Quartz Mountain Resources Ltd. - Exhibit 4.5 - Filed by newsfilecorp.com






SERVICES AGREEMENT 

This Services Agreement (the “Agreement”) is made as of
the 2nd day of July, 2010 (the “Effective Date”).

BETWEEN: 


  
    HUNTER DICKINSON SERVICES INC., a company incorporated
      under the federal laws of Canada

    (“HD Services”), 

  



AND: 


  
    QUARTZ MOUNTAIN RESOURCES LTD., a company incorporated
      under the laws of British Columbia (the “Company”), 

    (collectively, HD Services and the Company are the “Parties”
      and each is a “Party”).

  



WHEREAS: 

	A. 	
      HD Services is a company established to provide
      technical, geological, corporate communications, administrative and
      management services for companies involved in the acquisition,
      exploration, development and mining of natural resource
  properties.

	 	 
	B. 	
      HD Services possesses and has access to certain expertise
      in the identification and evaluation of resource exploration, development
      and mining opportunities and structuring of mineral
transactions.

	 	 
	C. 	
      The Company wishes to engage HD Services to provide, and
      HD Services has agreed to provide, the Services as more particularly
      described herein.



NOW THEREFORE, in consideration of the premises and of the
mutual covenants and agreements set forth herein and other good and valuable
consideration, the receipt and sufficiency of which consideration each Party
acknowledges, the Parties agree as follows: 

ARTICLE 1 – ENGAGEMENT

1.01         
  Engagement 

During the term of this Agreement, which shall be determined in
accordance with Article 8 (the “Term”), the Company hereby engages HD
Services, and HD Services accepts such engagement, to provide the Services (as
defined and further described in Article 2). 




1.02         
  Standard of Care and Services Provided 

     
    (1)   HD Services shall provide the Services
in a proper and workmanlike and efficient manner, in accordance with accepted
mining industry and other relevant professional standards, practices and
applicable laws and shall exercise the degree of care and skill that a
reasonably prudent advisor would exercise in comparable circumstances and shall
comply in all material respects with applicable laws. For the avoidance of
doubt, HD Services shall not provide any services in respect of which a
registration in any capacity would be required under applicable securities laws
or other laws, except to the extent provided in Section 2.05(j) . HD Services
shall comply with the terms of the Company’s licences, permits, contracts and
other agreements pertaining to the material resource properties of the Company
and applicable laws. 

    
     (2)   The Company acknowledges that
although during the course of providing the Services, HD Services may provide
the Company assistance with tax, accounting or legal matters, the Company shall
not be relying on HD Services for advice or opinions on tax, accounting or legal
matters. 

    
     (3)   The Company specifically
acknowledges HD Services shall at no time provide the Company with any tax or
accounting advice, opinion, analysis or similar services. 

    
     (4)   The Company specifically
acknowledges HD Services shall at no time provide the Company with any legal
advice, opinion, analysis or similar services, including with respect to the
interpretation or enforcement of any rights, obligations, duties or remedies
that the Company may have in any matter and that any communication between the
Company and HD Services shall not necessarily be considered to be legally
privileged.

    
     (5)   The Company further acknowledges
that any decisions with regards to the use of the Services and any operational
or management decisions made by the Company are the sole and final decision of
the Company and it shall be the sole obligation of the Company to seek and
obtain independent legal advice on any issues regarding the use of the Services
or the making or implementation by the Company of any operational or management
decisions.

    
     (6)   The use of the Services by the
Company shall not result in the creation of a client-solicitor relationship
between the Company and HD Services, including any internal legal counsel
employed by HD Services (the “Internal Counsel”) and it is understood by
the Company that any Internal Counsel has no professional duty to or fiduciary
relationship with the Company and that any such duty is owed solely to HD
Services. During the course of HD Services providing the Services, the Company
may have access to legal work product of Internal Counsel (the “Internal
Legal Product”). The Company acknowledges that to the extent it has access
to any Internal Legal Product, the Company shall not rely on such Internal Legal
Product as professional legal advice. 

1.03         
  Independent Contractor

In the performance of the Services, HD Services shall act as an
independent contractor and shall not act as agent of the Company except to the
extent expressly mandated by the Company and agreed to by HD Services. Nothing
herein shall constitute or be construed to constitute or create a partnership or
joint venture between HD Services and the Company and/or its affiliates. Where
HD Services has been expressly mandated by the Company to incur obligations on
behalf the Company, all debts and liabilities to third persons incurred by HD
Services in the course of providing the Services in accordance with this
Agreement shall be deemed to be the debts and obligations of the Company only
and HD Services and its affiliates shall be indemnified by the Company in
respect of such debts and liabilities to such third parties. HD Services shall
inform third parties with whom it deals on behalf of the Company that it does so
on behalf of the Company, and may take any other reasonable steps to carry out
the intent of this Section 1.03. For purposes of administration of any Program
(as defined below), the status of the Company as manager or operator of any of
the Company’s joint ventures and other operating agreements in respect of which
it is manager or operator is not intended to be in any way affected by this
Agreement. HD Services’ role in relation to any such Program shall solely be as
an independent contractor providing advice and services to the Company
notwithstanding that it may interact with the staff of or advisors to another
party in the joint venture. Save as expressly provided in the foregoing, nothing
contained in this Agreement shall be deemed to create any relationship of
principal and agent between the parties or to provide either Party with the
right, power or authority, whether express or implied, to create any duty or
obligation on behalf of the other Party. Nothing contained in this Agreement
shall be deemed to create any partnership or joint venture.

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ARTICLE 2 - SERVICES 

2.01         
  Provision of Services 

HD Services shall, subject to the terms and conditions hereof,
supply technical, geological, corporate communications, administrative and
management services as more particularly described in Sections 2.04 and 2.05
(the “Services”) to the Company. 

2.02         
  Seconded Employees

HD Services may, from time to time, require that certain of its
employees (the “Seconded Employees”) be seconded to the Company on the
terms and conditions of the secondment agreement set out as Annexure A hereto
(the “Secondment Agreement”) in order to ensure the level of the Services
in accordance with this Agreement. Upon any such request by HD Services, the
Company shall execute and deliver to HD Services a Secondment Agreement in
respect of each such Seconded Employee.

2.03         
  HD Contractors

The Parties acknowledge that there are certain independent
contractors (the “HD Contractors”) who make the services of individuals
available to HD Services on the basis that such individuals devote the majority
of their time to the business of HD Services and perform duties which would
otherwise be performed by employees of HD Services. HD Services may, from time
to time, require that certain HD Contractors provide services to the Company on
the terms and conditions of the contractor agreement set out as Annexure B
hereto (the “Contractor Agreement”) in order to ensure the level of the
Services in accordance with this Agreement. Upon any such request by HD
Services, the Company shall execute and deliver to HD Services a Contractor
Agreement in respect of each such HD Contractor. 

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2.04         
  General Corporate Services

Subject to receipt of a written request by the Company in
accordance with Section 2.06 which is agreeable to HD Services, HD Services
shall: 

	 	(a) 	
      perform general corporate services for the Company as
      required in relation to, but not limited to other matters such as
      administration, accounting, payment of third party invoices and reporting
      thereon, regulatory reporting, management information and information
      technology services and human resources;

	 	 	 
	 	(b) 	
      provide incidental assistance with corporate
      communications programs, including investor relationship management,
      website services, and corporate brochures regarding the Company; provided
      that these services shall not constitute professional investor relations
      services under the rules of any stock exchange, if applicable, or other
      regulatory policies;

	 	 	 
	 	(c) 	
      assist the Company in designing, implementing and
      maintaining its compliance framework and controls;

	 	 	 
	 	(d) 	
      assist the Company in liaising with its auditors and
      security regulators;

	 	 	 
	 	(e) 	
      provide corporate secretarial services; and

	 	 	 
	 	(f) 	
      provide any other services requested by the Company
      within HD Services’ expertise in addition to those described in this
      Section 2.04 and in Section 2.05.



