exh4-9_consulting.htm


     

    
      

      

    

     

     

     

     

     

     

    EXHIBIT 4.9

     

    CONSULTING AGREEMENT BETWEEN ELLSWORTH
GEOLOGICAL, PC

    AND GROSSO GROUP MANAGEMENT LTD. DATED JULY 12,
2007,

    EFFECTIVE AUGUST 11, 2007

    
 

    
      
         


      

      
         


        
          

        

      

      
         


        
           

           

        

      

    

    CONFIDENTIAL   1

    
 

    CONSULTING
AGREEMENT

    


    


    THIS
AGREEMENT made as of the 12th day of
July, 2007

    


    BETWEEN:

    Ellsworth
Geological, PC

    510
Highland Park Drive

    Missoula,
Montana USA 59803

    


    (hereinafter
called the “Consultant”)

    OF THE
FIRST PART

    AND:

    


    Grosso
Group Management Ltd.

    Suite 709
- 837 West Hastings Street

    Vancouver,
BC Canada V6C 3N6

    


    and/or
any of the affiliated companies of Grosso Group Management Ltd.

    


    (hereinafter
called the “Company”)

    OF THE
SECOND PART

    WHEREAS:

    


    A.           The
Company is desirous of engaging the Consultant who is ready, willing and able,
to carry out and provide Management, Exploration and Geological services (the
“Services”) 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 make himself available to carry out and provide the Company the
Services described in Schedule “A” hereto.

    


    1.02       The
Consultant will carry out the Services in consultation with the representatives
of the Company duly appointed in writing, and covenants to conduct the Services
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
progress reports, in such form as the Company may reasonably require as outlined
in Schedule “A”.  All reports and copies thereof are to be directed to
the Company to the attention of the Vice President, Exploration.

    


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

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
        CONFIDENTIAL   2

      

      2.03       The
reports and advice of the Consultant 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, such consent not to be
unreasonably withheld.

       

      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 there from it being understood that
such indemnification shall survive termination of this Agreement for a period of
two years.

    


    3.02       The
Consultant shall indemnify and hold the Company harmless against any claim for
any loss, demand, cost, damage, action, suit or proceeding whatsoever, arising
from the actions of the Consultant and his/her Consultants, where such action is
the direct result of a breach by the Consultant of the terms of this
Agreement.

    


    ARTICLE
IV

    ACCOUNTS - SERVICES AND
EXPENSES

    


    The
Consultant shall within fifteen (15) days after the end of each month during
which the Services are performed provide the Company with a statement of account
supported by receipts and vouchers for out-of-pocket and other reasonable
expenses incurred and materials supplied by the Consultant under this Agreement
during the period to which such statement relates.

    


    4.02       The
Company shall, within ten (10) days of receipt at its Vancouver office of each
itemized statement of account furnished by the Consultant, pay the Consultant
all expenses, costs and charges on disbursements shown in such itemized
statement of account.

    


    ARTICLE
V

    TERMINATION

    


    5.01       The
Consultant may for any reason and in his sole discretion terminate this
Agreement by giving 2 weeks (10 business days) notice to the other to that
effect. The Company may for any reason and in its sole discretion terminate this
Agreement by paying the Consultant 1 months consulting fee in lieu of the 1
month notice and shall be liable to pay the Consultant for all expenses incurred
up to and including the effective date of the termination.

    


    ARTICLE
VI

    ASSIGNMENT

    


    6.01       Neither
party shall assign any of his rights or obligations under this Agreement without
the prior written consent of the other party.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

      
        CONFIDENTIAL   3

      

       

    

    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 by facsimile
transmission or, if verbal, when communicated personally or by telephone to the
party to whom it is directed.  Notices given verbally or by facsimile
transmission shall be confirmed in writing delivered within three days, 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 in Canada.

    


    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’s 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, it being
understood that if such situation persists more than 14 days, either party may
thereupon terminate this Agreement.  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 he keep
confidential any information concerning the Services carried out under this
Agreement, including information disclosed to the Consultant by the Company or
any of its officers, directors, consultants or agents and, without limiting the
generality of the foregoing, Consultant shall mark as confidential any and all
information relating to the Company’s mining projects (“the Projects”) or the
Company’s programs with respect thereto. Consultant shall prohibit access by any
other persons to the information in the absence of written permission for such
access by the Company.

    


    ARTICLE
XI

    COVENANT TO REFRAIN AND NOT
COMPETE

    


    11.01     Consultant
shall refrain from locating any mining claims, acquiring any lease or other
property interest, or acting as an agent for any third party to acquire such an
interest, within an area which includes all lands within Ten (10) kilometres of
the external boundaries of any Project, in all instances 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      CONFIDENTIAL   4

    

     

    for a
period of one (1) years from the earlier of the date the Consultant completes
the Services, or the date that the Consultant resigns, quits, or otherwise
terminates this Agreement.

