Transfer Agent and Registrar Agreement


    

       

      


       

      


      Exhibit
        10.1 Transfer Agent & Registrar Agreement

      


      AGREEMENT

       

      This
        agreement made and entered into the 26th day of February, 2007, by and between
        Action
        Stock Transfer Corporation hereinafter
        referred to as Action
        and
        Laural
        Resources, Inc.
        hereinafter referred to as the Company. 

       

      WHEREFORE:
        

       

      1.
        Action
        shall be
        and is hereby appointed Transfer Agent and Registrar for the securities of
        the
        Company. 

       

      2.
        An
        authorized officer of the Company shall file the following with Action
        before
Action
        commences to act as Transfer Agent: 

       

      A.
        A copy
        of the Articles of Incorporation of the Company and all amendments thereto,
        and
        a copy of the Certificate of Incorporation as issued by the State of
        Incorporation. 

       

      B.
        A copy
        of the by-laws of the Company incorporating all amendments thereto.


       

      C.
        Specimens of all forms of outstanding certificates for securities of the
        Company, in the forms approved by the Board of Directors. 

       

      D.
        A list
        of all outstanding securities together with a statement that future transfers
        may be made without restriction on all securities, except as to securities
        subject to a restriction noted on the face of said securities and in the
        corporate stock records. 

       

      E.
        A list
        of all shareholders deemed to be considered "insiders" or "control persons"
        as
        defined in the Securities Act of 1933 & 1934 and other acts of Congress and
        rules and regulations of the United States Securities and Exchange Commission
        when applicable. 

       

      F.
        The
        names and specimen signatures of all officers who are and have been authorized
        to sign certificates for securities on behalf of the Company and the names
        and
        addresses of any other Transfer Agents or Registrars of securities of the
        Company. 

       

      G.
        A copy
        of the resolution of the Board of Directors of the Company authorizing the
        execution of this Agreement and approving the terms and conditions herein.
        

       

      H.
        His
        certificate as to the authorized and outstanding securities of the Company,
        its
        address to which notices may be sent, the names and specimen signatures of
        the
        Company's officers who are authorized to sign instructions or requests to
        the
        Transfer Agent on behalf of this Company, and the name and address of legal
        counsel to this Company. 

       

      I.
        In the
        event of any future amendment or change in respect of any of the foregoing,
        prompt written notification of such change, together with copies of all relevant
        resolutions, instruments or other documents, specimen signatures, certificates,
        opinions or the like as the Transfer Agent may deem necessary or appropriate.
        

       

       

      
        
           

        

        
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      3.
        Action,
        as
        Transfer Agent, shall make original issues of securities upon the written
        request of the Company and upon being furnished with a copy of a resolution
        of
        the Board of Directors of the Company authorizing such issue certified by
        the
        Corporate Secretary. 

       

      4.
        The
        Company hereby authorizes Action
        to
        purchase from time to time, certificates as may be needed by it to perform
        regular transfer duties; not to exceed 2,000 without prior written approval
        of
        the Company, with such costs being paid in advance by the Company. Such
        certificates shall be signed manually or by facsimile signatures of officers
        of
        the Company authorized by law or the by-laws of the Company to sign certificates
        and if required, shall bear the corporate seal of the Company or a facsimile
        thereof. 

       

      5.
        Transfer of securities shall be made and effected by Action
        and
        shall be registered and new certificates issued upon surrender of the old
        certificates, in form deemed by Action
        properly
        endorsed for transfer, with all necessary endorser's signatures guaranteed
        in
        such manner and form as Action
        requires
        by a guarantor reasonably believed by Action
        to be
        responsible accompanied by such assurances as Action
        shall
        deem necessary or appropriate to evidence the genuineness and effectiveness
        of
        such necessary endorsement, and satisfactory evidence of compliance with
        all
        applicable laws relating to collection of taxes, if any. That all transfer
        of
        securities and issuance and certificates shall be at a fee chargeable by
        Action
        at its
        discretion. Such fee to be paid by such person, persons, firms or corporations
        requesting such transfer. 

