exhibit10_13.htm


    


    MINE
CLEARING CORP.

     

    MANAGEMENT
AGREEMENT

     

    THIS
 MANAGEMENT AGREEMENT dated for reference Nov18, 2008 is between Mine Clearing Corp., a Nevada
corporation (“MCC”) with
an office at Suite 417 – 1121 6th Avenue,
Calgary, Alberta, T2P 5J4, Canada, and Al Carruthers of 153 Hull Crescent,
Medicine Hat, Alberta, T1C 1C9, Canada.

     

    WHEREAS
Al Carruthers has recognized experience and contacts of benefit to MCC, AND WHEREAS Al Carruthers
agreed to be engaged to provide services as Vice President - Industry
Development to MCC, FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are
acknowledged, and the following mutual promises, the parties agree
that:

     

    
      	
              1.  

            	
              Services.  Al
      Carruthers brings his demining industry contacts and experience
      expertise to MCC in connection with its desired business and Al Carruthers
      agrees to provide such services for the term of this
      agreement.

            


    

    


    
      	
              2.  

            	
              Compensation.  MCC
      will pay Mr. Carruthers US$2,500 dollars per month for the term of this
      agreement. A salary review will be conducted following a 3 month
      probationary period. Additional salary reviews will be conducted
      bi-annually or on an as needed basis.  Should MCC adopt a stock
      option plan Mr. Carruthers will be ensured enrolment in such plan
      commensurate with his position and service to
  MCC.

            


    

    


     

    
      	
              3.  

            	
              Expenses.  MCC will
      reimburse Al Carruthers for any reasonable out-of-pocket expenses that he
      incurs in fulfilling the terms of this agreement, including reimbursement
      for office expenses (cell phone, internet
  charges).

            


    

    


     

    
      	
              4.  

            	
              Term.  The term of
      this agreement will be 24 months and this agreement will be deemed
      effective on November 18, 2008 and will expire on November 17,
      2010.

            


    

    


     

    
      	
              5.  

            	
              Severance.  Should
      MCC sever Al Carruthers from his executive positions without cause, Al
      Carruthers will be entitled to 2 months’ severance and any expenses owed
      at the time of severance.

            


    

    


     

    
      	
              6.  

            	
              Confidentiality.  

            


    

    


     

    
      	
              a.  

            	
              Al
      Carruthers will hold in the strictest confidence any information about MCC
      or any other affiliated entity that he acquires in the performance of his
      duties under this agreement or otherwise, unless MCC or an affiliate has
      publicly disclosed the information or authorized Al Carruthers to disclose
      it in writing, and will use his best efforts and precautions to prevent
      the unauthorized disclosure of confidential information.  This
      confidentiality provision survives the termination of this agreement and
      Al Carruthers’s position as Vice President – Industry
      Development.  Al Carruthers acknowledges the importance and
      value of confidential information, that the unauthorized disclosure of any
      confidential information could cause irreparable harm to MCC or its
      affiliates, and that monetary damages are an inadequate compensation for
      Al Carruthers’s breach of this agreement.
    

            


    

    


     

    
      	
              b.  

            	
               Accordingly,
      MCC and its affiliates may, in addition to and not in limitation of any
      other rights, remedies or damages available to it in law or equity, obtain
      a temporary restraining order, a preliminary injunction or a permanent
      injunction in order to prevent Al Carruthers from breaching or threatening
      to breach this agreement.

            


    

    


     

    
      
         

      

      
        Management
Agreement - 1

        
          

        

      

      
         

      

    

    


     

    
    

    


    
      	
              7.  

            	
              Representations and
      warranties.  Al Carruthers represents and warrants that he has
      the management skills and experience required to fulfil the duties of Vice
      President – Industry Development of MCC and to advise MCC on its business
      activities.  

            


    

    


    
      	
              8.  

            	
              Termination.
       Either party may terminate this agreement any time for any reason by
      delivering a written notice of termination to the other party 60 days
      before the termination date.   MCC will only be liable to pay Al
      Carruthers for the 60 days unless terminated without
  cause.

            


    

    


    
      	
              9.  

            	
              No waiver.  No
      failure or delay of MCC in exercising any right under this agreement
      operates as a waiver of the right.  MCC’s rights under this agreement
      are cumulative and do not preclude MCC from relying on or enforcing any
      other legal or equitable right or
remedy.

            


    

    


     

    
      	
              10.  

            	
              Time.  Time is of
      the essence.

            


    

    


     

    
      	
              11.  

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

            


    

    


     

    
      	
              12.  

            	
              Severability.  If
      any part of this agreement that is held to be void or otherwise
      unenforceable by a court or proper legal authority, then that part is
      deemed to be amended or deleted from this agreement, and the remainder of
      this agreement is valid or otherwise
  enforceable.

            


    

    


     

    
      	
              13.  

            	
              Notice.  Any notice
      required by or in connection with this agreement be in writing and must be
      delivered to the parties by hand or transmitted by fax to the address and
      fax number given for the parties in the recitals.  Notice is deemed
      to have been delivered when it is delivered by hand or transmitted by
      fax.

            


    

    


     

    
      	
              14.  

            	
              Counterparts.  This
      agreement may be signed in counterparts and delivered to the parties by
      fax, and the counterparts together are deemed to be one original
      document.

            


    

    


    


    


    .

    


    THE
PARTIES’ SIGNATURES below are evidence of their agreement.

    


    
      	 
      	 
      	 
      
	
              Mine
      Clearing Corp.

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              /s/
      Authorized Signatory

            	 
      	
              /s/
      Al Carruthers

            
	
              Authorized
      Signatory

            	 
      	
              Al
      Carruthers

            
	 
      	 
      	 
      


    

    


    



    
      
         


      

      
        Management
Agreement - 2