2.05          Program
  Services

Subject to receipt of a written request by the Company in
accordance with Section 2.06, HD Services shall together with the Company
management and such other consultants as the Company chooses to involve, review
the resource property portfolio of the Company with a view to making
recommendations for the design and implementation of programs of exploration,
development and/or mining (“Programs”) for the resource properties of the
Company. Such recommendations shall be accompanied by reasonable details of the
proposed Program, including scheduling, description of activities and budgets.
Upon written mutual acceptance of such Program(s) by the Company and HD Services
(with or without variations that the Parties may agree upon, and where
acceptance is in the sole discretion of each Party), HD Services shall carry out
each Program and shall generally: 

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

	 	 	 
	 	(b) 	
      negotiate third party service contracts for execution by
      the Company, or subject to the agreed terms of implementation of the
      Program(s), execute such contracts as agent for the Company. Such third
      party contracts may include (without limitation) geophysical and
      geochemical surveys, sampling, line cutting, diamond drilling,
      engineering, environmental, independent analyses and reporting and such
      other work as has been agreed in respect of such
Program;



4





	 	(c) 	
      negotiate third party mining equipment contracts for
      execution by the Company, or subject to the agreed terms of implementation
      of the Program(s), execute such contracts as agent for the
  Company;

	 	 	 
	 	(d) 	
      negotiate third party off take contracts for execution by
      the Company, or subject to the agreed terms of implementation of the
      Program(s), execute such contracts as agent for the Company;

	 	 	 
	 	(e) 	
      apply for necessary regulatory permits and
    licences;

	 	 	 
	 	(f) 	
      provide field staff to supervise and oversee the work of
      HD Services staff and subcontractors;

	 	 	 
	 	(g) 	
      obtain appropriate insurance for the Company as the named
      insured;

	 	 	 
	 	(h) 	
      assist in making applications and relevant filings
      pertaining to the maintenance of titles to the property as well as filing
      of assessment work respecting exploration work carried out;

	 	 	 
	 	(i) 	
      provide general administration of the Program including
      accounting, payment of third party invoices and reporting thereon;
    and

	 	 	 
	 	(j) 	
      when instructed by the Company, provide technical
      reporting to the standards required under National Instrument 43-101
      Standards of Disclosure for Mineral Projects (“43-101”),
      such reporting to include the necessary approvals and certifications of
      such HD Services’ employees as necessary who meet the qualifications of a
      ‘qualified person’ as that term is defined in
43-101.



2.06         
  Requests for Services to be Evidenced in Writing 

Any Services to be provided by HD Services to the Company shall
generally be agreed on an annual basis and shall be initiated by the Company in
a non-binding written communication to HD Services and shall indicate the
Company’s requirements and expectations in reasonable detail, including required
timing. HD Services shall promptly respond to this request with a written
proposal and shall mutually agree with the Company upon the level, degree and
cost of contracted Services for the next twelve (12) months, such agreement to
be evidenced by a document in writing signed by the CEO of the Company and the
CEO of HD Services. The Parties shall use their commercially reasonable efforts
to develop and agree upon such Services at least ninety (90) days in advance of
the annual renewal period of this Agreement. Notwithstanding the foregoing, the
Company may at any time request additional Services in writing and the process
set out above shall apply to all additional Services requests. 

ARTICLE 3 - PAYMENTS TO HD SERVICES

3.01          Services’
  Fees and Expenses 

      
   (1)   The Company shall pay a monthly fee (the
“Monthly Services Fee”) to HD Services for the Services provided to the
Company, with the exception of those Services described in Section 3.01(4) which services shall be excluded from the Monthly
Services Fee. The Monthly Services Fee shall be calculated on the basis of the
time spent by HD Services employees and other staff providing such Services
based on the rates set out in the HD Services Charge-Out Rates Schedule attached
hereto as Annexure C, which rates may be amended from time to time by HD
Services by providing to the Company, on not less than thirty (30) days advance
notice, an updated HD Services Charge-Out Rate Schedule. 

5 




      
   (2)   The estimated fees payable by the Company to
HD Services in accordance with Section 3.01(1) shall be included in the budget
forming part of any Program approved by the Company in accordance with Section
2.04. 

      
   (3)   HD Services shall promptly notify the Company
of any material departure from the budget of an adopted Program (a “material
departure” for such purposes being an increase above budgeted costs of more
than fifteen percent (15%)). Amendments to a Program must be agreed to in
writing by the Company and HD Services, including amendments to the budget,
failing which the Company may terminate the relevant Program and, in the event
of a material departure, may terminate this Agreement in accordance with Section
8.02. Notwithstanding the foregoing but without derogating from the provisions
of Section 5.05, HD Services shall not be required to itself bear the cost of
any material departures. Nothing contained in this Agreement shall oblige HD
Services, in the absence of express agreement to the contrary, to incur any
indebtedness for or on behalf of, or advance any credit to the Company. 

     
    (4)   The Company shall pay an annual fee (the
“Annual Communications Fee”) to HD Services in respect of the Services
which relate to public relations, investor communications and branding of the
Company and HD Services, including, without limitation, conference fees,
promotional materials, and website services, but excludes the time spent by HD
Services employees in providing the public relations, investor communications
and branding services. The Annual Communications Fee shall be calculated on an
annual basis in advance as of December 31 for the upcoming year and shall
reflect the Company’s pro rata share of the anticipated public relations,
investor communications and branding costs of the Company and the Hunter
Dickinson group for the upcoming year. For greater certainty, there shall be no
duplication between the amounts payable in respect of the Monthly Services Fee
and the Annual Communications Fee. The Annual Communications Fee shall be
invoiced in twelve (12) equal monthly instalments.

     
    (5)   In addition to the Monthly Services Fee
and the Annual Communications Fee, the Company shall pay directly or reimburse
HD Services in respect of third party expenditures validly incurred by HD
Services in connection with the Services and such expenditures shall be invoiced
by HD Services monthly on a cost recovery basis.

3.02          Invoices
  

    
     (1)   The Company agrees to promptly pay
all invoices delivered by HD Services in connection with the fees and expenses
described in Sections 3.01 and also agrees to advance funds against written cash
calls (in the form of invoices) for reasonably immediate expenditure
requirements of HD Services (such as to pay for or secure services, to secure
equipment, contractors, deposits and the like) and to honour all agreements
which HD Services enters into in good faith on behalf of the Company with third
parties in the course of performing the Services. 

6




       
  (2)   HD Services shall provide the Company with such
further information as it may reasonably request in relation to any amount shown
on any invoices delivered in accordance with this Section 3.02, including
reasonably satisfactory evidence of any reimbursable costs and expenses. All
invoices shall be payable no later than thirty (30) days after presentation.


3.03         
  Sales Taxes, No Set-offs

The amounts to be billed by HD Services for the Services and
third party costs under this Article 3 may be subject to GST, HST or other
general sales tax, value added tax or any like service or sales tax or
withholding tax which may be payable from time to time. All amounts payable
under this Agreement shall be paid by the Company free and clear of any
deductions or claims for set-offs. If any amounts are required to be withheld by
applicable law, the Company shall be obliged to pay an additional amount over
the amount invoiced as shall leave HD Services receiving the same net amount as
HD Services invoiced for. Any such additional amount paid for withholding by the
Company shall be refunded if recovered by HD Services and HD Services shall
promptly apply to recover or reduce any such withholding amounts. 