       

      6.
        In
        registering transfers, Action
        may rely
        upon the Uniform Commercial Code or any other statute which in the opinion
        of
        Counsel protects Action
        and the
        Company in not requiring complete documentation in registering transfer without
        inquiry into adverse claims, in delaying registration for purposes of such
        inquiry, or in refusing registration wherein its judgment and adverse claims
        require such refusal. The Company agrees to hold Action
        harmless
        from any liability resulting from instructions issued by the Company.


       

      7.
        When
        mail is used for delivery of certificates, Action
        shall
        forward certificates in "non- negotiable" form by first class, registered
        or
        certified mail. 

       

      8.
        Action,
        as
        Transfer Agent, may issue new certificates in place of certificates represented
        to have been lost, destroyed, or stolen, upon receiving indemnity satisfactory
        to Action,
        and may
        issue new certificates in exchange for, and upon surrender of mutilated
        certificates. 

       

      9.
        In
        case of any request of demand for the inspection of the records of the Company
        held by Action,
        Action
        shall
        endeavor to notify the Company and to secure instructions as to permitting
        or
        refusing such inspection. However, Action
        may
        exhibit such records to any person in any case where it is advised by its
        counsel that it may be held liable for failure to do so. 

       

      10.
        In
        case any officer of the Company who shall have signed manually or whose
        facsimile signature shall have been affixed to blank certificates shall die,
        resign, or be removed prior to the issuance of such certificates, Action
        may
        issue and register such certificates as the certificates of the Company
        notwithstanding such death, resignation, or removal; and the Company shall
        file
        promptly with Action
        such
        approval, adoption, or ratification as may be required by law. 

       

      11.
        Action
        shall
        maintain customary records in connection with its agency, all of which shall
        be
        available for inspection by the Company at all reasonable times. 

       

      12.
        Action
        is
        authorized by the Company to use its own judgment in matters affecting its
        duties as Transfer Agent, and in its discretion may apply to and act upon
        instructions of its own counsel or of the counsel of the Company in respect
        to
        any questions arising in connection with such agency, all legal fees to be
        at
        the expense of the Company and Action
        is
        hereby relieved of any responsibility to the Company and is indemnified by
        the
        Company as to any responsibility to third persons, for action taken in
        accordance with advice of such counselor its own judgment, remaining liable
        only
        for its own willful default or misconduct. 

       

       

       

      
        
           

        

        
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      13.
        Action
        shall be
        indemnified by the Company for any acts of Action
        based
        upon: 

       

      
        	 	
                A.
                  Any paper or document reasonably believed by it to be genuine and
                  to have
                  been signed by the proper person or persons; and
                  

              


      

       

      
        	 	
                B.
                  Its recognition of certificates which it reasonably believes to
                  bear the
                  proper manual or facsimile signatures of the officers of the Company
                  and
                  the proper counter-signature of the Transfer Agent.
                  

              


      

       

      14.
        Action
        shall
        not be held to have notice of any change of authority of any officer, employee
        or agent of the Company until receipt of written notification thereof from
        the
        Company. 

       

      15.
        So
        long as Action
        has
        acted in good faith and with due diligence and without negligence, the Company
        shall assume full responsibility and shall indemnify Action
        and save
        it harmless from and against all actions and suits, whether groundless or
        otherwise, and from and against any and all losses, damages, costs, charges,
        counsel fees, payments, expenses and liabilities arising directly or indirectly
        out of agency relationship to the Company. Action
        shall
        not be under any obligation to prosecute or to defend any action or suit
        in
        respect of such agency relationship which, in opinion of its counsel, may
        involve it in expense or liability, unless the Company shall, so often as
        reasonably requested, furnish Action
        with
        satisfactory indemnity against such expense or liability. Action
        shall be
        without liability to the Company, and is hereby indemnified from any liability
        to third persons, from Action's
        refusal
        to perform any act in connection with this agency, wherein reliance upon
        opinion
        of its counsel, Action
        in good
        faith believes that such act may subject it or its officers or employees
        to
        criminal liability or injunctive sanctions under any law of any state or
        of the
        United States, and in particular, under the Securities Act of 1933.


