Filed by Automated Filing Services Inc. (604) 609-0244 - Hemis Corporation - Exhibit 10.19






 

  Bettlistrasse 35, 8600 Dübendorf, Switzerland

CONSULTING AGREEMENT

THIS AGREEMENT (the "Agreement") effective as of the
13th day of March, 2007 entered into between HEMIS CORPORATION, a
corporation with office at Bettlistrasse 35, 8600 Dübendorf, Switzerland (the
"Company") and Dr. Fuat Cirit, sole owner of Stacs GmbH, a corporation
with offices at Gutrainstrasse 7b, 8303 Bassersdorf (“Consultant”).

WHEREAS:

A.          
The Company is engaged in the acquisition of mining rights and the exploration
of mining properties;

B.          
The Consultant if the sole owner of Stacs GmbH;

C.          
The Company desires to retain the Consultant to provide consulting services to
the Company on the terms and subject to the conditions of this Agreement;
and

D.          
The Consultant has agreed to provide consulting services to the Company on the
terms and subject to the conditions of this Agreement.

THIS AGREEMENT WITNESSES THAT in consideration of the
premises and mutual covenants contained in this Agreement and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as
follows:

1.            
ENGAGEMENT AS A CONSULTANT

1.1          
The Company hereby engages the Consultant to provide consulting services in
accordance with the terms and conditions of this Agreement and the Consultant
hereby accepts such engagement.

2.            
TERM OF THIS AGREEMENT

2.1          
The term of this Agreement shall begin as of March 13, 2007 and shall continue
until March 13, 2009 (the "Term").

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3.            
CONSULTANT SERVICES

3.1          
The Consultant shall render certain consulting services (the "Consulting
Services"), responsibilities and duties to the Company throughout the Term
including but not limited to:

		• 	
      Overseeing and conducting exploration activities on the
      Wolfe Creek and Covenant properties (the “Property”) as defined in the
      Option Agreement between Hemis Corporation and Stacs GmbH signed on March
      13, 2007; 

	 	  	
       

	 	• 	
      Advising the Company on future strategies regarding the
      Property; 

	 	  	
       

	 	• 	
      Developing a plan of exploration for the Property; and
      

	 	  	
       

		• 	
      Ensuring that all government licenses and permits are
      paid and maintained in respect of the Property. 



3.2          
In providing the Consulting Services, the Consultant shall:

		• 	
      comply with all applicable federal, provincial, local and
      foreign statutes, laws and regulations; 

	 	  	
       

		• 	
      not make any misrepresentation or omit to state any
      material fact that shall result in a misrepresentation regarding the
      business of the Company; 

	 	  	
       

		• 	
      not disclose, release or publish any information
      regarding the Company without the prior written consent of the Company;
      and 

	 	  	
       

		• 	
      not employ any person in any capacity, or contract for
      the purchase or rental of any service, article or material, nor make any
      commitment, agreement or obligation whereby Company shall be required to
      pay any monies or other consideration without Company's prior consent in
      each instance. 



4.            
CONSULTANT COMPENSATION

4.1          
In full and complete consideration for the provision of the Consulting Services
during the Term, the Company shall compensate the Consultant with the issuance
of an aggregate of 3,000,000 common shares in the capital stock of the Company
with a deemed price of the market value of the stock as quoted on the OTC
Bulletin Board as of the date of issuance of the stock (the
“Compensation”). The Consultant hereby acknowledges the sufficiency of
the Compensation in this Section 4.1.

4.2          
In order for the shares to be issued pursuant to above Section 4.1, the Board of
Directors of the Company, in their sole discretion, must be satisfied that the
Consultant has fulfilled its obligations hereunder.

5.           
 NO REIMBURSEMENT OF EXPENSES

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5.1          
The parties agree that the Compensation hereunder shall be inclusive of any and
all fees or expenses incurred by the Consultant pursuant to this Agreement
including but not limited to the costs of rendering the Consulting Services.
Neither the Consultant shall have any right or authority to or shall employ any
person in any capacity, or contract for the purchase or rental of any service,
article or material, nor make any commitment, agreement or obligation whereby
the Company shall be required to pay any monies or other consideration without
Company's prior consent in each instance.