3.04         
  Interest

If either Party defaults in the payment when due of any sum
payable under this Agreement (howsoever determined) the liability of such Party
shall be increased to include interest on such sum from the date when such
payment is due until the date of actual payment (as well after as before
judgment) at the rate of LIBOR plus 4% (four percent). Such interest shall
accrue from day to day. For such purposes, “LIBOR” means the interest
rate per annum for deposits in US dollars for a ninety (90) day period which
appears on the Reuters LIBO page (or such other page or pages as may replace
that page or pages on that service for the purpose of displaying offered rates
of leading banks for London interbank deposits in US dollars) at or about 11:00
a.m. London time on the business day in London before and for value on the first
day of such period, provided that, if two or more such offered rates are
indicated on such display, LIBOR shall be the rate that equals the arithmetic
mean (expressed as a decimal fraction to five decimal places) of such offered
rates, and provided further that if such period is not equal to any period shown
on such page, LIBOR shall be the rate determined by interpolation from the rates
for the next longer and next shorter periods shown on such page, using the
number of days as the basis for the interpolation, expressed as a decimal
fraction to five decimal places.

ARTICLE 4 - NON EXCLUSIVITY AND OPPORTUNITIES


4.01          Non
  Exclusive Services

Save as provided in Section 4.02: 

	 	(a) 	
      the Services provided by HD Services to the Company
      hereunder are not intended by either Party to be exclusive (nor shall they
      be deemed to be exclusive);

	 	 	 
	 	(b) 	
      the Company shall be free to appoint additional advisors
      to render services which are similar to the Services provided by HD
      Services or other services; and



7





	 	(c) 	
      HD Services shall be free to render similar or other
      services to other parties on such terms and conditions as it may
    agree.



4.02 Opportunities and
Confidentiality 

         
(1)   The Company acknowledges that HD Services shall not have any
obligation to provide any information or advice to the Company respecting a
resource company, interest in mineral rights, prospects, financing opportunities
or other opportunities (“Opportunities”) which come to the attention of
HD Services, except that for purposes hereof certain Opportunities shall be
deemed to be “Prohibited Opportunities” as follows: 

	 	(a) 	
      Opportunities related to an interest in mineral rights
      (or investments in, or acquisitions of, persons which directly or
      indirectly own such an interest in mineral rights, but excluding
      shareholdings less than 2% of a person’s aggregate issued share capital)
      which are located within a 10 kilometre radius of the existing mineral
      rights of the Company or of any of its subsidiaries in relation to which
      any significant and relevant Confidential Information has been provided to
      HD Services, or which was generated by HD Services on behalf of the
      Company, in connection with providing the Services;

	 	 	 
	 	(b) 	
      Opportunities which can be demonstrated to have been
      discovered by HD Services primarily as a result of the provision of
      Services to the Company; or

	 	 	 
	 	(c) 	
      Opportunities that are presented to HD Services by any
      third party for the express benefit of or for the specific attention of
      the Company.



    
     (2)   For the purposes of this Section
4.02, Prohibited Opportunities shall be deemed to include Opportunities,
mutatis mutandis within the meaning of Sections 4.02(1)(a) to 4.02(1)(c)
that are obtained by HD Services’ directors, officers or employees. HD Services
will use commercially reasonable efforts to procure that its services contract
with any HD Contractor contains materially similar restrictions in relation to
Opportunities as are set forth in this Section 4.02 and that the term
“Prohibited Opportunities” will include any Opportunities to the extent that
such Opportunities are Prohibited Opportunities in accordance with the contract
by which HD Services retains the services of such HD Contractor. HD Services
shall promptly notify the Company of any Prohibited Opportunities obtained or
identified by HD Services during the Term, but nothing herein shall be deemed to
be negligence on the part of HD Services if some Prohibited Opportunity is
overlooked or not discovered, it being the intention only to prevent HD Services
from misappropriating Prohibited Opportunities. An Opportunity which the Company
confirms in writing to HD Services that it shall not pursue shall in no event be
deemed to be a Prohibited Opportunity. 

    
     (3)   The Company agrees it has no
interest whatsoever in any Opportunities which come to the attention of HD
Services, other than Prohibited Opportunities. The Company acknowledges that HD
Services has entered into agreements similar to this Agreement with other
companies or third parties that may be competitors of the Company
(“Competitors”) and also may receive unsolicited proposals for
Opportunities from sources wholly unrelated to the Company. As a consequence, HD
Services shall be exposed to Opportunities in the ordinary course and may
receive Opportunities as a consequence of services to Competitors. These
Opportunities are acknowledged by the Company to be the sole property of HD Services. HD
Services is not under any fiduciary or other duty or obligation to the Company
or its affiliates which shall prevent or impede it from participating in, or
enjoying the benefits of competing endeavours of a nature similar to the
business of the Company and the legal doctrines of “corporate opportunity” or
“business opportunity” shall have no application in respect of this Agreement.
HD Services may in its sole discretion refer Opportunities to the Company from
time to time, pursue such Opportunities for its own benefit or refer
Opportunities to Competitors or any other person. HD Services shall be under no
liability to the Company for, or as a result of, it referring any Opportunities
to, or acting as consultant or advisor to, Competitors or the manner in which it
resolves competing interests deriving therefrom, unless HD Services has acted in
any manner which constitutes fraud, wilful misconduct or negligence. 

8




4.03          Services
  Through Agents or Affiliates

HD Services shall have the right to provide the Services, or
portions thereof, through agents, affiliates or independent contractors;
provided that HD Services shall ensure that such agents, affiliates or
independent contractors comply with the terms and conditions of this Agreement
that are relevant to the performance of their assigned tasks. HD Services shall
ensure that such agents, affiliates or independent contractors contractually are
legally responsible for their conduct under the standards applicable to HD
Services pursuant to this Agreement. 

ARTICLE 5 - INDEMNITY AND LIMIT ON LIABILITY

5.01          Consequential
  Losses

Neither Party shall be liable to the other for any indirect or
consequential loss, loss of profits, decline in earnings, decline in production,
loss of opportunities, loss of goodwill or any other indirect damages or loss
(“Consequential Losses”) related to a breach of this Agreement
(notwithstanding the provisions of any legislation in Canada or otherwise and
whether or not advised of the possibility of those damages) and whether arising
in contract, tort or otherwise, provided that a Claim by any party other than HD
Services or the Company (a “Third Party”) shall not be considered
Consequential Losses for such purposes even if such Third Party’s Claim is
itself a Claim for Consequential Losses.

5.02         
  Company Indemnity

Subject to Sections 5.01, 5.03 and 5.04, the Company hereby
indemnifies and saves harmless HD Services and any of its directors, officers,
employees, contractors and agents (each, an “HD Indemnified Person”) from
and against any loss, liability, claim, demand, damage and expense (including
reasonable legal fees) (each a “Claim” and collectively “Claims”)
in connection with the provision of the Services. 

5.03         
  Exclusion

The indemnity in Section 5.02 shall not extend or apply to any
Claim to the extent that such Claim arises out of any fraud, wilful misconduct
or Gross Negligence of an HD Indemnified Person. For purposes of this Agreement
“Gross Negligence” means any wanton or reckless act or omission not
justified by any special circumstances as amounts to a wilful and utter
disregard for the harmful and avoidable consequences but shall not include any act or
omission of an HD Indemnified Person done or omitted to be done, if resulting
from: 

9




	(i) 	
      the direction of, or with the knowledge and concurrence,
      of the Company; or

	 	 
	(ii) 	
      an action taken in good faith by an HD Indemnified Person
      to protect life, health or property.



5.04          Limitation
  of Company’s Liability 

        
 (1)   Notwithstanding anything to the contrary contained in this
Agreement except for the provisions set out in Section 5.04(2) the liability of
the Company to HD Services and any HD Indemnified Person from and against any
Claims in connection with the provision of the Services by HD Services shall not
exceed the amount (the “Cap”) that is the higher of: 

	 	(a) 	
      $500,000;

	 	 	 
	 	(b) 	
      fifty percent (50%) of the aggregate of the amounts
      actually paid to or accrued in favour of HD Services in accordance with
      Article 3, during the Term, save for reimbursable costs in accordance with
      Section 3.01(5); and

	 	 	 
	 	(c) 	
      in respect of Claims which are covered by the Company’s
      insurance policies, the proceeds of insurance under such policies in
      respect of such Claims (“Insurance
Proceeds”).



