ex10_2.htm


    CORPORATE
MANAGEMENT SERVICES AGREEMENT

     

    THIS
AGREEMENT made effective as of the first day of August, 2008.

     

    BETWEEN:

     

    Ibex Resources Corp., a Nevada
Corporation, having offices at 1015 - 4th Street,
S. W., suite 530, Calgary, Alberta

    (hereafter
"Ibex")

     

    AND;

     

    Harry Bygdnes, an individual
having a residence at 30 Discovery Ridge Close, S.W., suite 317, Calgary,
Alberta

     

    (hereafter
"Bygdnes")

     

    RECIETALS:

     

    WHEREAS,
Ibex is engaged in the field of mineral exploration, and the conduct of such
other activities as may be incidental or related thereto; and

     

    WHEREAS,
Ibex has and will have the need for accounting, administrative, financial,
technical, consulting and similar services from time to time, but has determined
that it is not cost effective to maintain all the infrastructure associated
therewith; and

     

    WHEREAS,
in the event that Ibex issues to the public shares of its capital stock pursuant
to a registration statement under the Securities Act of 1933, as amended, Ibex
desires to continue to obtain the foregoing services from Bygdnes;
and

     

    WHEREAS,
by this Agreement, Ibex and Bygdnes desire to confirm their agreement with
respect to services to be provided to Ibex commencing on July 1, 2008 (the
"Effective Date"), and to set forth the basis for Bygdnes's providing further
services of the type referred to herein; and

     

    WHEREAS,
Bygdnes is able and willing to provide the foregoing services to Ibex, and Ibex
desires to engage Bygdnes as an independent contractor to provide the same in
accordance with the terms set forth herein:

     

    NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements,
provisions and covenants contained herein, and for other good and
valuable

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    consideration,
the receipt and legal sufficiency whereof are hereby acknowledged, the parties
hereto further agree as follows:

     

    ARTICLE
I


    


    SECTION
I.   
MANAGEMENT
SERVICES.

    


                               
1.1    Commencing on the Effective Date, Ibex hereby engages
and retains Bygdnes to provide or otherwise make available to Ibex the services
described in this Section I (the "Management Services"), and Bygdnes hereby
accepts and agrees to provide such Management Services to Ibex, for the term and
consideration as specified herein. The fee payable for such Management Services
shall be determined in accordance with Section 3 hereof.

     

                               
1.2.   ACCOUNTING SERVICES. Bygdnes shall assist Ibex with the
following accounting
services: maintenance of Ibex's general ledger; maintenance of Ibex's accounts
payable and accounts receivable records; and maintenance of Ibex's fixed asset
records. The services described in this Section 1.2 shall also be provided by
Bygdnes at the request of Ibex in connection with Ibex's preparation of any
required filings with the Securities and Exchange Commission pursuant to United
States securities laws. The services described in this Section 1.2 shall be
provided by Bygdnes until terminated pursuant to the provisions of Section 6.3
hereof.

     

            1.3.             CORPORATE
RECORD-KEEPING SERVICES. Bygdnes shall assist in maintaining
all accounting records relating to Ibex, until such time as such records shall
be disposed of in accordance with applicable legal requirements and Bygdnes's
normal record disposition policies.

     

            1.4.           DIRECTOR
SERVICES. Ibex shall remit to Bygdnes all director and other fees
which become payable pursuant to this Agreement.

     

    ARTICLE
II

    


    SECTION
2.   ADDITIONAL
SERVICES.

    


            
2.1            Beginning
on such date or dates subsequent to the Effective Date as are mutually
agreed to in writing by the parties, Bygdnes will provide or otherwise make
available to Ibex such services in addition to those described in Section I
hereof as are reasonably requested by Ibex, subject in each case to the parties'
agreement to financial consideration and other terms. In the event that
Ibex desires to avail itself of any of such additional services, the parties
shall negotiate in good faith to reach agreement on the scope and term of such
services. When and if an agreement is reached, the parties shall prepare an
appropriate schedule or addendum to this Agreement, in which the nature, scope
and quality of such services is described in detail. Each such addendum shall
be

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    executed
on behalf of each party hereto, shall be effective as of its date and shall,
upon such effective date, be incorporated into and made an integral part of this
Agreement.

     

    ARTICLE
III

    


    SECTION
3. REIMBURSEMENT
OF EXPENSES.

    


    
      	
               
      

            	
              3.1
      In connection with the Management Services pursuant to Section I hereof
      and Additional Services pursuant to Section 2 hereof, Ibex shall reimburse
      Bygdnes for any and all expenses or costs ("Charges") incurred or paid by
      Bygdnes on behalf of Ibex in the performance of any of its
      responsibilities under this Agreement (including an appropriate allocation
      of overhead and general and administrative
  costs).