    


    11.02     In
the event that the Services are performed on a Project owned or controlled by a
third party and the Company’s evaluation of such Project is subject to a
confidentiality agreement between the third party and the Company, and said
confidentiality agreement imposes either a larger area of exclusivity around the
Project, or a longer time period than is stipulated in Subsection 11.01, or
both, then Consultant agrees to be bound by the same terms as the Company
respecting such Project.

    


    ARTICLE
XII

    APPLICABLE
LAW

    


    12.01     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
XIII

    DISPUTES

    


    13.01     Any
dispute between the parties concerning any matter or arising from this Agreement
shall be referred to a mutually agreeable arbitrator who is knowledgeable in the
mining and financial industries for arbitration.

    


    13.02     The
decision of the arbitrator referred to in Subsection 13.01 shall be final and
binding upon the parties.

    


    13.03     Failing
agreement on appointment of an arbitrator under Subsection 13.01, any
disagreement or dispute shall be resolved by court of law and shall be referred
to, and the parties hereby expressly attorn to, the jurisdiction of the Courts
of the Province of British Columbia.

    


    ARTICLE
XIV

    ENUREMENT

    


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

    


    ARTICLE
XV

    COUNTERPARTS

    


    15.01     This
Agreement may be executed in counterparts, each of which will be deemed to be an
original for all purposes but all of which will constitute one in the same
agreement.

    


    


    IN
WITNESS WHEREOF the parties hereto have executed this Agreement, the day and
year first written above.

    


    CONSULTANT:                                               )           COMPANY:                               )

    )                                                                )

    )                                                                )

    )                                                                )

    )                                                               
)  

    ________________________________  
)           
______________________  )

     

    
      
         

      

      
         

        
          

        

      

      
         

      

      
        CONFIDENTIAL   5

      

    

    SCHEDULE
“A” – Special Terms

    


    Description of
Services

    


    
      	
              1.  

            	
              Consultant
      to provide services to the Company in the capacity of “Exploration
      Manager, Peru and Colombia”.

            


    

    
      	
              2.  

            	
              Subsequent
      to the completion of the initial 3 month period (below) Consultant will be
      considered for a management position in Amera Resources
      Corporation.

            


    

    
      	
              3.  

            	
              While
      focusing primarily on projects for Amera Resources Corporation and Golden
      Arrow Resources Corporation and their subsidiaries, some work for other
      member companies may occur.

            


    

    
      	
              4.  

            	
              Consultant
      will work with the VP Exploration to plan the Company’s exploration
      programs including detailing the work to be performed, budgeting and
      assigning contracts; he will oversee on-going field programs to ensure
      quality and cost-effectiveness; and he will provide an interpretation of
      results and recommendations for each
program.

            


    

    
      	
              5.  

            	
              Consultant
      will review, evaluate and generate new project proposals and make
      recommendations to the Company’s VP
Exploration.

            


    

    
      	
              6.  

            	
              Consultant
      may be asked to review and approve News Releases; he will also
      periodically review and update Company literature for accuracy where it
      pertains to technical matters.

            


    

    
      	
              7.  

            	
              Consultant
      will be required to maintain registration as a Certified Professional
      Geologist

            


    

    
      	
              8.  

            	
              As
      a registered CPG consultant may be required to act in the Capacity of a
      “Qualified Person” to satisfy the regulatory and reporting requirements of
      National Instrument 43-101.

            


    

    
      	
              9.  

            	
              Consultant
      will periodically review and comment upon the Company’s exploration
      strategy and goals.

            


    

    
      	
              10.  

            	
              Duties
      pertaining to the consulting agreement will include project management for
      the Company’s various projects, as well as synthesizing exploration
      results for public dissemination and additional responsibilities as may be
      required.

            


    

    


    Term

    


    This
Consulting Agreement is subject to Termination as per Article V, but otherwise
is effective from August 11, 2007 until August 11, 2008, subject to an initial
3-month period during which the Consultant and Company can evaluate the
relationship.  The terms of the Consulting Agreement will be reviewed
prior to subsequent renewal.

    


    Compensation

    


    The
Consultant fee will be (US) $650 per day to be billed and paid as set forth in
Article IV.  Consultant will be responsible for arranging its own
health insurance in the USA.  International Health insurance will be
provided by the Company.

    


    The
Consultant will be granted 175,000 stock options in Amera Resources Corporation
and 75,000 stock options in Golden Arrow Resources Corporation to be set at
prevailing prices and vesting subject to TSX Venture Exchange
regulations.  From time to time the Consultant may be granted
additional incentive stock options in member companies with which he is involved
at the discretion of Company Management.

    


    The
Consultant shall be entitled to expense re-imbursement for any reasonable travel
costs or other expenses pertaining to Company business. Any sizeable expenses
would require prior approval from the VP Exploration of the
Company.   An allowance for accommodation in Lima will be made
available as will use of a company vehicle.  Assistance will be
provided with obtaining the necessary work visas.