Filed by Automated Filing Services Inc. (604) 609-0244 - Hemis Corporaiton - Exhibit 10.18






 

  Bettlistrasse 35, 8600 Dübendorf, Switzerland

CONSULTING AGREEMENT

THIS AGREEMENT (the "Agreement") effective as of the 9th
day of March, 2007 entered into between HEMIS CORPORATION, a corporation
with office at Bettlistrasse 35, 8600 Dübendorf, Switzerland (the "Company") and
Westgate Corporation, a corporation with offices at 105 Cougartown Circle
SW , Calgary, AB T3H 0A4, Canada (the "The Provider") for the consulting
services of Gerardino Mastrandrea (“Consultant”).

WHEREAS:

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

B.          
The Provider is a company owned solely by Gerardino Mastrandrea;

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

D.          
The Provider has agreed to provide Consultant’s 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 Provider to provide Consultant’s services as a
consultant in accordance with the terms and conditions of this Agreement and the
Provider hereby accepts such engagement.

2.            
TERM OF THIS AGREEMENT

2.1          
The term of this Agreement shall begin as of March 1, 2007 and shall continue
until March 1, 2008 (the "Term").

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3.            
CONSULTANT SERVICES

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

	 	(a) 	
      use its best efforts to introduce the Company to the
      owners and/or principals of any entity that holds the majority interest in
      the Millennium Gold Property (the “Property”), Mohave County,
      Arizona, located three miles northeast of Lake Havasu City, Arizona, in
      which the Company wishes to acquire rights;

	 	 	 
	 	(b) 	
      assist the Company in negotiating mining options, rights
      or leases with owners or principals of the Property;

	 	 	 
	 	(c) 	
      assist the Company in conducting any further required due
      diligence on the Property, including finding and arranging for the hire by
      the Company of third party reviewers;

	 	 	 
	 	(d) 	
      plan, execute and oversee general exploration activities
      in relation to the Property;

	 	 	 
	 	(e) 	
      assist the Company in attracting mining personnel for
      executive, administrative, operational and supervisory roles in relation
      to the Property;

	 	 	 
	 	(f) 	
      ensure that the Company obtains all necessary information
      to adequately disclose the Property, if acquired, in the Company's SEC
      filings;

	 	 	 
	 	(g) 	
      ensure high quality procedures are in place, which are in
      line with legislative and Company policy governing recruitment and
      selection; and

	 	 	 
	 	(h) 	
      provide such other customary exploration consulting
      services from time to time as reasonably required by the
  Company.



3.2          
In providing the Consulting Services, the Provider shall and shall cause
Consultant to:

		• 	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. 



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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 Provider with the issuance of
an aggregate of 1,700,000 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
Provider 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 the obligations of The Provider hereunder.

5.            
NO REIMBURSEMENT OF EXPENSES

5.1          
The parties agree that the Compensation hereunder shall be inclusive of any and
all fees or expenses incurred by the Provider or Consultant pursuant to this
Agreement including but not limited to the costs of rendering the Consulting
Services. Neither the Provider nor 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 Provider shall and shall cause Consultant to, at all times, faithfully and
in a professional manner perform all of the duties that may be reasonably
required of The Provider or Consultant pursuant to the terms of this Agreement.
The Company acknowledges that The Provider and Consultant are engaged in other
business activities, and that they shall continue such activities during the
term of this Agreement. Neither The Provider nor Consultant shall be restricted
from engaging in other business activities during the term of this
Agreement.

7.           
 CONFIDENTIALITY

7.1          
Neither the Provider nor Consultant shall disclose, without the consent of
Client, any financial and business information concerning the business, affairs,
plans and programs of the Company which are delivered by the Company to The
Provider or Consultant, provided such information is plainly and prominently
marked in writing by the Company as being confidential (the "Confidential
Information"). Neither the Provider nor Consultant shall be bound by the
foregoing limitation in the event (i) the Confidential Information is otherwise
disseminated and becomes public information or (ii) the Provider or the
Consultant is required to disclose the Confidential Informational pursuant to a
subpoena or other judicial order.

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8.            
NON-SOLICITATION

8.1          
During the term of this Agreement neither the Provider nor the Consultant shall
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 neither the Provider nor the Consultant shall 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 Provider 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 Provider or the
Consultant may have in and to the results and proceeds of the Consulting
Services hereunder, shall vest 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 Provider represents, warrants and covenants to the Company as follows: 

(a) Neither the Provider nor the
Consultant is 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 has heretofore
entered into an employment agreement with the Provider covering the rendition of
the Consultant’s services for the Provider, and that the Provider has the right
and authority to enter into the Agreement and to furnish to Company all the
Consulting Services upon all the terms and conditions specified in the
Agreement; and

(d) Neither the Provider nor the
Consultant shall 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 the Provider.

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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 Provider or by Consultant of any
representations and warranties contained in, or by any breach of any other
provision of, this Agreement by the Provider or by Consultant.

12.       
     INDUCEMENT

12.1          
It shall be a condition precedent to this Agreement for Consultant to execute
the Inducement attached hereto as schedule “A” and incorporated herein by this
reference. 

13.        
    NO OBLIGATION TO PROCEED.

13.1          
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 neither the Provider
nor the Consultant is 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 Provider 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).