6.            
SERVICES NOT EXCLUSIVE

6.1          
The Consultant shall, at all times, faithfully and in a professional manner
perform all of the duties that may be reasonably required of Consultant pursuant
to the terms of this Agreement. The Company acknowledges that Consultant is
engaged in other business activities, and that they shall continue such
activities during the term of this Agreement. The Consultant shall not be
restricted from engaging in other business activities during the term of this
Agreement.

7.            
CONFIDENTIALITY

7.1          
The Consultant shall not disclose, without the consent of the Company, any
financial and business information concerning the business, affairs, plans and
programs of the Company which are delivered by the Company to the Consultant,
provided such information is plainly and prominently marked in writing by the
Company as being confidential (the "Confidential Information"). The
Consultant shall not be bound by the foregoing limitation in the event (i) the
Confidential Information is otherwise disseminated and becomes public
information or (ii) the Consultant is required to disclose the Confidential
Informational pursuant to a subpoena or other judicial order.

8.           
 NON-SOLICITATION

8.1          
During the term of this Agreement the Consultant shall not hire or take away or
cause to be hired or taken away any employee or consultant of the Company. For a
period of 12 months following the termination of this agreement the Consultant
shall not hire or take away or cause to be hired or taken away any employee who
was in the employ of the Company during the 12 months preceding such
termination.

9.            
GRANTS OF RIGHTS

9.1          
The Consultant agrees that the results and proceeds of the Consulting Services
under this Agreement, although not created in an employment relationship, shall,
for the purpose of copyright only, be deemed a work made in the course of
employment under the Canadian law or a work-made-for-hire under the United
States law and all other comparable international intellectual property laws and
conventions. All work and materials, including all intellectual property and any
other rights, including without limitation copyright, which the Consultant may
have in and to the results and proceeds of the Consulting Services hereunder,
shall vest 

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irrevocably and exclusively with the Company, and are otherwise
hereby assigned to the Company as and when created.

10.            
REPRESENTATIONS AND WARRANTIES

10.1          
The Consultant represents, warrants and covenants to the Company as follows:


(a) The Consultant is not under any
contractual or other restriction which is inconsistent with the execution of
this Agreement, the performance of the Consulting Services hereunder or any
other rights of Company hereunder;

(b) The Consultant is under no physical
or mental disability that would hinder the performance of his duties under this
Agreement;

(c) The Consultant shall not provide
any investor relations services or capital raising services for the Company, or
partake in any similar activities for and on behalf of the Company; and

(d) The Consultant is the sole
director, officer and shareholder of Stacs GmbH.

11.            
INDEMNIFICATION

11.1          
The Consultant shall indemnify and hold harmless the Company, its partners,
financiers parent, affiliated and related companies, and all of their respective
individual shareholders, directors, officers, employees, licensees and assigns
from and against any claims, actions, losses and expenses (including legal
expenses) occasioned by any breach by the Consultant of any representations and
warranties contained in, or by any breach of any other provision of, this
Agreement by the Consultant.

12.            
NO OBLIGATION TO PROCEED.

12.1          
Nothing herein contained shall in any way obligate Company to use the Consulting
Services hereunder or to exploit the results and proceeds of the Consulting
Services hereunder; provided that, upon the condition that the Consultant is not
in material default of the terms and conditions hereof, nothing contained in
this Section 13.1 shall relieve Company of its obligation to deliver to the
Consultant the Compensation subject to the discretion of the Board of Directors
of the Company pursuant to above Section 4.2. All of the foregoing shall be
subject to the other terms and conditions of this Agreement (including, without
limitation, force majeure, disability and default).

