peak_ex10-9.htm


    


    PEAK
RESOURCES INCORPORATED

    


    MANAGEMENT
AGREEMENT

    


    THIS
MANAGEMENT AGREEMENT dated for reference August 1, 2008 is between Peak Resources Incorporated, a
Nevada corporation (“Peak”) with an office at 640 –
8016th Avenue,
Calgary, Alberta T2P 3W2 and Larry J. Olson, of # 417 -
1121 6th Ave SW, Calgary, AB , T2P 5J4

    


    WHEREAS
Mr. Olson has been providing services as President, Treasurer and Chief
Financial Officer of Peak since inception, AND WHEREAS Mr. Olson agreed to
continue to provide such services, FOR VALUABLE CONSIDERATION, the
receipt and sufficiency of which are acknowledged, and the following mutual
promises, the parties agree that:

    


    
      	
               
      

            	
              1.

            	
              Services. Mr. Olson
      has been providing his services as the as President, Treasurer and Chief
      Financial Officer of Peak and his business management expertise to Peak in
      connection with its business activities since its inception and will
      continue to provide such services for the term of this
      agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Compensation.  Peak
      will pay Mr. Olson US$5,000 dollars per month for the term of this
      agreement. Salary reviews will be conducted quarterly or on an as needed
      basis.  Should Peak adopt a stock option plan Mr. Olson will be
      ensured enrolment in such plan commensurate with his position and service
      to Peak.

            


    

     

    
      	
               
      

            	
              3.

            	
              Expenses.  Peak
      will reimburse Mr. Olson for any reasonable out-of-pocket expenses that he
      incurs in fulfilling the terms of this agreement, including reimbursement
      for office expenses (rent - $1,500 [minimum 1 year lease beginning
      September 1, 2008]  cell phone, internet
    charges).

            


    

     

    
      	
               
      

            	
              4.

            	
              Term. The term of
      this agreement will be 24 months and this agreement will be deemed
      effective on August 1, 2008 and will expire on July 31,
    2010.

            


    

     

    
      	
               
      

            	
              5.

            	
              Severance.  Should
      Peak sever Mr. Olson from his executive positions without cause, Mr. Olson
      will be entitled to 6 months’ severance and any expenses owed at the time
      of severance.

            


    

     

    
      	
               
      

            	
              6.

            	
              Confidentiality.  

            


    

     

    
      	
               
      

            	
              a.

            	
              Mr.
      Olson will hold in the strictest confidence any information about Peak or
      any other affiliated entity that he acquires in the performance of his
      duties under this agreement or otherwise, unless Peak or an affiliate has
      publicly disclosed the information or authorized Mr. Olson to disclose it
      in writing, and will use his best efforts and precautions to prevent the
      unauthorized disclosure of confidential information.  This
      confidentiality provision survives the termination of this agreement and
      Mr. Olson’s office as President, Treasurer and Chief Executive
      Officer.  Mr. Olson acknowledges the importance and value of
      confidential information, that the unauthorized disclosure of any
      confidential information could cause irreparable harm to Peak or its
      affiliates, and that monetary damages are an inadequate compensation for
      Mr. Olson’s breach of this
agreement.

            


    

     

    
      	
               
      

            	
              b.

            	
               Accordingly,
      Peak and its affiliates may, in addition to and not in limitation of any
      other rights, remedies or damages available to it in law or equity, obtain
      a temporary restraining order, a preliminary injunction or a permanent
      injunction in order to prevent Mr. Olson from breaching or threatening to
      breach this agreement.

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              Management
      Agreement

            	
              2 /
      2

            


    

    


     

    


    
      	
               
      

            	
              7.

            	
              Representations and
      warranties. Mr. Olson represents and warrants that he has the
      management skills and experience required to fulfil the duties of
      President, Treasurer, and Chief Financial Officer of Peak and to advise
      Peak on its business activities.

            


    

    


    
      	
               
      

            	
              8.

            	
              Termination. Either
      party may terminate this agreement any time for any reason by delivering a
      written notice of termination to the other party 60 days before the
      termination date.

            


    

    


    
      	
               
      

            	
              9.

            	
              No waiver. No
      failure or delay of Peak in exercising any right under this agreement
      operates as a waiver of the right.  Peak’s rights under this
      agreement are cumulative and do not preclude Peak from relying on or
      enforcing any other legal or equitable right or
  remedy.

            


    

     

    
      	
              10.

            	
              Time. Time is of
      the essence.

            


    

     

    
      	
              11.

            	
              Jurisdiction. This
      agreement is governed by the laws of the State of
  Nevada.

            


    

     

    
      	
              12.

            	
              Severability.  If
      any part of this agreement that is held to be void or otherwise
      unenforceable by a court or proper legal authority, then that part is
      deemed to be amended or deleted from this agreement, and the remainder of
      this agreement is valid or otherwise
  enforceable.

            


    

     

    
      	
              13.

            	
              Notice. Any notice
      required by or in connection with this agreement be in writing and must be
      delivered to the parties by hand or transmitted by fax to the address and
      fax number given for the parties in the recitals.  Notice is
      deemed to have been delivered when it is delivered by hand or transmitted
      by fax.

            


    

     

    
      	
              14.

            	
              Counterparts. This
      agreement may be signed in counterparts and delivered to the parties by
      fax, and the counterparts together are deemed to be one original
      document.

            


    

     

    THE
PARTIES’ SIGNATURES below are evidence of their agreement.

    


    
      	
              Peak
      Resources Incorporated

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Authorized Signatory

            	 
      	
              /s/ Larry J. Olson

            
	
              Authorized
      Signatory

            	 
      	
              Larry
      J. Olson