Mountain which consent shall be in Quartz Mountain's
  sole discretion. 

 3.5                               HDI
  shall not be obligated whatsoever to provide any information or advice to Quartz
  Mountain respecting resource property prospects and opportunities which come
  to the attention of HDI personnel unless such prospects and opportunities can
  be clearly demonstrated to be presented primarily as a result of the provision
  of services by HDI to Quartz Mountain under the terms of this Agreement. Quartz
  Mountain acknowledges that HDI is entering into substantially identical agreements
  with other resource companies and as a consequence HDI will be exposed to resources
  property opportunities in the ordinary course and may receive resource property
  prospects and opportunities as a consequence of services to such other resource
  companies in the ordinary course. As well, Quartz Mountain acknowledges that
  HDI may receive unsolicited proposals and opportunities from sources wholly
  unrelated to Quartz Mountain or any of the other client companies of HDI and
  those opportunities are acknowledged by Quartz Mountain to be the sole property
  of HDI. 








 - 5 - 

 3.6                               HDI
  may be retained by other client companies or terminate its relationship with
  any client company in its sole discretion and without notice to any client company.


 PART 4 

 OTHER RIGHTS AND DUTIES OF QUARTZ MOUNTAIN 

 4.1                               So
  long as this Agreement is in effect Quartz Mountain shall require one of Quartz
  Mountain’s directors to be a director of HDI who shall by virtue of such
  appointment have the right to review all aspects of HDI’s operations.
  Quartz Mountain shall obtain an agreement from such nominee director that he
  shall not seek confidential information respecting any other client company
  of HDI (unless such director is also a director of such other client company)
  and shall in any event maintain appropriate confidentiality with respect to
  any HDI information provided to or obtained by such director and particularly
  with respect to any other client company or where such information about another
  client company or its exploration prospects is inadvertently acquired by the
  director. Such nominee shall further agree to promptly resign from the board
  of HDI in the event this Agreement is terminated for any reason. Such nominee
  shall not use any information acquired by virtue of his directorship in HDI
  for the purpose of competing with HDI or competing with any other client company
  of HDI. Such nominee shall be in a “special relationship” with any
  other client company of which he is not already an “insider”. 

 4.2                               Any
  authorized representative of Quartz Mountain shall at all reasonable times have
  full access to all of the records or information of HDI pertaining to the affairs
  of Quartz Mountain. Such access shall be extended to the auditors and other
  professional advisors of Quartz Mountain. 

 4.3                               HDI
  shall indemnify and save harmless Quartz Mountain from any claim, suit or demand
  which may arise by virtue of any improper act or gross negligence of HDI occurring
  as a result of the performance by HDI of this Agreement. 

 4.4                               On
  execution hereof Quartz Mountain shall subscribe for a single common share of
  HDI for $1.00 and shall resell such share to HDI for $1.00 on termination
  of this Agreement. Quartz Mountain shall in no event sell, transfer or otherwise
  dispose of or encumber such share during the currency of this Agreement. The
  parties acknowledge that Quartz Mountain shall be owned by its client companies
  and that each client company shall own one common share of HDI and that HDI
  shall not allow any other person to subscribe or be issued shares in HDI nor
  will HDI otherwise authorize, create or issue any other shares or any other
  securities in its capital stock without the consent of all of its client companies.









 - 6 - 

 PART 5 

 TERMINATION 

 5.1                               This
  Agreement may be terminated by either party hereto on 30 days written notice
  to the other party. From the date of notice to the date of termination, HDI
  shall not enter into any new arrangements on behalf of Quartz Mountain (unless
  already legally committed to do so) without Quartz Mountain’s prior consent.


 5.2                               In
  the event of termination during the course of implementation of any exploration
  or other program the parties shall negotiate in good faith to minimize any interruption
  of such program and to ensure that the costs related thereto are properly accounted
  for and duly discharged by Quartz Mountain. Notwithstanding any termination
  of this Agreement Quartz Mountain shall continue to be bound by any agreements
  contracted for on its behalf by HDI prior to termination. 

 5.3                               The
  confidentiality and non-competition provisions of this Agreement shall survive
  any termination of this Agreement and continue in full force and effect for
  three years thereafter. 

 5.4                               Upon
  termination hereof Quartz Mountain shall cease to use the HDI premises, phone
  number, etc. and shall make arrangements for the orderly transition of administrative
  and accounting responsibilities by advice letter to HDI. HDI shall turn over
  all business, technical, and like records pertaining to the affairs and properties
  of Quartz Mountain as may be in the possession of HDI although HDI may retain
  copies for its own records where reasonably required. 

 PART 6 

 MISCELLANEOUS 

 6.1                               This
  Agreement is not assignable by the parties and any purported assignment thereof
  is void ab initio. 

 6.2                               This
  Agreement shall be binding upon and enure to the benefit of the parties hereto
  and their respective successors. 








 - 7 - 

 6.3                               This
  Agreement shall be construed in accordance with the laws of the province of
  British Columbia and the parties agree to attorn to such jurisdiction in the
  event of a dispute hereunder. 

 6.4                               Notices
  shall be considered effectively given hereunder when personally delivered to
  a party by personal service or by fax, in each case addressed to the President.



IN WITNESS WHEREOF the parties have caused this Agreement to be executed as of the date and year first above written. 

	 HUNTER DICKINSON INC.  
	 	 
	 	 
	 Per:  	 /s/ Jeffrey R. Mason  
	  	 Authorized Signatory  
	 	 
	 	 
	 QUARTZ MOUNTAIN GOLD CORP.  
	 	 
	 	 
	 Per:  	 /s/ David S. Jennings  
	  	 Authorized Signatory