       

      16.
        The
        Company may remove Action
        as
        Transfer Agent at any time by giving a 30 day written notice in the form
        of a
        resolution from the Board of Directors calling for such removal (a copy of
        such
        resolution shall be furnished to Action)
        and
        upon the payment of any and all reasonable charges owing to Action.
        Action
        may resign as Transfer Agent at any time giving written notice of such
        resignation to the Company at its last known address, and thereupon its duties
        as Transfer Agent shall cease. 

       

      17.
        This
        agreement may not be assigned by Action
        without
        express written consent of the Company. 

       

      18.
        Action
        may,
        at
        its sole discretion, pay a finders fee to any person, persons or entity for
        referring the company to Action.
        Any
        finders fee agreement entered into by Action,
        which
        is directly related to this agreement between Action
        and
        the
        company, will be made available to the company for inspection upon written
        request. 

       

      19.
        Action
        may
        increase its transfer rates as it deems necessary, without notification to
        client. 

       

      20.
        The
        Company was chartered under the laws of the State of Nevada by Certificate
        of
        Incorporation filed in the office of the Secretary of State on the 13th day
        of
        February, 2007. 

       

       

      
        
           

        

        
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      21.
        The
        total number of shares of each class of the securities which the Company
        is now
        authorized to issue and the number thereof now issued and outstanding is:
                

             
A.
        Class: Common shares 

       

      B.
        Par
        Value: $0.001 

       

      C.
        Authorized: 300,000,000

       

      D.
        Issued
        and Outstanding: Nil

      


      22.
        The
        duly elected and qualified officers and directors of this Corporation, all
        owners of more than 10% of the Company’s outstanding stock (“principal
        shareholders") and all affiliates, as defined in SEC Rule 144(a)(1), are
        as
        follows: 

       

      


      
        	
                Title

              	
                Name
                  and Address

              	
                Signature

              
	 	 	
                (Required
                  only for officers
                  and directors)

              
	 	 	 
	
                Chief
                  Executive Officer and
                  President

              	
                Mandi
                  Luis

                #15
                  - 1019 North Shore Blvd. E., Burlington,
                  Ontario, Canada, L7T 1X8

              	
                MANDI
                  LUIS

              
	 	 	 
	
                Chief
                  Financial Officer and Secretary Treasurer

              	
                Robert
                  MacKay

                1
                  Largo Lane, Scarborough,
                  Ontario, Canada, M1J 1R2

              	
                ROBERT
                  MacKAY

              


      

       

      23.
        That
        the name, address, and phone number of Counsel to the Company is: 

       

      As
        of the
        date of this agreement the Company has not engaged the services of
        counsel. 

       

      24.
        That
        the address and phone number of the Company to which all communication are
        to be
        sent:

       

      #
        15 -
        1019 North Shore Blvd. E.,

      Burlington,
        Ontario, Canada, L7T 1X8

       

      25.
        That
        the names and addresses of all past and present Transfer Agents (other than
        Action)
        are:


       

      No
        previous transfer agent. 

       

      Agreed
        and entered into the day and year first written above. 

       

      


      
        	
                Company:     Laural
                  Resources, Inc.

              	
                Action
                  Stock Transfer Corporation

              
	 	 
	
                By:     MANDI
                  LUIS

              	
                By: JUSTEENE
                  BLANKENSHIP

              
	
                Mandi
                  Luis - President

              	
                President

              


      

       

      


      


      
        
           

        

        
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