exv10w8



 





Exhibit
10.8


MANAGEMENT SERVICES AGREEMENT





THIS AGREEMENT made as of February 1, 2004



BETWEEN:





LOPEZ & ASHTON Ltda., a partnership having an office at Enrique Foster Sur
20, Piso 19, Los Condes, Santiago, Chile




(“Manageco”)



AND:





COMPAÑÍA MINERA RUTILE RESOURCES LIMITADA, a Chilean company having a
registered and records office at Enrique Foster Sur 20, Piso 19, Los Condes,
Santiago, Chile, and a wholly owned subsidiary of White Mountain Titanium
Corporation




(“WMTC”)



WHEREAS:



A. WMTC owns the WMTC rutile mineral property (the “Cerro Blanco Project”) in Region III of Chile
and carries on a mining business; and



B. WMTC requires consulting and management services in respect of its business.




     NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and other good
and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the
parties hereto covenant and agree as follows:


1.0 DEFINITIONS

1.1 In this Agreement the following terms have the meanings set forth after each unless otherwise
defined in the recitals to this Agreement:





	 	(a)	 	“Shareholders” means the shareholders of WMTC;
	 
	 	(b)	 	“Management Services” has the meaning collectively assigned by Section 3.1;
	 
	 	(c)	 	“Term” has the meaning assigned by Section 2.1.




2.0 TERM AND RENEWAL

2.1 WMTC hereby engages Manageco for a term (the “Term”) commencing on [February 1], 2004 and
ending on [December 31, 2005], subject to such extension as the parties may agree or earlier
termination as provided in Section 10.














 







3.0 OBLIGATIONS OF MANAGECO

3.1 The management services (the “Management Services”) to be provided by Manageco under this
Agreement will include, but not be limited to:





	(a)	 	maintaining a corporate head office for WMTC in Chile;
	 
	(b)	 	providing administrative services to WMTC, including the provision of accounting and
bookkeeping services and records, monthly financial reporting, liaison with company auditors,
payment of invoices, and other related matters;
	 
	(c)	 	providing receptionist, “junior” and other support services generally relating to providing
assistance to WMTC management in the performance of its duties (this does not include a
secretary for WMTC);
	 
	(d)	 	providing comprehensive legal representation for the company in Chile, including:






	 	-	 	preparing all filing necessary corporate filings with appropriate government
offices;
	 
	 	-	 	Legal representation of the company before Chilean government offices,
including the following: Foreign Investment Committee, Chilean Central Bank, Chilean
IRS, National Environmental Commission, Municipalities;
	 
	 	-	 	Dealings with ENAMI (the Chilean National Mining Company);
	 
	 	-	 	Land acquisition negotiations, due diligence and legal work;
	 
	 	-	 	Water right acquisition negotiations, due diligence and legal work;
	 
	 	-	 	Registrations of Contracts with respective entity (registrars of commerce,
mines, property registries, etc);
	 
	 	-	 	Due diligence and title search;
	 
	 	-	 	Environmental Impact Study support;
	 
	 	-	 	Labor and service agreements according to Chilean law;
	 
	 	-	 	Ensure compliance with Chilean IRS and legal regulations;
	 
	 	-	 	Mining easement agreements, negotiations with surface owners, execution of
legal documents;
	 
	 	-	 	Negotiations with electrical company for power;
	 
	 	-	 	Legal staff support;
	 
	 	-	 	Translations to English of Spanish for minor documents






	(e)	 	coordinating the relationship between WMTC and Scotiabank and other local financial
institutions providing financial services to WMTC;
	 
	(f)	 	providing advice to the Shareholders and management of WMTC and, if requested, attend
executive meetings of WMTC;
	 
	(g)	 	negotiating and approving long-term contracts and leases;
	 
	(h)	 	considering and advising on capital enhancing mergers, acquisitions and dispositions.




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4.0 PURPOSES OF ENGAGEMENT

4.1 Manageco and WMTC acknowledge that the purposes of the engagement of Manageco are to assist
WMTC in rationalizing its business activities, to identify and advise as to the development of new
business activities for WMTC and to perform the administrative, legal and support functions
typically associated with operating a feasibility stage project in Chile.



5.0 IMPLEMENTATION OF PLANS

5.1 Manageco will coordinate with WMTC management to make all necessary arrangements to provide
such required administrative services as may be required by WMTC.



6.0 STANDARD

6.1 Manageco will cause its duties hereunder to be performed in an efficient and businesslike
fashion save and except insofar as Manageco may be prevented from so doing by force majeure, labour
disturbances, strikes, lockout, legal requirements, casualties, accidents, fire, or any cause
beyond the reasonable control of Manageco.



7.0 EXCLUSIVE SERVICES

7.1 WMTC acknowledges and agrees that during the Term of this Agreement or any renewals thereof
Manageco may not carry on or be engaged in or concerned with or advise in the operating of any
other business or enterprise, which may place Manageco in a position which conflicts with its
obligations under this Agreement.



8.0 WMTC DIRECTION

8.1 It is agreed and understood that Manageco at all times will be entitled to rely on and to act
upon the instructions or directions received from WMTC and without limiting the generality of the
foregoing, the receipt by Manageco of instructions or directions from WMTC will constitute full and
sufficient authority for Manageco to act in accordance therewith.



9.0 FEES

9.1 WMTC will pay a monthly management fee to Lopez & Ashton, concerning the provision of
Management Services by Manageco to WMTC during the previous one month period of time, in an amount
equal to sum of the following:



(i) US$11,000 or CH$6,600,000, whichever is greater, as of the last day of each month during the
Term concerning the provision of Management Services, other than those set out in (ii);

(ii) US$1,000 or for office space to include an executive suite, and use of all common areas, and
office infrastructure, such as high speed internet, voice mail, conference room, kitchenette,
commonary expenses for electricity, water, a/c and cleaning, etc.



