Unassociated Document


    

     

    CONSULTING,
      CONFIDENTIALITY AND 

    NON-DISCLOSURE
      AGREEMENT

    


    


    THIS
      AGREEMENT
      is
      entered into this 2nd
      day of
      June, 2007 by and between Golden
      Eagle International, Inc. (“GEII”), and
      its
      affiliated companies, with
      its
      principal place of business in Salt Lake City, Utah, and Santa Cruz, Bolivia;
      and Livstar
      Management Services Inc.,
      and its
      affiliated companies, with its principal place of business in Road Town,
      Tortola, British Virgin Islands (“Consultant”),
      and
      modifies an agreement between the same parties entered into on the
      18th
      of
      April, 2007.

    


    RECITALS:

    


    WHEREAS,
      GEII has
      the need currently, and has had the need in the recent past, of the professional
      consulting services of Consultant for exposure of GEII’s projects and general
      business to, and critical introductions to, investors, potential joint venture
      partners and others with the potential of purchasing GEII’s assets, or joint
      venturing with GEII, through the cash or equity payable to GEII, for the
      advancement and development of its projects; and, for other general financial,
      business and negotiating advice and assistance; however, Consultant is
      specifically prohibited from acting on GEII’s behalf as an agent, broker,
      dealer, or representative regarding GEII’s securities; and

    


    WHEREAS,
      GEII
      possesses certain properties, contracts, purchase agreements, contacts,
      information, data, processes, trade secrets, intellectual property, gold, copper
      and other mineral deposits, sites, claims, and other related items of a private,
      confidential and proprietary nature (“Disclosed Information”), which were
      unknown to Consultant prior to the disclosures made since March 1, 2007 prior
      to
      the signing of this Agreement, and subsequent thereto; and

    


    WHEREAS,
      all
      parties hereto are desirous of protecting the rights and confidentiality of
      GEII
      in the Disclosed Information mentioned above, and in observing all of the laws
      and regulations relative to fair disclosure of information; and

    


    WHEREAS,
      the
      parties are interested in seeing Consultant receive fair and equitable
      compensation for the services provided by Consultant, or to be provided by
      Consultant, to GEII, and Consultant is desirous of receiving from GEII the
      option to use any compensation received from GEII to purchase GEII’s common
      shares solely for the purpose of becoming a GEII shareholder. 

    


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    NOW
      THEREFORE,
      in
      consideration of mutual promises, the signing of this Agreement and the
      disclosure of the Disclosed Information, the sufficiency of which is hereby
      acknowledged, the parties agree and contract as follows:

    


    
      	
              1.

            	
              Consulting
                Services and Compensation:
                GEII agrees to pay Consultant the following compensation, as well
                as any
                out-of-pocket expenses Consultant may have incurred, or may incur,
                during
                its consultancy to GEII, within 30 days of the receipt by GEII of
                any
                amounts contemplated below, or within 30 days of any billing by
                Consultant, as fair and appropriate compensation for Consultant’s
                described services:

            


    

    


    
      	 	
              a.

            	
              Nine
                percent (9%) of the value, whether in cash, stock or the offset of
                cash or
                stock, of any and all amounts received by GEII for the sale or joint
                venture, whether through debt or equity, regarding any of GEII’s assets
                from any entity or individual introduced to GEII by Consultant, at
                the
                time that the amounts are received by GEII whether at closing or
                on an
                installment basis or a basis contingent on production or some other
                triggering event (“Consulting Services
                Fee”).

            


    

    


    
      	 	
              b.

            	
              An
                hourly rate of $100 for any business advice or consulting regarding
                any
                aspect of GEII’s business or operations or other matters relating to the
                sale or joint venturing of GEII’s assets (“Hourly
                Fee”).

            


    

    


    
      	 	
              c.

            	
              Consultant
                is specifically prohibited from acting on GEII’s behalf as an agent,
                broker, dealer or representative for the sale or placement of GEII’s
                securities. 

            


    

    


    
      	
              2.

            	
              Consultant’s
                Commitment to Purchase GEII’s Shares with Any Cash Paid to Consultant as a
                Consulting Services Fee:
                Consultant, as an accredited investor, agrees that it will purchase
                GEII’s
                restricted common shares with any cash paid to Consultant as a Consulting
                Services Fee, if and when those shares are available, or enter into
                a
                promissory note convertible to those common shares when available,
                with a
                term of 6 months from the moment that Consultant would be entitled
                to
                compensation, (after the expiration of which Consultant may elect,
                at its
                sole discretion, to accept the payment owed by GEII in cash), on
                the
                following basis:

            


    

    


    
      	 	
              a.

            	
              As
                to the Value of Any Amounts, in Cash or Stock, Given to GEII on Closing
                on
                the Purchase of Any of Its Assets or Commitment to Joint
                Venture.
                Common shares restricted pursuant to Rule 144, promulgated under
                the
                Securities Act of 1933, equal to the amount of the cash payment for
                a
                Consulting Services Fee owed by GEII to Consultant, times 75 percent
                (75%)
                of the average closing price of GEII’s common shares on the five trading
                days prior to the date on which GEII makes its public announcement
                that it
                has received a commitment from any entity or individual regarding
                any
                transaction contemplated under Paragraph 1 above; provided, however,
                that
                only those GEII shares that would be equal to the above formula for
                the
                cash compensation to which Consultant would be entitled as a Consulting
                Services Fee for the amount given at the time of closing shall be
                due and
                payable, and those shares shall not be due and payable to Consultant
                unless and until the transaction for which GEII has received the
                commitment, partially or completely, shall be consummated and a closing
                shall be held.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    
 

    
      	 	
              b.