            


    

     

    
      	
               
      

            	
              3.2
      Unless Bygdnes and Ibex shall agree to a different arrangement contrary to
      this Section 3(b), Ibex shall pay to Bygdnes a fee for Management Services
      and Additional Services in an amount equal to One Thousand Dollars
      ($1,000) per month.

            


    

     

             3.3
The Charges and Fees shall be billed and payment shall be made to Bygdnes in
U.S. Dollars.

     

    
      	
               
      

            	
              3.4
      Ibex shall also pay any applicable sales or use taxes payable with respect
      to the Charges and the Fees.

            


    

     

    
      	
               
      

            	
              3.5
      Bygdnes shall, as and when necessary, prepare all applications, reports,
      statements and other documents showing the Charges, Fees and the related
      costs and expenses incurred or paid by Bygdnes on behalf of Ibex in the
      performance of any of its responsibilities under this
      Agreement.

            


    

     

    
      	
               
      

            	
              3.6
      To the extent that Ibex is billed by an outside provider directly, Ibex
      shall pay such bill directly. If Bygdnes is billed by outside providers
      for services performed for Ibex pursuant to this Agreement, Bygdnes may
      pay the bill and charge Ibex the amount of the bill or forward the bill to
      Ibex for payment by Ibex. A Fee will be payable on all amounts paid in
      connection with services related to Bygdnes's responsibilities hereunder,
      regardless of whether Bygdnes or Ibex paid such amounts;
      provided.

            


    

     

    ARTICLE
IV

     

    SECTION
4. PAYMENT
OF FEES.

    


    
      	
               
      

            	
              4.1
      Amounts payable by Ibex for services provided by Bygdnes under this
      Agreement shall be payable from and after the first day of the month
      following the month in which the Effective Date occurs. Thereafter, such
      amounts shall be paid monthly after the first day of the month following
      the month in which the services were
provided.

            


    

     

    
      
         

      

      
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      ARTICLE
V

    

     

    SECTION
5.  DISCLAIMER,
LIMITED LIABILITY.

    


    
      	
               
      

            	
              5.1
      Bygdnes will use reasonable efforts to make the Management Services
      available (and, if it agrees to provide the Additional Services,
      Additional Services) with substantially the same degree of care as it
      employs in making the same services available for its own operations;
      provided, however, that Bygdnes shall not be liable to Ibex or any other
      person for any loss, damage or expense which may result therefrom or from
      any change in the manner in which Bygdnes renders such services, so long
      as Bygdnes deems such change necessary or desirable in the conduct of its
      own operations. Neither Bygdnes or its agents who provide services to Ibex
      shall not be liable to Ibex or to any third party, including any
      governmental agency or Ibex's stockholders, for any claims, damages or
      expenses relating to the Management Services (and, if it agrees to provide
      the Additional Services, Additional Services) provided pursuant to this
      Agreement, except for willful malfeasance, bad faith or gross negligence
      in the performance of their duties or reckless disregard of their
      obligations and duties under the terms of this Agreement. Ibex shall have
      the ultimate responsibility for all services provided
    herein.

            


    

     

    ARTICLE
VI

    


    SECTION
6.  TERM AND
TERMINATION.

    


    
      	
               
      

            	
              6.1
      TERM. Except as provided in Section 6.2 hereof, the initial term of this
      Agreement shall commence on the Effective Date and continue on a month to
      month basis. This Agreement shall automatically renew at the end of the
      initial month for successive one-month terms until terminated in
      accordance with Section 6.3 hereof.

            


    

     

    
      	
               
      

            	
              6.2
      TERMINATION UPON CERTAIN EVENTS. Upon the effective date of a Prospectus
      offering of Ibex's common stock pursuant to the Securities Act of 1933, as
      amended, the Management Services provided under Sections 1.10 and 1.11
      shall no longer be provided by Bygdnes, and this Agreement will terminate
      with respect to the provision of such services. Notwithstanding the
      foregoing, such termination shall not cancel Ibex's obligation to remit
      payment to Bygdnes, pursuant to Sections 3 and 4 hereof, for the provision
      of such services in the monthly period prior to the closing of the initial
      public offering.

            


    

     

    
      	
               
      

            	
              6.3
      TERMINATION GENERALLY. This Agreement or any Management Service specified
      in Section I hereof may be terminated by either party to this Agreement at
      anytime on 30 days' prior notice to the other party, or other. Of Notice
      agreed to by the parties.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              6.4
      TERMINATION OF SPECIFIC SERVICES. Specific services provided hereunder may
      be terminated, or shall expire, as described in Section I hereof or in any
      schedule or addendum hereto. If and to the extent that Bygdnes incurs
      expenses in connection with and resulting from termination of any specific
      services provided hereunder, Ibex shall reimburse Bygdnes for such costs
      or expenses promptly upon receipt of an itemized account
      thereof.