       
  (2)   Save as expressly set forth in Sections 5.04(2)(c)
and 5.04(2)(e), the provisions of Section 5.04(1) shall not limit the liability
of the Company to HD Services for any Claims that arise as a result of: 

	 	(a) 	
      the Company’s failure to pay any amounts owing the HD
      Services pursuant to this Agreement or any other breach or alleged breach
      by the Company of any of its obligations under this Agreement;

	 	 	 
	 	(b) 	
      any Claim to the extent that such Claim arises out of the
      fraud, wilful misconduct or Gross Negligence of the Company, its officers,
      directors, agents or employees;

	 	 	 
	 	(c) 	
      the death of or injury to any HD Indemnified Person that
      occurs during the course of such HD Indemnified Person providing the
      Services to the Company, but only to the extent that any such Claims
      exceed any available proceeds of insurance under HD Services’ insurance
      policies or coverage under any workers’ compensation insurance in relation
      to the subject matter of such Claims;

	 	 	 
	 	(d) 	
      any breach of or default under any agreement (other than
      this Agreement), licence, permit or other obligation to which the Company
      is a party or by which the Company is bound and which relates to the
      Services; and

	 	 	 
	 	(e) 	
      a Claim by a Third Party against an HD Indemnified Person
      that arises in connection with the provision by HD Services of the
      Services to the Company, provided that the Company’s liability to HD
      Services in respect of any Claims by a Third Party
that arise directly from and relate to HD Services acting as an
agent or representative of the Company shall be subject to the Cap to the extent
that the Company can establish that such Claims were caused by the negligence or
negligent performance by HD Services of the Services. 



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5.05          HD
  Indemnity

Subject to Sections 5.01 and 5.06, HD Services hereby
indemnifies and saves harmless the Company and any of its directors, officers,
employees, contractors and agents for any Claim (a “Misconduct Claim”) to
the extent that such Claim arises out of the fraud, wilful misconduct or Gross
Negligence of HD Services or any of its directors, officers, employees,
contractors and agents. 

5.06          Limitation
  of HD Services’ Liability

     
    (1)   Notwithstanding anything to the contrary
contained in this Agreement except for the provisions of Section 5.06(2), the
liability of HD Services to the Company arising out of any any Claims in
connection with the provision of the Services by HD Services shall not exceed
the higher of 

	 	(a) 	
      $500,000;

	 	 	 
	 	(b) 	
      fifty percent (50%) of the aggregate of the amounts
      actually paid to or accrued in favour of HD Services in accordance with
      Article 3, during the Term, save for reimbursable costs in accordance with
      Section 3.01(5); and

	 	 	 
	 	(c) 	
      in respect of Claims which are covered by the insurance
      policies referred to in Section 9.01, the proceeds of insurance up to the
      available coverage limits specified in Section
9.01.



      
   (2)   The provisions of Section 5.06(1) shall not
limit the liability of HD Services for any Misconduct Claims. 

5.07          Claims

     
    (1)   In the event that any action, suit or
proceeding is brought against either HD Services or the Company (in this
Section, an “Indemnified Party”) in respect of which indemnity may be
sought against the other Party (in this Section, an “Indemnifying Party”)
in accordance with Section 5.02 or 5.05 as the case may be, the Indemnified
Party shall give the Indemnifying Party prompt written notice of any such
action, suit or proceeding of which the Indemnified Party has knowledge and the
Indemnifying Party shall undertake the investigation and defence thereof on
behalf of the Indemnified Party, including employment of counsel acceptable to
such Indemnified Party, and make payment of all expenses. 

       
  (2)   No admission of liability and no settlement of any
action, suit or proceeding shall be made without the consent of the Indemnifying
Party and the Indemnified Parties affected, such consent not to be unreasonably
withheld. 

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 (3)   Notwithstanding that the Indemnifying Party shall
undertake the investigation and defence of any action, suit or proceeding, an
Indemnified Party shall have the right to employ separate counsel in any such
action, suit or proceeding and participate in the defence thereof, but the fees
and expenses of such counsel shall be at the expense of the Indemnified Party
unless: 

	 	(a) 	
      employment of such counsel has been authorised by the
      Indemnifying Party;

	 	 	 
	 	(b) 	
      the Indemnifying Party has not assumed the defence of the
      action, suit or proceeding within a reasonable period of time after
      receiving notice thereof;

	 	 	 
	 	(c) 	
      the named parties to any such action, suit or proceeding
      include both the Indemnifying Party and the Indemnified Party and the
      Indemnified Party shall have been advised by counsel that there may be a
      conflict of interest between the Indemnifying Party and the Indemnified
      Party; or

	 	 	 
	 	(d) 	
      there are one or more legal defences available to the
      Indemnified Party which are different from or in addition to those
      available to the Indemnifying Party.



      
   (4)   It is the intention of the parties to
constitute each other as trustee for each other’s directors, officers,
employees, contractors and agents under this Article 5 and each Party agrees to
accept such trust and to hold and enforce such covenants on behalf of its own
directors, officers, employees, contractors and agents. 

         
(5)   For the purposes of this Article 5: 

	 	(a) 	
      “action, suit or proceeding” shall include every
      action, suit or proceeding, civil, criminal, administrative, investigative
      or other; and

	 	 	 
	 	(b) 	
      the right of indemnification conferred hereby shall
      extend to any threatened action, suit or
proceeding.



    
     (6)   The foregoing rights of
indemnification shall not be exclusive of any other rights to which the
Indemnified Parties may be entitled as a matter of law or which may be lawfully
granted to such Indemnified Parties. 

    
     (7)   Each of the Company (in respect of
the policies referenced in Section 5.04(1)(c)) and HD Services (in respect of
the policies referenced in Section 9.01) shall use their reasonable commercial
endeavours to ensure that the relevant policies of insurance maintained by them
contain waivers of subrogation as against one another. 

     
    (8)   The indemnities set out in Section 5.02
or 5.05 shall remain in full force and effect notwithstanding the termination of
this Agreement. 

12




ARTICLE 6 – CONFIDENTIALITY AND INTELLECTUAL
PROPERTY

6.01         
  Confidentiality 

     
    (1)   HD Services acknowledges that the
business carried on by the Company is an extremely competitive business, that
during the Term HD Services shall receive and be exposed to confidential
information belonging to the Company and its affiliates and that disclosure of
any such confidential information to third parties could irreparably damage and
place the Company at a competitive disadvantage. Such confidential information
shall encompass the Company or its affiliates’ proprietary or confidential
information disclosed or entrusted to HD Services or developed or generated by
HD Services in the performance of the Services, including information relating
to the Company or its affiliates’ interests in mineral rights, exploration
results, exploration developments, research data, organizational structure,
operations, business plans and affairs, technical projects, pricing data,
business costs, inventions, trade secrets, names of joint venture partners or
other work produced or developed by or for the Company or any of its affiliates,
(“Confidential Information”). HD Services shall: 

	 	(a) 	
      diligently take commercially reasonable efforts to
      protect the integrity and security of the Confidential Information within
      its control and to ensure that only authorized personnel of HD Services
      are provided with Confidential Information. HD Services shall limit access
      to Confidential Information to its own staff on a need-to-know basis and
      shall ensure that its personnel acknowledge the need to protect the
      confidentiality of the Confidential Information and that they are made
      aware that they are in a “special relationship” with the Company as
      contemplated by securities legislation;

	 	 	 	 
	 	(b) 	
      not disclose any of the Confidential Information to third
      parties without the prior written consent of the Company, provided that
      such consent shall not be required where the Confidential Information is
      disclosed:

	 	 	 	 
	 		(i) 	
      to the employees, officers, representatives and agents of
      HD Services and affiliates of HD Services and professional advisors of HD
      Services, to enable such persons to assist HD Services in providing
      Services to the Company; and provided further that all such persons
      acknowledge the need to preserve and protect the confidential nature of
      the Confidential Information and to use such information only in
      connection with the provision of Services to the Company; and provided
      further that HD Services shall be liable for any breach of confidentiality
      by such persons;

	 	 	 	 
	 		(ii) 	
      to the employees, officers, agents or professional
      advisors of the Company; or

	 	 	 	 
	 		(iii) 	
      pursuant to any law, statute or regulation, ordinance or
      administrative, regulatory or judicial order, or requirement of any
      applicable stock exchange; provided that the Company has received prior
      notice to the extent possible and been given an opportunity to contest or
      resist disclosure where possible and appropriate.