            	
              As
                to the Value of Any Amounts, in Cash, Stock or an Offset to Cash
                or Stock,
                Given to GEII in Installment Payments or Production
                Payments.
                Common shares restricted pursuant to Rule 144, promulgated under
                the
                Securities Act of 1933, equal to the amount of cash payment owed
                by GEII
                to Consultant as a Consulting Services Fee on the installment or
                production payment, times 50 percent (50%) of the closing price of
                GEII’s
                common shares on the date that GEII receives any installment payment
                or
                production payment, from any entity or individual regarding any
                transaction contemplated under Paragraph 1 above; provided, however,
                that
                those GEII shares shall not be due and payable to Consultant unless
                and
                until the installment or production payments pursuant to the transaction
                for which GEII has received the commitment shall be received by
                GEII.

            


    

    


    
      	 	
              c.

            	
              GEII’s
                Requirements for Consultant to Purchase its Shares.
                Consultant’s exercise of the right to purchase GEII’s shares as described
                in Paragraphs 2(a) and 2(b) above will be contingent on the Consultant
                executing a subscription agreement acknowledging the restricted nature
                of
                the shares to be purchased, Consultant’s investment intent and
                Consultant’s investigation into GEII prior to exercising the right to
                purchase GEII’s shares, and making other representations normally
                contained in such a subscription agreement, including Consultant’s
                attestation to the accuracy and completeness of such
                representations.

            


    

    


    
      	 	
              d.

            	
              As
                to Cash Payable to Consultant.
                Consultant may require GEII to pay it in cash for any billable hours
                pursuant to Paragraph 1(b), as well as, and notwithstanding Paragraphs
                2(a) and 2(b) above, Consultant may demand partial payment up to
                $100,000
                in cash for any actual cash amount received at one time by GEII in
                excess
                of $3 million as compensation for the sale or joint venture of any
                GEII
                asset, which amount will be discounted from Consultant’s right to receive
                shares as set out in Paragraphs 2(a) and 2 (b) above.
                

            


    

    
      	 	 	 


    

    
      	
              3.
                

            	
              Access
                Through GEII:
                Consultant hereby expressly warrants and represents that it was initially
                introduced to the properties, contracts, purchase agreements, contacts,
                information, data, processes, trade secrets, intellectual property,
                gold
                and other minerals deposits, sites, claims, and other related items
                of a
                private, confidential and proprietary nature (“Disclosed Information”),
                which were unknown to it prior to the disclosure made prior to the
                signing
                of this Agreement, and subsequent thereto, by GEII; and that it will
                protect GEII’s interest and will consider GEII as the exclusive source of
                the Disclosed Information, and will further protect GEII’s interest as far
                as any future business relationship, or any other action, it may
                develop
                or may take in relation to the Disclosed Information, for a period
                of five
                years from the date of this
                Agreement.

            


    

     

    
      
         

      

      
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              4.

            	
              Non-Circumvention
                for Benefit:
                Consultant
                hereby agrees that neither it, nor any agent, employee, affiliated
                company, assign or other person known to it, will directly, indirectly
                or
                through any third party or intermediary, circumvent, or otherwise
                seek to
                influence, interfere with or gain any beneficial interest or other
                benefit, directly or indirectly in, to and from the Disclosed
                Information.

            


    

    


    
      	
              5.
                

            	
              Non-Disclosure
                and Regulation FD:
                Consultant
                hereby likewise agrees that it will not disclose, except if specifically
                authorized in writing by the President of GEII to do so, any Disclosed
                Information, or other information or opinions that it generates regarding
                GEII or the Disclosed Information, to any other person, firm or
                corporation, either directly or indirectly. It agrees that it has
                reviewed
                and understands Regulation FD (Fair Disclosure) promulgated by the
                SEC,
                and agrees to be bound to that Regulation in every regard with respect
                to
                GEII’s Disclosed Information, and that it will not act in the marketplace
                on any information so disclosed.

            


    

    


    
      	
              6.
                

            	
              Jurisdiction
                and Choice of Law:
                The parties agree that any dispute hereunder shall be governed by
                the laws
                of the State of Utah, which state shall have jurisdiction over the
                parties
                hereto. It is also agreed that any litigation in relation to this
                Agreement, or its enforcement, shall be brought only within the State
                or
                Federal courts located within Salt Lake County, State of Utah, and
                that
                the prevailing party may recover attorneys’ fees and costs of court. The
                parties agree that they are subject to service of process from such
                courts.

            


    

    


    
      	
              7.

            	
              No
                Amendment:
                This
                Agreement may not be amended except by a writing, signed by each
                of the
                parties, which writing sets forth as its express purpose the amendment
                of
                this Agreement.

            


    

    


    
      	
              8.

            	
              Agreement
                Term:
                The term of this Agreement is 1 year; provided, however, that for
                a
                five-year period after the expiration of this Agreement, any positive
                result, financial or other business-related transaction, or benefit,
                contemplated in Paragraph 1 above, naturally flowing to GEII from
                any of
                Consultant’s services provided during the one-year term of this Agreement,
                shall entitle Consultant to its Consulting Services Fee pursuant
                to
                Paragraph 1 above. 

            


    

    


    EXECUTED
      the day
      and year first written above.

     

    AGREED:

     

    GOLDEN
      EAGLE INTERNATIONAL, INC

     

    
      	
              BY:
                

            	
              /s/
                Terry C. Turner

            


    

    
      	 	
              Terry
                C. Turner, President & CEO

            


    

     

    LIVSTAR
      MANAGEMENT SERVICES, INC.

     

    
      	
              BY:
                

            	
              /s/David
                Lavigne

            


    

    
      	
               

            	
              Designated
                Agent

            


    

     

    
      
         

      

      
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