14.       
     FORCE MAJEURE.

14.1          
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 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 Provider, 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 Provider's notice of termination shall
not be effective if, within seven (7) days after receipt of such notice, Company
ends The Provider's force majeure suspension. The Provider shall not be entitled
to any compensation pursuant to Section 4 of the Agreement during any period of
suspension hereunder. Additionally, if The Provider's and Consultant’s
engagement hereunder is terminated as a result of an event of force majeure,
then Company shall deliver to The Provider 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.

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15.           
 DEFAULT/DISABILITY. 

15.1          
No act or omission of Company hereunder shall constitute an event of default or
breach of this Agreement unless The Provider 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 Provider or Consultant of any of the terms and
conditions hereof, or the terms and conditions of any other agreement between
the Company and the Provider for the services of Consultant, Company shall
immediately have the right to suspend this Agreement and any other agreement
between Company and the Provider for the services of Consultant. 

15.2          
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 Provider in writing. 

15.3          
During the period of any suspension hereunder or upon any termination hereof,
The Provider 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 Provider 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 Provider 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 Provider or the
Consultant (including without limitation, the right to offset Company's damages
caused by the Provider's or Consultant's default or breach hereof from and
against any compensation due to The Provider hereunder). Company's failure to
suspend and/or terminate this Agreement during periods when it may do so and/or
Company's payment of the Compensation to The Provider 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
Provider. A material breach of any other agreement between the parties may, at
Company's election, be deemed a material breach of this Agreement.

16.            
COMPANY'S REMEDIES.

16.1          
The services to be rendered by the Provider and 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
Provider or Consultant of any of the provisions of this Agreement Shall cause
Company irreparable injury and damages. The Provider expressly agrees that the
Company 

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shall be entitled to seek injunctive and/or other equitable
relief to prevent a breach hereof by the Provider or 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.

17.           
 THE PROVIDER'S AND CONSULTANT’S REMEDIES.

17.1          
In the event of any breach by Company of this Agreement, The Provider 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.

18.            
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.

	 	 	 
	 	(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
      Provider in writing. The Provider 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



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      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.
  



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

WESTGATE CORPORATION

Per:

/s/ Gerardino Mastrandrea

  Gerardino Mastrandrea, President

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Schedule “A”

Inducement

Dated as of the 9th day of March, 2007.

Hemis Corporation 
Bettlistrasse 35 
8600 Dübendorf

Switzerland

	Re: 	“Gerardino Mastrandrea”— Consultant



Gentlemen:

       
  Reference is made to that certain agreement (hereinafter the
"Agreement") dated concurrently herewith between you and Westgate
Corporation (hereinafter "The Provider") for the services of the
undersigned in relation to certain consulting activities.

          As a
material inducement to you to enter into this Agreement and as a material part
of the consideration moving to you for so doing, the undersigned hereby
represents, warrants and agrees as follows:

     
    1.      That the undersigned
has heretofore entered into an agreement (the "Employment Agreement")
with The Provider covering the rendition of the undersigned's services for The
Provider, and that The Provider has the right and authority to enter into the
Agreement and to furnish to you the rights and services of the undersigned upon
all the terms and conditions specified in the Agreement.

      
   2.      That the undersigned is
familiar with each and all the terms, covenants and conditions of the Agreement
and hereby consents to the execution thereof; that the representations and
warranties of The Provider contained in the Agreement are true and correct in
all respects, and that the undersigned has granted to The Provider all of the
rights granted by The Provider to Producer under the Agreement. The undersigned
further agrees that in the event of a breach of any term of the Agreement or non
performance by The Provider, the undersigned shall remedy said breach or perform
such Service on The Provider's behalf pursuant to the terms of the
Agreement.

     
    3.      That the undersigned is
under no obligation or disability by law or otherwise which would prevent or
restrict the undersigned from performing and complying with all of the terms,
covenants and conditions of the Agreement on the part of the undersigned to be
performed or complied with.

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    4.      That the undersigned
shall look solely to The Provider or its associated or subsidiary companies and
not to you for all compensation and other remuneration for any and all services
and rights which the undersigned may render and grant to you under the
Agreement.

     
    5.      That you shall be
entitled to equitable relief against the undersigned by injunction or otherwise
to restrain, enjoin and/or prevent the violation or breach by the undersigned of
any obligation of the undersigned to be performed as provided in the Agreement,
and/or the violation or breach by the undersigned of any obligations or
agreements under this present instrument. You shall have all rights and remedies
against the undersigned which you would have if the undersigned were your direct
employee under the Agreement and you shall not be required to first resort to or
exhaust any rights or remedies which you may have against the Provider before
exercising your rights and remedies against the undersigned.

    
     6.      That the
undersigned Shall indemnify and hold you, your officers, employees and assigns
harmless from and against any and all taxes which you may have to pay and any
and all liabilities (including judgments, penalties, interest, damages, costs
and expenses, including reasonable attorney's fees, whether or not litigation is
commenced) which may be obtained against, imposed or suffered by you or which
you may incur by reason of your failure to deduct and withhold from the
compensation payable under the Agreement any amounts required or permitted to be
deducted and withheld from the compensation of an employee under the provisions
of any applicable statutes or regulations heretofore or hereafter enacted
requiring the withholding of any amount from the compensation of an employee and
any similar statutes or regulations of any countries.

    
     7.      That the
undersigned Shall not amend or modify the Employment Agreement with The Provider
in any particular manner that would prevent or interfere with the performance of
the undersigned's services for you or the use and ownership of the results and
proceeds thereof, pursuant to the Agreement.

 

__________________

Gerardino Mastrandrea

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