Exhibit 10.3



 


EXECUTIVE EMPLOYMENT AGREEMENT


            This Executive Employment
Agreement is made effective December 17, 2003 (the "Effective Date").


BETWEEN:


NORD PACIFIC LIMITED, a New Brunswick Corporation


(the "Corporation")


- and -


HICOR
CORPORATION, a Delaware Corporation ("Hicor")


-
and -


MARK R. WELCH,
an individual residing in the City of 

Albuquerque, in the State of New Mexico,
United States of America

 (the "Executive")


(collectively
referred to as the "Parties")




WHEREAS the
Executive is currently the Chief Executive Officer and President of the
Corporation; 


AND WHEREAS the
Parties entered into a severance agreement dated and effective
November 20, 2001 (the "Severance Agreement") whereby
under certain circumstances as provided for in the Severance Agreement, the
Executive is entitled to certain benefits as set out therein;


AND WHEREAS the
Executive entered into a retirement benefits agreement with Hicor, which is a
wholly-owned subsidiary of the Corporation dated the 31st day of March 2003
(the "Retirement Benefits Agreement"), which replaced a
May 15, 1997 retirement plan for the Executive;


AND WHEREAS the
Parties have agreed that the Executive will continue as Chief Executive Officer
and President of the Corporation until December 31, 2004, as set out
herein, but both the Severance Agreement and the Retirement Benefits Agreement
shall be terminated and any claim to which the Executive is entitled against
either the Corporation or Hicor shall be surrendered and released;


AND WHEREAS the
Executive is surrendering and releasing his rights under the said agreements in
consideration of the covenants set out herein and as an inducement to Allied
Gold Limited ("Allied") to agree with the Corporation:


 





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(i) to enter into an arrangement
agreement under which Allied would exchange shares of Allied for all of the
shares of the Corporation and the Executive would be entitled to benefit
therefrom as a shareholder and holder of options and (ii) to enter into a
credit facility agreement contemplating whereunder Allied would obtain notes of
the Corporation convertible into shares of the Corporation in exchange for
certain advances to be made to the Corporation to pay certain costs and
expenses of the Corporation including the compensation of the Executive
hereunder;


NOW THEREFORE in
consideration of the provisions of this Agreement, the Parties agree as
follows:


Continued Employment


1.    Upon the terms set out in this Agreement, from
the Effective Date until December 31, 2004, (the "Term") unless
sooner terminated as set out below, the Corporation agrees to continue to
employ the Executive as Chief Executive Officer and President of the
Corporation.  The Executive will undertake those duties, responsibilities and
reporting requirements as have, in the past, applied to that position, and as
they may be amended from time to time by the Board of Directors of the
Corporation (the "Services").  


2.    The Executive accepts such continued employment
and agrees diligently, honestly, efficiently, and in the Corporation's best
interest to provide the Services during the Term as and when the Corporation
reasonably requests.  The Executive shall devote his full working time and
attention to the performance of the Executive's duties with the Corporation. 
The Executive shall not, without obtaining the prior written consent of the
Corporation, assume any other employment, or engage in any other business or
occupation, or become a director, officer, employee, agent or consultant for
any other business corporation while in the service of the Corporation.


3.    The Executive acknowledges that he is a
fiduciary of the Corporation and shall act at all times in the Corporation's
best interests and in compliance with all applicable Corporation rules and
policies as they may be amended from time to time.


Compensation


4.    The Executive's salary shall be $11,760 (United
States Dollars) per month, subject to applicable statutory deductions and
contributions to employee benefit plans (the "Base Salary"). 
The Base Salary will be payable in accordance with the Corporation's practices
and procedures as they may exist from time to time, but no less frequently than
monthly.


5.   
The Parties agree that notwithstanding anything
else in this agreement, amounts may be paid or remitted by the Corporation on
behalf of, or in respect of the Executive, as directed by the Executive in
writing, in payment of debts owing by the Executive to the Corporation, or as
and when required by applicable law, from amounts payable by the Corporation to
the Executive under this Agreement or otherwise.  Any such amounts deducted,
paid or remitted by the Corporation, or any other amounts owing by the
Executive to the Corporation, may be set off against, and shall reduce, such
amounts payable by the Corporation under this Agreement.


 





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6.    The Corporation shall provide a benefit package
(the "Benefit Package"), including the following benefits: 
Life and disability insurance at a cost of $932.90 per month and 401K Wells
Fargo Match costing $705.60 per month.


7.    The Corporation may regularly review the Benefit
Package as well as its providers, and accordingly reserves the right to make
reasonable modifications to the Benefit Package, and to change its insurance
carriers, where deemed appropriate and without prior notice to the Executive.