13




       
  (2)   Section 6.01(1) shall not apply to any information
in the possession of HD Services which, at the relevant time: 

	 	(a) 	
      through no act or omission of HD Services is or becomes
      generally known or part of the public domain;

	 	 	 
	 	(b) 	
      is furnished to others by the Company without restriction
      on disclosure; or

	 	 	 
	 	(c) 	
      is lawfully furnished to HD Services by a third party
      without HD Services’ knowledge of a breach of any confidentiality
      obligation owed to the Company but if HD Services subsequently becomes
      aware that such Confidential Information was actually received in breach
      of a third party’s confidentiality obligations to the Company, the
      restrictions in Section 6.01(1) shall thereafter apply on a going- forward
      basis provided that any actions taken or interests acquired by HD Services
      prior to it becoming so aware shall not be
affected.



    
     (3)   All business, technical, and like
records and information received or generated by HD Services during the Term in
relation to the Company or its affiliates shall be delivered to the Company, or
destroyed by HD Services upon request by the Company, at any time during the
Term and upon the termination of this Agreement. The Company shall continue to
own all rights in such Confidential Information.

    
     (4)   In the event that a Party wishes
to refer to the other Party hereunder or its engagement with the other Party in
any public statement, news release, shareholder communication or otherwise, it
must first seek the other Party’s consent (such consent not to be unreasonably
withheld or delayed), in all cases, prior to the release of such reference.
During the Term, when referring to HD Services in any promotional or marketing
materials, the Company shall use such name or trade names of HD Services, or its
affiliates or its associates, and describe HD Services and its affiliates and
associates, only as permitted by HD Services. Upon termination of this
Agreement, each Party shall immediately cease referring to the other Party and
any of its affiliates or associates and shall, unless otherwise required by law,
amend, update or withdraw any offering documents, promotional and marketing
material or other literature then in use that refers to any agreement or
arrangement with the other Party. 

    
     (5)   HD Services acknowledges that to
the extent that it may be necessary for the Company to disclose this Agreement
to stock exchanges, or other regulatory authorities or otherwise make it public
pursuant to applicable securities laws and policies and agrees that the Company
may disclose this Agreement in such circumstances upon notice to HD Services;
provided that, the Company acknowledges that disclosure of the commercial terms
of this Agreement would be to the detriment of HD Services because of the
competitive nature of the advisory business and the Company shall use all
reasonable efforts consistent with stock exchange and regulatory requirements
and securities laws and policies to remove any commercially sensitive fee
information relating to this Agreement before filing or otherwise making this
Agreement or its terms public. 

14




6.02         
  Intellectual Property of HD Services 

      
   (1)   Each Party is the exclusive owner of all
valuable industrial and intellectual property rights whether protectable by
statute, at common law or in equity, (including any works, inventions (including
all patents), trade secrets, know-how, processes, designs, trade marks, trade
names, logos, service marks, or copyrights, whether registered or unregistered)
(the “Intellectual Property”) owned or possessed by it or any of its
affiliates as of the Effective Date whether used by it in fulfilling its
obligations under this Agreement or otherwise (the “Background IP”).
Except for any of the Company’s trade-marks, the Parties acknowledge and agree
that, except as otherwise expressly agreed to in writing by the Parties, all new
and original Intellectual Property created or developed by HD Services during
the course of its performance of the Services, including, without limitation,
any modification, improvements, or enhancements to either Party’s Background IP,
(the “HD Services IP”) shall be the sole property of HD Services or its
affiliates, as appropriate, and the Company shall have no interest in such HD
Services IP except pursuant to Section 6.02(2) . Except for any of the Company’s
trade-marks, the Company hereby assigns and transfers to HD Services and agrees
to assign and transfer to HD Services, as and when created, all right, title,
and interest, including any Intellectual Property, throughout the world, in and
to all HD Services IP, to the extent such HD Services IP does not automatically
and immediately vest in HD Services. 

    
     (2)   HD Services grants to the Company
a non-exclusive, revocable, non-transferable and royalty-free licence to access,
use, or copy the Background IP and the HD Service IP but only insofar as is
necessary in relation to the Services and such licence and all rights granted
under such license shall terminate upon the termination of this Agreement. 

ARTICLE 7 - OTHER RIGHTS AND DUTIES OF THE COMPANY

7.01          Access
  to the Company Properties and Records 

For the sole purpose of enabling HD Services to perform the
Services and only to the extent required to enable such performance, the Company
shall allow HD Services, its employees and authorized agents reasonable access
on notice to the Company’s properties, business premises and business records.
The Company shall ensure that its employees, and any contractors, consultants,
advisors or auditors engaged by it, co-operate fully with HD Services in its
performance of the Services. Nothing in this Agreement shall be deemed to allow
HD Services automatic access to legally privileged documents. 

7.02          Access
  to HD Services Records

Any authorized representative of the Company shall on
reasonable notice to HD Services be provided with full access to all of the
records or information of HD Services pertaining to the affairs of the Company.
Such access shall be extended to the auditors and other professional advisors of
the Company. Nothing in this Agreement shall be deemed to allow the Company
automatic access to legally privileged documents. 

7.03         
  Audit

        (1)   The
Company shall have the right on reasonable notice of not less than thirty (30)
days in any event, to have an independent audit of the relevant business records
of HD Services as they relate to the Services provided by HD Services to the
Company in order to satisfy itself that any fees and expenses charged to
the Company by HD Services under this Agreement have been properly incurred in
accordance with Article 3. The Company shall not have the right to audit records
and accounts of HD Services related to transactions or operations more than
twenty-four (24) months after the calendar year during which the Services were
provided. Any audit conducted on behalf of the Company shall be made during HD
Services’ normal business hours and shall not interfere with its operations. 

15 




       
  (2)   In the event that the Parties are unable to agree on
the conclusions of the audit, the matter shall be referred for dispute
resolution under Article 10. If that process results in a refund of more than
five percent (5%) of amounts invoiced by HD Services then HD Services shall not
only pay the amount but shall pay for the costs of the audit. A one percent (1%)
to five percent (5%) refund adjustment shall result in the audit cost being
shared equally and a less than one percent (1%) adjustment shall result in the
Company paying for the costs of the audit. All written exceptions to and claims
upon or by HD Services for discrepancies disclosed by such audit shall be made
not more than ninety (90) days after completion and delivery of such audit, or
they shall be deemed waived by the Company or HD Services, as the case may
be.

7.04         
  Mutual Non Solicitation 

The Company undertakes that is shall not directly or
indirectly, for the Term and for twelve (12) months after the date of
termination of this Agreement, solicit any HD Services employee for the purposes
of offering employment, unless expressly approved by HD Services in writing. HD
Services undertakes that is shall not directly or indirectly, for the Term and
for twelve (12) months after the date of termination of this Agreement, solicit
any Company employee for the purposes of offering employment, unless expressly
approved by the Company in writing.

ARTICLE 8 - TERM AND TERMINATION 

8.01          Term
  

The initial term of this Agreement shall be for a period of two
(2) years from the Effective Date, following which this Agreement shall
automatically renew for successive one year terms unless earlier terminated as
provided in Section 8.02. 