The payments in (i) above shall be inclusive of any taxes that might otherwise be payable.



9.2 Manageco shall be entitled to have paid to third parties, costs incurred on behalf of WMTC in
connection with the performance of, and to be reimbursed an amount equal to Manageco’s direct or
out-of-pocket costs of supplying the Management Services and otherwise complying with its
obligations under this Agreement.




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10.0 EVENTS OF TERMINATION

10.1 This Agreement will be subject to termination, without further liability, upon the occurrence
of any one of the following events:





	 	(a)	 	if Manageco defaults in the performance or observance of any of the covenants,
duties, or obligations of Manageco contained in this Agreement and such default
continues for a period of 30 days after WMTC gives written notice thereof to Manageco,
then WMTC will be entitled to terminate this Agreement and all rights of Manageco which
may accrue to Manageco pursuant to this Agreement after the date of the giving of such
notice will be absolutely forfeited; provided, however, that if the default referred to
in the notice in the reasonable opinion of WMTC requires more time to remedy or cure
than such 30 day period, then WMTC will not terminate this Agreement pursuant to this
Section 10.1 if Manageco commences remedying or curing the default within such 30 day
period and thereafter diligently and continuously proceeds to completely remedy or cure
the default;
	 
	 	(b)	 	if WMTC defaults in its obligations hereunder to pay any fees or costs herein
mentioned or to reimburse Manageco pursuant to Section 9 of this Agreement, Manageco
will be entitled to terminate this Agreement if such default continues for 60 days
after Manageco gives written notice of such default to WMTC;
	 
	 	(c)	 	if any bankruptcy petition is filed against Manageco and a final adjudication
of bankruptcy entered thereon, or if Manageco makes an assignment for the benefit of
its creditors, then WMTC will have the option (exercisable by giving notice in writing
to Manageco or to its assignee, trustee in bankruptcy, or other legal representative
within 90 days after the act or event giving rise to such option) to terminate this
Agreement; and
	 
	 	(d)	 	written agreement of the parties to terminate this Agreement.
	 
	 	(e)	 	in the event that the sale of the shares of WMTC or White Mountain Titanium
Corporation, or sale of substantially all of the assets of WMTC.




11.0 GENERAL

11.1 Notices




     Any notice, demand or other document to be given, or any delivery to be made hereunder, will
be deemed to be well and sufficiently given or made if delivered personally, or sent by facsimile,
or if mailed at any government post office by prepaid registered mail:




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	 	(a)	 	in the case of Manageco, to:




Lopez & Ashton

Enrique Foster Sur 20, Piso 20,

Los Condes, Santiago, Chile


Attention: [Stephanie Ashton]

Facsimile: (56-2) 321-9070

Email: sda@lopezashton.cl




	 	(b)	 	in the case of WMTC to:




Compañía Minera Rutile Resources Limitada

Enrique Foster Sur 20, Piso 19,

Los Condes, Santiago, Chile


Attention: Michael Kurtanjek

Facsimile: (56-2) 321-9070

Email: mpk@wmtcorp.com


or to such other address any party may from time to time advise the other party in writing, and any
such notice will be deemed to have been received on the third business day after the mailing
thereof, or if delivered, when delivered, or if sent by facsimile, on the day such facsimile is
received. If such notice is mailed and there occurs prior to the deemed receipt of such notice a
mail strike, slowdown or other labour dispute which might affect the delivery of such notice, then
such notice will be effective only when actually delivered.



11.2 Enurement




     This Agreement will enure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.



11.3 Headings




     The headings of all Sections in this Agreement are inserted for convenience of reference only
and will not affect the construction or interpretation of this Agreement.



11.4 Applicable Law




     This Agreement will be construed and interpreted in accordance with the laws of Chile and the
parties agree to submit any dispute arising out of this Agreement exclusively to the courts of
Chile.



11.5 Further Assurances




     Each party will execute and deliver such further agreements and other documents and do such
further acts and things as the other party reasonably requests to evidence, carry out or give full
force and effect to the intent of this Agreement.




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11.6 No Assignment




     Manageco may not assign this Agreement without WMTC’s written consent, but may engage persons
from time to time to assist it in carrying on its obligations hereunder.




     IN WITNESS WHEREOF the parties hereto have executed this Agreement.



Lopez & Ashton Ltda.




	 	 	 
	By:

	 	/s/ Stephanie Ashton
	 

	 	Authorized Signatory






Compañía Minera Rutile Resources Chile Limitada

White Mountain Titanium Corporation




	 	 	 
	By:

	 	/s/ Michael Kurtanjek

	 

	 	Authorized Signatory






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AMMENDMENT JANUARY 2005:



Amendment to Section 9.1 change in allowance for office rental and allotment for secretary:



(ii) CH$1,200,000 for two office spaces to include an executive suite, a junior suite and use of
all common areas, and office infrastructure, such as high speed internet, voice mail, conference
room, kitchenette, commonary expenses for electricity, water, a/c and cleaning, etc.



(iii) CH$638,000 allowance for bi-lingual secretarial support.




Lopez & Ashton Ltda.




	 	 	 
	By:

	 	/s/ Staphanie Ashton
	 

	 	Authorized Signatory






Compañía Minera Rutile Resources Chile Limitada

White Mountain Titanium Corporation




	 	 	 
	By:

	 	/s/ Michael Kurtanjek

	 

	 	Authorized Signatory