peak_ex10-10.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 Robert Williams, of 208
Everglade Circle SW, Calgary, AB, Canada T2Y 4N5.

    


    WHEREAS
Mr. Williams has recognized experience and contacts of benefit to Peak, AND WHEREAS Mr. Williams agreed
to be engaged to provide services as Executive Director – Operations to
Peak, FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which are acknowledged, and
the following mutual promises, the parties agree that:

    


    
      	
               
      

            	
              1.

            	
              Services. Mr.
      Williams brings his operational and business development expertise to
      Peak in connection with its desired business and Mr. Williams agrees to
      provide such services for the term of this
  agreement.

            


    

    


    
      	
               
      

            	
              2.

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

            


    

    


     

    
      	
               
      

            	
              3.

            	
              Expenses.  Peak
      will reimburse Mr. Williams for any reasonable out-of-pocket expenses that
      he incurs in fulfilling the terms of this agreement, including
      reimbursement for office expenses (rent, 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. Williams from his executive position without cause, Mr.
      Williams will be entitled to 6 months’ severance and any expenses owed at
      the time of severance.

            


    

     

    
      	
               
      

            	
              6.

            	
              Representations and
      warranties. Mr. Williams represents and warrants that he has
      the management skills and experience required to fulfil the duties of
      Executive Director - Operations of Peak and to advise Peak on its business
      activities.

            


    

    


    
      	
               
      

            	
              7.

            	
              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.  Peak will only be liable to pay Mr. Williams
      for the 60 days unless terminated without
cause.

            


    

    


    
      	
               
      

            	
              8.

            	
              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.

            


    

     

    
      	
               
      

            	
              9.

            	
              Time. Time is of
      the essence.

            


    

     

    
      	
              10.

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

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    
      	
              Management
      Agreement

            	
              2 /
      2

            


    

    


     

    
      	
              11.

            	
              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.

            


    

     

    
      	
              12.

            	
              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.

            


    

     

    
      	
              13.

            	
              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/
      Robert Williams

            
	
              Authorized
      Signatory

            	 
      	
              Robert
      Williams