8.    The Executive acknowledges that he has, as of
the execution of this Agreement, no accrued but unused vacation entitlement.


9.    The Corporation recognizes that the Executive
will incur expenses in connection with performing employment-related duties,
and agrees to reimburse the Executive for any reasonable out of pocket expenses
incurred in the course of employment.  Reimbursement will be conditional upon
the Executive providing an itemized account and receipts, in accordance with
the Corporation's expense policy, as it may exist from time to time which
includes authorisation by a Director of the Corporation.


10. 
The Parties agree that the consideration from
the Corporation, and the Corporation's obligations to compensate the Executive,
for the Services are exclusively as set out in this Agreement.  The Parties
also agree that, except as set out in this Agreement, the Corporation shall not
be responsible to the Executive to pay or provide any amounts, payments,
compensation, consideration, benefits or other items of any kind for the
Services or for other covenants set out under this Agreement, except as
required by mandatory provisions of applicable law.  


Early Termination


11.  The Corporation may, at any time prior to the
expiry of the Term, terminate the Employee's employment with the Corporation
upon giving one month's written notice of termination in which case the
Separation Package shall be paid.  The Corporation may elect to pay the
Executive one month's salary in lieu of notice.


12. 
The Executive's employment with the Corporation
may be terminated, without any obligation on the Corporation to provide the
Executive with advanced notice of termination, or pay in lieu of such notice,
in the following circumstances:


(a)  
death - in the event of the Executive's death,
the Executive's estate shall not be entitled to receive any further
compensation or benefits pursuant to the terms of this Agreement, other than
those which have accrued up to the date of the Executive's death, as well as
those death benefits which may be payable in accordance with applicable
insurance policies;


(b)   resignation - in the event the Executive
resigns, at any time, for any reason, the Executive shall give the Corporation
a minimum one month's advance written notice to the Corporation of his
resignation.  The Corporation may, at its discretion, elect either to:


 





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(i)   accept the resignation and the period of notice
set out therein, in which case the Executive shall continue performing the
Services until the expiry of the period of notice; or


(ii)  
to accept the resignation and the period of
notice set out therein, but at any time during the period of notice relieve the
Executive from providing any further services during the remaining period of
notice, subject to the obligation to pay a lump sum in respect of base salary,
and reflective of the value of the lost benefits, as a result of the
termination of employment for the balance of the period of notice;


(c)   cause - in the event the Executive's employment
is terminated for cause, the Executive will not be entitled to receive any
further compensation or benefits whatsoever, other than those which have
accrued up to the date of termination of employment;


(d)   separation package - shall consist of a lump sum
payment equivalent to the portion of Base Salary for the period of time
remaining in the Term.  The said separation package (the "Separation
Package") shall be payable without any obligation by the Executive to
mitigate his claim by seeking alternative employment. In addition to the
separation package, the Executive shall be reimbursed for all employment
expenses incurred prior to the date of termination.


Previous Agreements No Longer Effective


13.  The Executive acknowledges that the Separation
Package provided pursuant to this Agreement supersedes and replaces any and all
rights to reasonable notice that the Executive might otherwise be entitled to
at common law, or under any applicable legislation, or pay in lieu of such
notice, or under the Severance Agreement, and the Executive expressly waives
any right to such notice or pay in lieu.  The Executive agrees that the
Separation Package is deemed conclusively to compensate the executive for the
lack of reasonable notice of termination.


14.  The Parties agree that the Severance Agreement
and the Retirement Benefits Agreement shall have no further force and effect,
that from the effective date of this Agreement forward the Executive's
compensation shall be limited to that set out in this Agreement.


15.  In the event that the Executive's employment is
terminated for any reason, the Executive agrees to resign, effective the same
date, from any office or directorship held with the Corporation, or any
affiliate of the Corporation, or any subsidiary of the Corporation, expressly
including but not limited to Hicor.




Corporate Assets, Confidentiality


16.  All items of any kind or nature created or used
by the Executive in the course of employment, or otherwise furnished by the
Corporation, and all equipment, credit cards, computers, cellular phones,
books, records, reports, files, notes, manuals, literature, software or data
relating to Confidential Information (as hereinafter defined) or any other
materials belonging to the Corporation or its customers, suppliers,
distributors, employees, consultants or affiliates or subsidiary companies of
the Corporation, and in the Executive's position or control, shall be surrendered
to the Corporation, in good condition, promptly upon the Executive's
termination of employment, irrespective of the time, manner or cause of
termination.