8.02         
  Termination

    
     (1)   This Agreement may be terminated
without cause at any time by either Party giving sixty (60) days notice in
writing to the other Party, except that where a the Company is engaged in a
material mine construction or expansion program such period shall be extended to
one hundred and eighty (180) days notice.

     
    (2)   Notwithstanding Section 8.02(1), the
Company may terminate this Agreement with immediate effect for cause, which
shall include: 

	 	(a) 	
      HD Services committing an act of Gross Negligence, wilful
      misconduct or wilful default of its obligations under this Agreement in
      circumstances that would, in the reasonable opinion of the Company, make HD Services
  unsuitable to continue to act on behalf of the Company;



16 





	 	(b) 	
      A material departure from an approved Program in
      accordance with Section 3.01(3);

	 	 	 	 
	 	(c) 	
      HD Services ceasing to be a wholly-owned subsidiary of
      Hunter Dickinson Inc.;

	 	 	 	 
	 	(d) 	
      HD Services being in material breach of this Agreement
      and within thirty (30) days of receipt of notice thereof from the Company
      either:

	 	 	 	 
	 		(i) 	
      such breach is not remedied; or

	 	 	 	 
	 		(ii) 	
      if such breach is incapable of being remedied, either
      within such thirty (30) day period or at all, HD Services has not paid
      reasonable monetary compensation in lieu of remedying the breach; provided
      that the breach is not of such a fundamental nature as to significantly
      impair the value to the Company of this Agreement;

	 	 	 	 
	 	(e) 	
      the dissolution, liquidation, bankruptcy, insolvency or
      winding-up or the making of any assignment for the benefit of creditors of
      HD Services; or

	 	 	 	 
	 	(f) 	
      the appointment of a trustee, receiver and manager or
      liquidator of HD Services.





	 	(3) 	
      Notwithstanding Section 8.02(1), HD Services may
      terminate this Agreement with immediate effect for cause, which shall
      include:




	 	(a) 	
      the Company committing an act of negligence, wilful
      misconduct or wilful default of its obligations under this Agreement in
      circumstances that would, in the reasonable opinion of HD Services, make
      representation of the Company by HD Services unsuitable;

	 	 	 	 
	 	(b) 	
      the Company being in material breach of this Agreement
      and within thirty (30) days of receipt of notice thereof from HD Services
      either:

	 	 	 	 
	 		(i) 	
      such breach is not remedied; or

	 	 	 	 
	 		(ii) 	
      if such breach is incapable of being remedied, either
      within such thirty (30) day period or at all, the Company has not paid
      reasonable monetary compensation acceptable to HD Services in lieu of
      remedying the breach; provided always that the breach is not of such a
      fundamental nature as to significantly impair the value to HD Services of
      this Agreement;

	 	 	 	 
	 	(c) 	
      the dissolution, liquidation, bankruptcy, insolvency or
      winding-up or the making of any assignment for the benefit of creditors of
      the Company; or

	 	 	 	 
	 	(d) 	
      the appointment of a trustee, receiver and manager or
      liquidator of the Company.




	 	(4) 	
      if this Agreement is terminated:



17 





	 	(a) 	
      all rights and obligations under this Agreement (except
      those in Article 4, Sections 5.02 or 5.05, Article 6 and this Section
      8.02(4)) shall terminate;

	 	 	 
	 	(b) 	
      for any reason other than the circumstances described
      Sections 8.02(2)(a) and 8.02(2)(b), HD Services shall be entitled to
      receive, and the Company shall pay to HD Services, any outstanding fees
      and any reimbursable expenses pursuant to Article 3 up to and including
      the date of termination;

	 	 	 
	 	(c) 	
      during the course of implementation of any Program, the
      Parties shall negotiate in good faith to minimize any interruption of such
      Program and to ensure that the costs related thereto are duly discharged
      by the Company; and

	 	 	 
	 	(d) 	
      notwithstanding such termination, the Company shall
      continue to be bound by any third party commitments and agreements
      contracted for or on its behalf by HD Services in accordance with this
      Agreement prior to such termination.



ARTICLE 9 – INSURANCE 

9.01          HD
Services’ Insurance 

      
   (1)  HD Services shall obtain, maintain until expiry or
earlier termination of this Agreement or such longer period as may be specified
below, and pay the premiums for, the following insurance coverage: 

	 	(a) 	
      Automobile Liability Insurance. Automobile
      liability insurance covering liability for bodily injury, including death,
      and property damage arising out of ownership, use or operation of HD
      Services owned or leased licensed motor vehicles of $2 million inclusive
      per occurrence.

	 	 	 
	 	(b) 	
      Professional Liability Insurance. A “professional
      liability insurance policy” in an amount of $2 million per claim and in
      the aggregate, to cover damages because of any error, omission or
      negligent act in professional services rendered by HD Services or any
      contractor or agent engaged by HD Services directly or indirectly. Subject
      to reasonable commercial availability coverage shall be maintained for at
      least 24 months after expiry or earlier termination of this
    Agreement.

	 	 	 
	 	(c) 	
      Commercial General Liability Insurance. A
      “commercial general liability insurance policy”, in the amount of $5
      million per occurrence, with cross liability and severability of interest
      clauses or equivalent wording, and a standard “non-owned automobile
      liability endorsement”. The policy shall name the Company as an additional
      insured with respect to bodily injury or property damage that arise out of
      Services provided pursuant to the Agreement.

	 	 	 
	 	(d) 	
      Equipment Insurance. Prior to the commencement of
      the Services, HD Services shall obtain broad form equipment insurance
      covering loss or damage to tools, property and equipment of HD Services or
      for which HD Services is legally liable or responsible, in an amount equal
      to the full replacement value of the tools,
property and equipment (or on such other basis
as the Company may approve, such approval not to be unreasonably withheld). /P>



18 




    
     (2)   All insurance policies required
under Section 9.01(1)(b), (c) and (d) shall provide that 30 days written notice
of cancellation shall be given to the Company. HD Services is solely responsible
to determine the appropriate type and amount of insurance to carry, but shall
maintain, until expiry or earlier termination of this Agreement or such longer
period as may be specified in Section 9.01(1), at least the amount and type of
insurance specified in this Section 9.01. 

    
     (3)   HD Services shall comply with
workers’ compensation or equivalent legislation that is applicable to it,
including the payment of assessments and dues thereunder, until expiry or
earlier termination of this Agreement. 

ARTICLE 10 - DISPUTE RESOLUTION

10.01        
Disputes Regarding Reimbursable Costs 

Notwithstanding Section 10.02, in the event of any dispute
arising between the Parties regarding fees or reimbursable costs claimed by HD
Services in accordance with Article 3 and such dispute not having been resolved
between the Parties within thirty (30) days from the written notice of such
dispute by either Party to the other, such dispute may be referred by either
Party to a Chartered Accountant (“CA”) to be mutually agreed upon or,
failing which, a third CA appointed by two CAs, one of which is chosen by each
of the Parties. Such third CA shall act as arbitrator based on the results of
the audit work (and such other work as he or she may direct be done) and shall
be entitled to make such adjustments as may in the circumstances appear to it to
be appropriate and whose decision shall be regarded as the decision of an
arbitrator and shall be binding and final upon the Parties. The costs of the CA
in deciding such dispute shall be borne by each Party in the same proportion as
the cost of the audit in 7.03. 

