February 1, 2002



PATCH ENERGY INC.

Suite 600

595 Hornby Street

Vancouver, B.C.   V6C 1A4

 

 

February 11, 2002

 



George Tsafalas



Dear Mr. Tsafalas:



Re:Management Services

The following are the terms and conditions upon which Patch Energy Inc. (the "Company") is prepared to contract with you to provide certain management services to the Company.  By signing this letter agreement you accept the following terms and conditions:

1.Work Duties

1.1You will carry out such duties and responsibilities as the board of directors may from time to time determine.

2.Term of Employment

2.1The contract shall be for a three year period, starting February 11, 2002 and ending February 11, 2005 provided that this Agreement shall be automatically renewed for successive terms on a year to year basis unless notice of non-renewal is effected by either party with written notice of non-renewal at least 90 days prior to the expiry of the then applicable term of this Agreement, in which case this Agreement will expire on the last day of such term.

3.Consideration

3.1Subject to the other terms and conditions of this Agreement, the Company agrees to pay consideration of US$25,000 per annum for the services provided hereunder, subject to such annual increases as the board of directors shall determine.

3.2You shall also be eligible for incentive compensation in the form of stock options in the Company, in accordance with the policy formulated by the Company from time to time.  Eligibility for stock options shall be determined by the Company's compensation committee.

4.Expenses

4.1In accordance with policies formulated by the Company from time to time, you will be reimbursed for all reasonable travelling and other expenses actually and properly incurred by you in connection with the performance of your duties and functions.  For all such expenses, you will be required to keep proper accounts and to furnish statements and vouchers to the Company within 30 days after the date the expenses are incurred.

5.Service to the Company

5.1During the term of this Agreement, you shall devote such amount of time as shall be reasonably necessary to performing the services hereunder provided that it is acknowledged that it is not intended that you devote the whole of your working time to providing the services hereunder.

6.Confidentiality

6.1All business and trade secrets and confidential information and knowledge which may be acquired during the terms of this Agreement related to the business and affairs of the Company (collectively the "Confidential Information"), will for all purposes and at all times, both during the term of this Agreement and at all times thereafter, be held by you in trust for the exclusive benefit of the Company.  Neither during the term of this Agreement nor at any time thereafter shall such Confidential Information be disclosed to any corporation or person other than the Company, nor will it be used for any purposes other than those expressly authorized by the Company.  This paragraph does not apply to any information which would be found in the public domain.

7.Termination

7.1The following termination and resignation provisions apply to this Agreement:

(a)it may be terminated by you on 30 days' prior written notice to the Company; and

(b)on receipt of such notice, the Company may elect to pay a pro rata portion of the annual compensation provided for hereunder for such 30 days, in which case the Agreement will terminate immediately upon receipt of such payment.

8.Independent Contractor

8.1In performing the services hereunder, it is acknowledged that you are acting as an independent contractor and not as an employee of the Company.

9.Law of the Contract

9.1Any dispute relating to the terms of this Agreement will be resolved pursuant to the laws of the Province of British Columbia.

If you are prepared to accept employment with the Company on the foregoing terms, kindly confirm your acceptance and agreement by signing the enclosed duplicate copy of this letter where indicated and return one copy to us.

We ask you to fully consider all of the above terms and to obtain any advice you feel is necessary, including legal advice, before you execute this Agreement.

Yours very truly,

PATCH ENERGY INC.

/s/ David Stadnyk

Per:_________________________________

Authorized Signatory

 

Accepted and agreed to this 11th day of February, 2002.  I have read and understand the terms and conditions set out in this Letter Agreement.  I have been given full opportunity to consult legal advisors of my choosing.

/s/ George Tsafalas

____________________________________

GEORGE TSAFALAS