13.            
FORCE MAJEURE.

13.1          
If by reason of an event of force majeure, as that term is commonly understood
in the mining and exploration industry (including, without limitation, labor
strikes, acts of god, war or civil unrest), the operations of the Company are
materially hampered, interrupted or interfered 

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with, then Company shall have the option to suspend this
Agreement. If any such force majeure suspension continues for a period of six
(6) consecutive weeks or eight (8) weeks in the aggregate during the term
hereof, then Company, on the one hand, and the Consultant, on the other hand,
shall each have the right (but not obligation) to terminate this Agreement by
giving written notice to the other party prior to the termination of such
suspension; provided, that the Consultant's notice of termination shall not be
effective if, within seven (7) days after receipt of such notice, Company ends
the Consultant's force majeure suspension. The Consultant shall not be entitled
to any compensation pursuant to Section 4 of the Agreement during any period of
suspension hereunder. Additionally, if Consultant’s engagement hereunder is
terminated as a result of an event of force majeure, then Company shall deliver
to the Consultant only that portion of the Compensation pursuant to Paragraph 4
of the Agreement that is equal to the fair market value of the Consulting
Services that have been rendered prior to any such suspension, the whole subject
to the discretion of the Board of Directors of the Company pursuant to above
Section 4.2.

14.            
DEFAULT/DISABILITY. 

14.1          
No act or omission of Company hereunder shall constitute an event of default or
breach of this Agreement unless the Consultant shall first notify Company in
writing setting forth such alleged breach or default and Company shall cure said
alleged breach or default within ten (10) days after receipt of such notice (or
commence said cure within said ten days if the matter cannot be cured in ten
days, and shall diligently continue to complete said cure). Upon any material
breach or default by the Consultant of any of the terms and conditions hereof,
or the terms and conditions of any other agreement between the Company and the
Consultant for the services of Consultant, Company shall immediately have the
right to suspend this Agreement and any other agreement between Company and the
Consultant for the services of Consultant. 

14.2          
Upon any disability or incapacity of Consultant which prevents Consultant from
fully performing or complying with the terms and conditions hereof, Company
shall immediately have the right to suspend this Agreement. If such disability
or incapacity shall continue for more than 10 consecutive days or 20 days in the
aggregate, Company shall immediately have the right, exercisable at any time
after such 10 or 20 day period, to continue such suspension or terminate this
Agreement by so notifying the Consultant in writing. 

14.3          
During the period of any suspension hereunder or upon any termination hereof,
the Consultant shall not be entitled to any further compensation hereunder;
provided, that if such suspension or termination is a result of a disability or
incapacity (and not a default or breach), the Consultant shall be entitled to a
portion of the Compensation equal to the fair market value of the Consulting
Services that have been rendered prior to the date of the event giving rise to
such suspension and/or termination, the whole subject to the Discretion of the
Board of Director’s of the Company pursuant to above Section 4.2. If the Company
has the choice to continue a suspension hereunder or to terminate and the
Company elects to continue the suspension, then the Company may terminate the
Agreement by written notice to the Consultant during the period of any such
continued suspension. Nothing contained hereinabove shall in any manner limit
any other remedy which the Company may have against the Consultant (including
without limitation, the right to offset Company's damages caused by the
Consultant's default or breach hereof from and against any compensation due to
the Consultant hereunder). Company's failure to suspend and/or terminate this
Agreement during 

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periods when it may do so and/or Company's payment of the
Compensation to the Consultant during any period of suspension, shall not be
deemed a waiver of Company's right to later suspend and/or terminate this
Agreement or withhold further compensation due to the Consultant. A material
breach of any other agreement between the parties may, at Company's election, be
deemed a material breach of this Agreement.

15.            
COMPANY'S REMEDIES.

15.1          
The services to be rendered by the Consultant hereunder, and the rights and
privileges herein granted to Company, are of a special, unique, unusual,
extraordinary and intellectual character which gives them a peculiar value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law, it being understood and agreed that a breach by the Consultant of
any of the provisions of this Agreement Shall cause Company irreparable injury
and damages. The Consultant expressly agrees that the Company shall be entitled
to seek injunctive and/or other equitable relief to prevent a breach hereof by
the Consultant. Resort to such equitable relief, however, shall not be construed
as a waiver of any other rights or remedies which Company may have in the
premises for damages or otherwise.