            


    

     

    
      	
               
      

            	
              6.5
      POST - TERMINATION SERVICES. In the event of termination of this
      Agreement, or a service provided hereunder, pursuant to Section 6.3
      hereof, Bygdnes shall be required at Ibex's option to continue to provide
      the terminated services of the type then being provided to Ibex during the
      one-month period referred to in Section 6.3 hereof and, whether or not
      Ibex requests continuation of such services, Ibex shall continue to pay
      Bygdnes the costs of such services for such one-month period. Subsequent
      to such one-month period, or in the event of termination of this Agreement
      pursuant to Section 6.3, corporate administrative services of the kind
      provided under the Agreement may continue to be provided to Ibex on an
      as­ requested basis by Ibex, in which event Ibex shall be charged by
      Bygdnes a fee pursuant to Section 3 and Section 4 of this
      Agreement.

            


    

     

    ARTICLE
VII


            SECTION
7  OTHER
ACTIVITIES OF BYGDNES.

    


    
      	
               
      

            	
              7.1
      Ibex hereby recognizes that Bygdnes now renders and may continue to render
      management and other services to other clients that may or may not have
      policies and conduct activities similar to those of Ibex. Bygdnes shall be
      free to render such advice and other services, and Ibex hereby consents
      thereto. Bygdnes shall devote so much of its time and attention to the
      performance of its duties under this Agreement as it deems reasonable or
      necessary to perform the services required hereunder in a manner
      consistent with that in which such services have been performed by Bygdnes
      in the past.

            


    

     

    ARTICLE
VIII

     

    8.1              NOTICES.
All notices and other communications hereunder shall be in writing
and shall be delivered by hand or mailed by registered or certified mail (return
receipt requested) or transmitted by facsimile to the parties at the addresses
of each party written above (or at such other addresses for a party as shall be
specified by like notice) and shall be deemed delivered upon personal delivery,
upon actual receipt or on the third business day after deposit in the
mail.

     

    8.2.            FORCE
MAJEURE. Neither party shall be in default of this Agreement or liable to
the other party for any delay or default in performance where occasioned by any
cause of any kind or extent beyond its control, including but not limited to,
armed conflict or economic dislocation resulting therefrom; embargoes; shortages
of labor, raw

     

    
      
         

      

      
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    materials,
production facilities or transportation; labor difficulties; civil disorders of
any kind; action of any civil or military authorities (including priorities and
allocations); fires; floods; and accidents. The dates on which the obligations
of a party are to be fulfilled shall be extended for a period equal to the time
lost by reason of any delay arising directly or indirectly from:

     

    (a)          Any
of the foregoing causes, or

     

    (b)           Inability
of that party, as a result of causes beyond its reasonable control, to
obtain
instruction or information from the other party in time to perform its
obligations by such dates.

     

    8.3.          ENTIRE
AGREEMENT. This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof and all prior
agreements or understandings shall be deemed merged herein. No representations,
warranties and certifications, express or implied, shall exist as between the
parties except as stated herein.

     

    8.4.           AMENDMENTS.
No amendments, waivers or modifications hereof shall be made or
deemed to have been made unless in writing executed by the party to be bound
thereby.

     

    8.5.            SEVERABILITY.
If any provision in this Agreement or the application of such
provision to any person or circumstance shall be invalid, illegal or
unenforceable, the remainder of this Agreement or the application of such
provision to persons or circumstances other than those to which it is held
invalid, illegal or unenforceable shall not be affected thereby.

     

    8.6.             COUNTERPARTS.
This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute this Agreement.

     

    8.7.           SUCCESSORS
AND ASSIGNS. This Agreement shall not be assignable, in whole or
in part, directly or indirectly, by any party hereto without the prior written
consent of the other party hereto, and any attempt to assign any rights or
obligations arising under this Agreement without such consent shall be void.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

     

    8.8.          GOVERNING
LAW. This Agreement shall be governed by and construed in accordance
with the laws of the Province of Alberta.

     

    8.9.            NO
THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit
of the parties hereto and should not be deemed to confer upon third parties any
remedy, claim, liability, reimbursement, claim of action or other right in
excess of those existing without reference to this Agreement.

     

    
      
         

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Corporate Management
Services Agreement to be executed, effective as of the date first written
above.

     

    


    Ibex
Resources Corp.

    


    


    Per:
/s/Harry Bygdnes

    Harry Bygdnes, Pres. &
CFO

    


     

    Per:
/s/Harry Bygdnes

    Harry
Bygdnes