10.02        
  Other Disputes

Any dispute arising under or in connection with any matter
relating to or resulting from the performance of obligations under this
Agreement, other than as contemplated by Section 10.01, which has not been
resolved by the Parties within thirty (30) days after the date on which either
Party delivers written notice to the other Party of such dispute, which notice
shall specify in reasonable detail the matter or matters in dispute, shall: 

	 	(a) 	
      be referred to the President or the Chief Executive
      Officer of each Party (or the person who performs like functions) or their
      respective designates, who shall meet (face to face or by telephonic
      means) within ten (10) days from the expiry of such thirty (30) day period
      and shall endeavour to resolve such dispute; and

	 	 	 
	 	(b) 	
      failing such resolution, be referred to and finally
      resolved by a single arbitrator pursuant to the Commercial Arbitration Act
      (British Columbia) as amended from time to time or any legislation
      substituted therefor, pursuant to the Commercial Arbitration Rules of the
      British Columbia International Commercial Arbitration Centre (the
      “Centre”), provided that it is understood and agreed that this
      Section 10.02 is not intended to nor is it to be construed as preventing
      the Parties hereto, or



19




any of them, from seeking injunctive relief. If the Parties
cannot agree to a single arbitrator, then such arbitrator shall be chosen by
reference to the Centre. Such arbitration shall include a requirement for the
production and discovery of documents and examination for discovery as required
by the British Columbia Supreme Court Rules. The place of arbitration shall be
Vancouver, British Columbia. 

ARTICLE 11 - MISCELLANEOUS

11.01        
Notices 

Any demand, notice or other communication to be given in
connection with this Agreement must be given in writing and shall be given by
personal delivery, by registered mail or by electronic means of communication
addressed to the recipient as follows: 

To Hunter Dickinson Services
Inc.:

1020 - 800 West Pender
Street
Vancouver, British Columbia
Canada V6C 2V6 

Fax: (604) 681 2741

Attention: President 

To Quartz Mountain Resources Ltd.
:

1020 - 800 West Pender
Street
Vancouver, British Columbia
Canada V6C 2V6 

Fax: (604) 684 681 2741

Attention: Secretary 

or to such other address, individual or electronic
communication number as may be designated by notice given by either Party to the
other. Any demand, notice or other communication given by personal delivery
shall be conclusively deemed to have been given on the day of actual delivery
thereof and, if given by registered mail, on the third (3rd) business day
following the deposit thereof in the mail and, if given by electronic
communication, on the day of transmittal thereof if given during the normal
business hours of the recipient and on the business day during which such normal
business hours next occur if not given during such hours on any day. If the
Party giving any demand, notice or other communication knows or ought reasonably
to know of any difficulties with the postal system that might affect the
delivery of mail, any such demand, notice or other communication may not be
mailed but must be given by personal delivery or by electronic communication.


20




11.02        
Further Assurances 

Each Party shall from time to time execute and deliver such
further documents and instruments and do all acts and things as the other Party
may reasonably require to effectively carry out or better evidence or perfect
the terms of this Agreement. 

11.03        
  Entire Agreement

      
   (1)   This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof and
cancels and supersedes any prior understandings and agreements between the
Parties with respect thereto and any rights that the Company may have at law or
equity regarding HD Services’ possession or use of the Confidential
Information.

     
    (2)   Neither this Agreement nor the parties’
performance hereunder shall be deemed to create any special relationship or
obligations, including fiduciary obligations, and there are no representations,
warranties, terms, conditions, undertakings or collateral agreements, express,
implied or statutory, between the Parties, other than as expressly set forth in
this Agreement. 

11.04        
  Assignment

This Agreement may not be assigned by either Party without the
prior written consent of the other Party. Any assignment shall require the
written agreement of the assignee to be bound by the terms hereof. 

11.05        
  Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless
set forth in writing and duly executed by the Parties. No waiver of any breach
of any provision of this Agreement shall be effective or binding unless made in
writing and signed by the Party purporting to give the same and, unless
otherwise provided, shall be limited to the specific breach waived. 

11.06        
  Enurement

This Agreement shall enure to the benefit of the Parties and
shall be binding upon their successors and permitted assigns. 

11.07        
  Ambiguities

Each of the parties has participated in the drafting of this
Agreement and any rule of construction to the effect that ambiguities are to be
resolved against the drafting party shall not apply to the interpretation of
this Agreement. 

11.08        
  Enforceability

If any term, provision, covenant or condition of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable, the
remainder of the provisions shall remain in full force and effect and shall not
be affected, impaired or invalidated thereby. 

21 




11.09          Severability

If a provision of this Agreement shall be found to be wholly or
partially invalid, this Agreement shall be interpreted as if the invalid
provision had not been a part of this Agreement. 

11.10        
  Currency

All dollar figures referred to in this Agreement are Canadian
dollars unless specifically noted otherwise. 

11.11        
  Headings, Etc.

The division of this Agreement into Articles and Sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement. The terms “this
Agreement”, “hereof’, “hereunder” and similar expressions refer to this
Agreement and not to any particular Article, Section or other portion hereof and
include any agreement supplemental hereto. Unless something in the subject
matter or context is inconsistent therewith, references herein to Articles and
Sections are to Articles and Sections of this Agreement.

11.12         Expanded
  Meanings

In this Agreement, unless something in the subject matter or
context is inconsistent therewith:

	 	(a) 	
      the singular of any term includes the plural, and vice
      versa, the use of any term is equally applicable to any gender and, where
      applicable, a body corporate, the word “or” is not exclusive and the word
      “including” is not limiting (whether or not non- limiting language is used
      with reference thereto);

	 	 	 
	 	(b) 	
      a reference to a person includes a company or other
      entity constituting a legal person; and

	 	 	 
	 	(c) 	
      the words “written” or “in writing” include printing,
      typewriting or any electronic means of communication capable of being
      visibly reproduced at the point of reception including telex, telegraph or
      telecopy.



11.13        
  Governing Law

This Agreement shall be governed by the laws of the Province of
British Columbia and the federal laws of Canada applicable therein. 

11.14        
  Counterparts

This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall be deemed to constitute one and the same instrument. 

22




11.15        
Electronic Transmission 

Delivery of an executed signature page to this Agreement by
either Party by electronic transmission shall be as effective as delivery of a
manually executed copy of this Agreement by such Party. 

IN WITNESS WHEREOF the Parties have caused this Agreement to be
executed as of the Effective Date. 

HUNTER DICKINSON SERVICES INC. 

 

By:
________________________________
       
Authorized Signatory 


 

QUARTZ MOUNTAIN RESOURCES LTD. 

 

By:
________________________________
       
Authorized Signatory 


23 




ANNEXURE A

SECONDMENT AGREEMENT

Employee Secondment Agreement made effective •,
between Hunter Dickinson Services Inc. (“HDSI”), • (“•”)
and the undersigned individual (the “Employee”).

1.        Secondment

The Employee will provide employment services to • or its
affiliates (the “Secondment”). HDSI and the Employee acknowledges that •
may, upon written notice to the Employee, second the Employee to its affiliate,
• (“•”) and • may in turn, upon written notice to the Employee,
second the employee to • (“•”)(•,• or • being in such capacity the
“Employer”). During the Secondment, the Employee(s) will work under the
general direction and supervision of the relevant Employer and will carry out
the job duties and functions assigned by such Employer or their contactors and
agents. Notwithstanding the Secondment, Employee will remain an employee of HDSI
and all decisions regarding the Employee’s employment status will continue to be
the sole responsibility of HDSI. 

2.        General
  Obligations of Employee

Employee hereby acknowledges and agrees with • that:

	 	(a) 	
      he/she is subject to an obligation of confidentiality to
      the Employer and will not divulge or use for his/her own benefit any
      confidential information belonging to the Employer, except as may be
      required for the proper performance of the Employee’s duties;

	 	 	 
	 	(b) 	
      as the sole compensation to the Employee for the services
      performed by the Employee for •, • may provide the Employee with incentive
      stock options in accordance with the terms and conditions of •’s stock
      option plan;

	 	 	 
	 	(c) 	
      in the event that • awards Employee an incentive stock
      option, the Employee will receive a tax reporting slip in connection with
      any deemed benefits from this option from •;

	 	 	 
	 	(d) 	
      Employee is obligated to pay his/her portion of Canada
      Pension Plan premiums to • in connection with any deemed benefits upon
      exercise of such stock option and will also pay or allowed to be withheld
      by • any other amounts properly payable by him/her according to applicable
      law; and

	 	 	 
	 	(e) 	
      Employee is obligated to conduct him/herself in
      accordance with all of the internal employee policies of the
    Employer.