 





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17.  The Parties acknowledge that it is their
intention that the Executive has, and acquires, no Employee's Rights to the
Technology or Confidential Information, as those terms are defined below.  The
Parties agree that, as between the Parties, the Technology and the Confidential
Information shall solely, legally and beneficially be owned by the Corporation.
 If, notwithstanding such intention, any such Employee's Rights exist arise or
continue, in consideration of this Agreement, the Executive does hereby and
shall from time to time immediately as, and in the form the Corporation
requests (at the Corporation's sole expense) assign, convey and transfer to the
Corporation all such Employee's Rights.


18.  The Executive covenants and agrees with the
Corporation that both during and after the Term the Executive will hold the
Confidential Information absolutely secret, undisclosed, in Trust, and in
confidence, and will not use Confidential Information, or disclose it to any
other Person, against the interest of the Corporation, without the prior
written consent of the Corporation.


19.  The obligations set out in the immediately
preceding section do not apply to:


(a)   disclosure of Confidential Information required
by a mandatory provision of applicable law which the Executive has contested by
all reasonable means and in respect of which contest the Corporation has borne
the cost, if written notice of, and all reasonable particulars of, such
disclosure by the Executive is provided to the Corporation; or


(b)  disclosure of Confidential Information to the
legal or accounting advisors of the Executive, provided that such disclosure is
the minimum required under the circumstances for such advisors to provide the
Executive with professional advice.


20.  Upon request, and in any case at the end of the
Term, the Executive will immediately return to the Corporation all Confidential
Information held by or received from the Corporation or otherwise.


21.  The Executive will neither make nor permit or
cause to be made any copies or reproductions of the Confidential Information,
except with the Corporation's prior written consent.


22.  Except at the Corporation's prior written
request, the Executive is not entitled to, and agrees not to, apply for,
consent to, participate in, in any manner, pursue, or allege any Proprietary
Rights in and to the Technology or Confidential Information.


 





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23.  At the expense of the Corporation, the Executive
shall co-operate in executing all necessary deeds and documents, and shall
co-operate in all other such acts and things as the Corporation may reasonably
require, in order to vest the Technology in the name of the Corporation, and
the Executive hereby waives any and all author's, moral and Proprietary Rights
that the Executive may now or in the future have in any Technology developed in
the course of the Executive's employment with the Corporation.


24.  The Executive acknowledges that the unauthorized
use or disclosure of Confidential Information could irreparably damage the
Corporation's interests if made available to a competitor, or if used against
the Corporation for competitive purposes.


25.  
In this clause, unless the text otherwise
requires:


(a) 
"Technology" means any tools,
devices, mechanisms, items, products, processes, techniques, information or
methods which are described in or are Confidential Information, or which are
developed, invented, improved, modified, enhanced or changed as a result of Confidential
Information, and any Proprietary Rights in or to the foregoing, in each case
which are developed, invented, discovered, created or conceived by Executive in
the course of the Executive's employment, or by the Corporation or by the other
employees, agents or affiliates of the Corporation;


(b)  "Proprietary Rights" means
copyrights, patents, trade secrets, trade marks, trade names, industrial
designs and other intellectual property rights of every kind whatsoever;


(c)   "Employee's Rights" means any
right, title and other interest (including Proprietary Rights) on the effective
date of this Agreement, or thereafter held or acquired by the Executive,
whether owned by or licensed to the Executive or held by the Executive by way
of right to use or otherwise in any manner;


(d)  "Confidential Information"
means information which is confidential to, the property of or in any way
related to the business of the Corporation, the Corporation's affiliates,
suppliers or other business associates, or the customers or clients of the
Corporation or such business associates, including:


(i)   the names, addresses, ordering history or
volume, tastes and preferences, of customers, clients, affiliates, employees,
suppliers or other business associates;


(ii)   
information which relates to such persons'
business or activities;


(iii)   information which relates to Proprietary Rights
of such persons;


(iv)  information relating to past, present and
contemplated products, services, methods of production, business processes,
marketing, distribution, installations, facilities, equipment of such persons;


(v)   computer software, programs, object code or
source code;


 





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(vi)  data, correspondence, documentation or other
information of any kind or form whatsoever related to such persons, assets or
business;


(vii)  information which is or relates to the
Technology;


(viii)
prices, discounts, financing programs, credit
terms or other contractual terms available to, offered by or requested by one
or more customers or clients of the Corporation;


(ix)   information which is instructional,
informational or promotional materials or manuals;


(x)    originals, copies or reproductions of, any
Confidential Information;


(xi)   enhancements, modifications, improvements or
changes to any confidential information; and


(xii)  seismic, gravity, magnetic or other geological
or geophysical data;


provided that the Parties agree that the following is not
Confidential Information:


(xiii) information which is available publicly or is
provided without restrictions to the Executive by third parties, if such
information is available or provided without the breach of this Agreement, any
other agreement or any other rights of any party in respect of the Confidential
Information; and


(xiv)
information which does not relate to the
Confidential Information or the Technology and which was known to the Executive
prior to the commencement of his employment with the Corporation or any
predecessor of the Corporation.