16.            
THE CONSULTANT’S REMEDIES.

16.1          
In the event of any breach by Company of this Agreement, the Consultant shall be
limited to their remedies at law for damages, if any, and shall not have the
right to terminate or rescind this Agreement or to in any way enjoin or restrain
the operations or activities of Company.

17.            
MISCELLANEOUS PROVISIONS

	 	(a) 	
      Time. Time is of the essence of this
      Agreement.

	 	 	 
	 	(b) 	
      Presumption. This Agreement or any section
      thereof shall not be construed against any party due to the fact that said
      Agreement or any section thereof was drafted by said party.

	 	 	 
	 	(c) 	
      Titles and Captions. All article, section
      and paragraph titles or captions contained in this Agreement are for
      convenience only and shall not be deemed part of the context nor affect
      the interpretation of this Agreement.

	 	 	 
	 	(d) 	
      Further Action. The parties hereto shall
      execute and deliver all documents, provide all information and take or
      forbear from all such action as may be necessary or appropriate to achieve
      the purposes of this Agreement.

	 	 	 
	 	(e) 	
      Good Faith, Cooperation and Due Diligence.
      The parties hereto covenant, warrant and represent to each other good
      faith, complete cooperation, due diligence and honesty in fact in the
      performance of all obligations of the parties pursuant to this Agreement.
      All promises and covenants are mutual and
dependent.



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	 	(f) 	
      Savings Clause. If any provision of this
      Agreement, or the application of such provision to any person or
      circumstance, shall be held invalid, the remainder of this Agreement, or
      the application of such provision to persons or circumstances other than
      those as to which it is held invalid, shall not be affected
  thereby.

	 	 	 
	 	(g) 	
      Assignment. Company may assign this
      Agreement, in whole or in part, at any time to any party, as Company shall
      determine in its sole discretion; provided that, no such assignment shall
      relieve Company of its obligations hereunder unless consented to by the
      Consultant in writing. The Consultant may not assign this Agreement
      without the prior written consent of the Company as determined by the
      Company in its sole discretion. This Agreement shall be binding upon and
      enure to the benefit of the successors of the parties.

	 	 	 
	 	(h) 	
      Notices. All notices required or permitted
      to be given under this Agreement shall be given in writing and shall be
      delivered, either personally or by express delivery service, to the party
      to be notified. Notice to each party shall be deemed to have been duly
      given upon delivery, personally or by courier, addressed to the attention
      of the officer at the address set forth heretofore, or to such other
      officer or addresses as either party may designate, upon at least ten days
      written notice, to the other party.

	 	 	 
	 	(i) 	
      Entire agreement. This Agreement contains
      the entire understanding and agreement among the parties. There are no
      other agreements, conditions or representations, oral or written, express
      or implied, with regard thereto. This Agreement may be amended only in
      writing signed by all parties.

	 	 	 
	 	(j) 	
      Waiver. A delay or failure by any party to
      exercise a right under this Agreement, or a partial or single exercise of
      that right, shall not constitute a waiver of that or any other
    right.

	 	 	 
	 	(k) 	
      Counterparts. This Agreement may be
      executed in duplicate counterparts, each of which shall be deemed an
      original, but all of which together shall constitute one and the same
      Agreement. In the event that the document is signed by one party and faxed
      to another the parties agree that a faxed signature shall be binding upon
      the parties to this agreement as though the signature was an
    original.

	 	 	 
	 	(l) 	
      Successors. The provisions of this
      Agreement shall be binding upon all parties, their successors and
      assigns.




		
      (m) 
	
      Counsel. The parties expressly acknowledge
      that each has been advised to seek separate counsel for advice in this
      matter and has been given a reasonable opportunity to do so.
  



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IN WITNESS WHEREOF, the parties have duly executed and
  delivered this Agreement as of the date first written above.

HEMIS CORPORATION

Per:

/s/ Norman Meier

  Norman Meier, President

 

/s/ Dr. Fuat Cirit

  Dr. Fuat Cirit, President Stacs GmbH

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