A-1




3.        Acknowledgements
  of •

• hereby acknowledges that it will promote a safe, secure
workplace for Employee when at the Employer’s premises or outside of HDSI’s
offices on secondment to the Employer and will ensure Employee is able to
perform his or her duties free from harassment and under proper direction. 

4.       
General 

	 	(a) 	
      This agreement is to be co-terminus with and construed
      together with (i) the services agreement between HDSI and •, and (ii) the
      terms and conditions of employment between HDSI and the Employee, and
      (iii) HDSI’s secondment policies as each may be amended from time to
      time.

	 	 	 
	 	(b) 	
      This agreement is personal to the parties and may not be
      amended except by written instrument agreed by all parties. This agreement
      is intended to memorialize the Secondment and not change the employment
      arrangements as they have been traditionally understood by Employee and
      HDSI.

	 	 	 
	 	(c) 	
      This Agreement shall be governed by the laws of the
      Province of British Columbia and the federal laws of Canada applicable
      therein.



IN WITNESS WHEREOF the parties have executed this agreement as
of the date first written above. 

Hunter Dickinson Services Inc. 

_______________________________________
Authorized Signatory


• 

_______________________________________
Authorized Signatory


_______________________________________
[Employee] 

A-2




ANNEXURE B

CONTRACTOR AGREEMENT

Services Agreement made effective •, between Hunter
Dickinson Services Inc. (“HDSI”), • (“•”) and the
undersigned individual (the “Contractor”).

1.        Contracting

The Contractor will provide corporate and technical services to
• or its affiliates (the “Contracting”). HDSI and the Contractor
acknowledges that • may, upon written notice to the Contractor, assign its
rights and obligations hereunder to its affiliate, • (“•”) and • may in
turn, upon written notice to the Contractor, assign its rights and obligations
as against the Contractor to • (“•”)(•,• or • being in such capacity the
“Client”). During the Contracting, the Contractor(s) will provide the
services requested by such Client or their contactors and agents.
Notwithstanding the Contracting, Contractor will also remain an independent
contractor to HDSI under a separate services agreement (the “HDSI
Contract”) and all services provided by the Contractor to HDSI will continue
to be the sole responsibility of HDSI. 

2.       
Independent Contractor 

The Parties acknowledge and agree that:

	 	(a) 	
      Contractor shall act as an independent contractor in
      relation to the Client in the provision of the services hereunder and
      shall not be an agent or an employee of the Client; and

	 	 	 
	 	(b) 	
      Contractor shall have no authority to bind, obligate or
      incur any liability on behalf of the Client in any way and shall not,
      directly or indirectly, or by inference, make any guarantees,
      representations or warranties, oral or written, in respect of the Client
      or represent that it is an agent or representative of the
  Client.



3.        Fees
  and Expenses

HDSI has a services contract with •, • has in turn contracted
with • and • has a services contract with • (such services contracts
collectively being the “Primary Services Contracts”). Contractor
acknowledges that the Client shall pay all remuneration in respect of the
Contracting solely in accordance with the relevant Primary Services Contract and
HDSI shall remain solely liable to pay the monthly fees, and reimburse the
expenses, of Contractor in accordance with the HDSI Contract.

4.        General
  Obligations of Contractor

Contractor hereby acknowledges and agrees with • that:

	 	(a) 	
      he/she is subject to an obligation of confidentiality to
      the Client and will not divulge or use for his/her own benefit any
      confidential information belonging to the Client, except as may be
      required for the proper provision of the Contractor’s services;
  and



B-1





	 	(b) 	
      Contractor is obligated to conduct him/herself in
      accordance with all of the internal Contractor policies of the
    Client.



5.        Acknowledgements
  of •

• hereby acknowledges that it will promote a safe, secure
workplace for Contractor when at the Client’s premises or outside of HDSI’s
offices while Contracting and will ensure Contractor is able to provide his/her
services free from harassment and under proper direction. 

6.        Termination

This agreement shall continue until the earlier of:

	 	(a) 	
      termination of the HDSI Contract;

	 	 	 
	 	(b) 	
      termination of the relevant Primary Services Contract;
      and

	 	 	 
	 	(c) 	
      the date that is ten (10) days following the date of
      written notice of termination of this agreement by either of Contractor or
      the relevant Client delivered to the other
parties.




	7. 	
      General

	 	 	 
		(a) 	
      This agreement is to be co-terminus with and construed
      together with (i) the Primary Service Contract between HDSI and •, and
      (ii) the HDSI Contract, and (iii) HDSI’s Contractor policies, as each may
      be amended from time to time.

	 	 	 
		(b) 	
      This agreement is personal to the parties and may not be
      amended except by written instrument agreed by all parties. This agreement
      is intended to memorialize the Contracting and not change the contracting
      arrangements as they have been traditionally understood by Contractor and
      HDSI.

	 	 	 
		(c) 	
      This Agreement shall be governed by the laws of the
      Province of British Columbia and the federal laws of Canada applicable
      therein.



B-2




IN WITNESS WHEREOF the parties have executed this agreement as
of the date first written above. 

Hunter Dickinson Services Inc. 

_______________________________________
Authorized Signatory


• 

_______________________________________
Authorized
Signatory 

_______________________________________
[Contractor] 

B-3




ANNEXURE C 

HD SERVICES CHARGE-OUT RATES SCHEDULE 


	Rate Structure for FY2010 	 	  
	Department 	Category 	Hourly Rate 
	110 - Engineering 	Exec VP 	250.00 
	  	Manager 	125.00 
	  	Senior Advisor 	100.00 
	  	Advisor 	75.00 
	120 - Environmental 	Exec VP 	250.00 
	  	VP 	200.00 
	  	Senior
      Manager 	150.00 
	130 - Geology 	Exec VP 	250.00 
	  	VP 	200.00 
	  	Senior Manager 	150.00 
	  	Senior Advisor 	125.00 
	  	Advisor 	75.00 
	140 - Graphics 	Manager 	125.00 
	  	Senior Advisor 	90.00 
	  	Advisor 	75.00 
	150 - Information Technology 	Manager 	125.00 
	  	Senior Advisor 	75.00 
	  	Advisor 	50.00 
	160 - Site Services 	Senior Advisor 	100.00 
	  	Technician 	75.00 
	180 - Resource / Database 	VP 	300.00 
	  	Senior Manager 	150.00 
	  	Manager 	100.00 
	  	Senior Advisor 	75.00 
	  	Advisor 	50.00 
	  	Technician 	50.00 
	210 - Administration 	Manager 	100.00 
	  	Senior Advisor 	75.00 
	  	Executive Administration 	75.00 
	  	Administration 2 	75.00 
	  	Administration 1 	50.00 
	220 - Corporate Communications 	Exec VP 	300.00 
	  	Senior Advisor 	90.00 
	  	Advisor 	75.00 
	230 - Finance 	CFO or EVP 	250.00 
	  	Manager 	150.00 
	  	Senior Advisor 	100.00 
	  	Advisor 	75.00 
	  	Technician 	50.00 



C-1






	240 - Human Resources 	Manager
    	100.00 
	  	Advisor 	75.00 
	250 - Legal 	Legal Counsel 	300.00 
	  	Corporate Secretary 	100.00 
	260 - Investor
      Relations 	Senior Manager 	150.00 
	  	Manager 	125.00 
	  	Advisor 	75.00 
	275 - Public Affairs
    	Exec VP 	250.00 
	  	Advisor 	75.00 
	  	  	  
	280 - Corporate
      Development 	VP 	200.00 
	  	Senior Manager 	150.00 
	  	Manager 	125.00 
	  	Analyst 	40.00 
	285 - Acquisitions
    	Exec VP 	250.00 
	  	Senior Manager 	150.00 
	  	Manager 	100.00 
	000 - Contractors 	Contractors 	40.00 



C-2