26.  The Executive will not, either while employed
with the Corporation, or for a period of one year subsequent to the Executive's
termination of employment for any reason, without the Corporation's express
written consent, either as an individual, or in conjunction with any other
person, firm, corporation, or other entity, whether acting as principal, agent,
employee, consultant, or in any capacity whatever:


(a)   solicit, attempt to solicit, call upon, or
accept the business of any firm, business or corporation who is or was a
customer, client, supplier or distributor of the Corporation or its affiliates
or subsidiaries;


(b)   take advantage of, derive a benefit or otherwise
profit from any business opportunities that the Executive becomes aware of in
the course of employment with the Corporation, unless the Corporation has
decided not to take advantage of or exploit such opportunities and the
Executive has declared (prior to such decision by the Corporation) an interest
in taking advantage of or exploiting such opportunities;


 





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(c)   solicit, or attempt to solicit any employees or
consultants of the Corporation or its affiliates or subsidiary companies for
the purpose of having such employees employed or in any way engaged by another
person, firm, corporation, or other entity to the detriment of the Corporation
or its affiliates or subsidiary companies.


Transition Services


The Executive covenants and agrees that,
after the termination of his employment with the Corporation, he will, upon
reasonable notice, make himself available for such times as may reasonably be
required by the Corporation for additional services, in his capacity as an
independent consultant (not as an employee) to provide transition services to
the Corporation (the "Additional Services") at the daily rate
of $550 (U.S. Dollars) gross.  In respect of such Additional Services, there
shall be no collateral benefits provide to the Executive.


Severability, Entire Agreement


27.   In the event that any covenant, provision or
restriction contained in this Agreement is found to be void or unenforceable
(in whole or in part) by a court of competent jurisdiction, it shall not affect
or impair the validity of any other covenant, provision or restriction
contained herein, nor shall it affect the validity or enforceability of such
provisions in any other jurisdiction or in regard to other circumstances.  Any
covenants, provisions or restrictions found to be void or unenforceable are
declared to be separate and distinct, and the remaining covenants, provisions
and restrictions shall remain in full force and effect.


28.  This Agreement constitutes the entire agreement
between the Parties and supersedes and replaces any and all other
representations, understandings, negotiations and previous agreements, written
or oral, express or implied.  The Parties do not rely upon or regard as
material any representations or other agreements not specifically incorporated
into and made part of this Agreement.


29.  Any modifications or amendments to this
Agreement must be in writing and signed by both Parties or else they shall have
no force and effect.  The Parties specifically acknowledge that continued
employment of the Executive shall be sufficient and ample consideration supporting
any future modifications or amendments to this Agreement.


30.   No waiver by either party or any breach by the
other party of any of its covenants, obligations or agreements under this
Agreement shall be a waiver of any subsequent breach of covenant, obligation or
agreement, nor shall any forbearance or seek a remedy for any breach be a
waiver of any rights and remedies with respect to such or subsequent breach.


Enurement


31.  This Agreement shall enure to the benefit of and
be binding upon the Parties and their respective successors and assigns,
including without limitation, the Executive's heirs, executors, administrators
and personal representatives, provided that as this is a personal services
Agreement, the Executive may not assign this Agreement to any other party.


 





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Governing Law


32.  This Agreement shall be construed in accordance
with the laws of the State of New Mexico.


Notices


33.  Any notice required or permitted to be given to
one party by the other party shall be deemed to have been received if delivered
personally to the other party, sent by facsimile to:


	     Executive:	

Mark
R. Welch

13601
Crested Butte Dr., NE

Albuquerque,
NM 87112


    
	 	 
	 	 
	     Corporation and
Hicor:	



Nord Pacific Limited


    
	 	

Suite 116, 2727 San Pedro Dr.
N.E.


    
	 	

Albuquerque, New Mexico  87110


    
	 	

United States


    
	 	 
	 	

Attention:          Board of Directors


    
	 	

Facsimile:         +1-505-830-9332


    



Counterparts


34.  This Agreement may be executed in counterparts,
each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.  Each party that signs a counterpart
shall provide an original of that counterpart to the other parties hereto.


 


 





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            IN
WITNESS WHEREOF the Parties have executed this
Agreement effective the date first above written.


NORD PACIFIC LIMITED


By:       ___________________________________


            Name:

            Title:


HICOR CORPORATION


By:       ___________________________________


            Name:

            Title:


 


 




                                                                                    ___________________________________

Witness                                                                        Mark
R. Welch