EX-10 8 mgtagmt.txt MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT dated effective as of the 1st day of February, 2002. BETWEEN: W.F.C. MANAGEMENT CORPORATION, of Suite 414, 1859 Spyglass Place, Vancouver, British Columbia, Canada (hereinafter called "WFC Management") OF THE FIRST PART AND: LASALLE RESOURCES, INC., a company incorporated under the laws of the State of Nevada (hereinafter called "Lasalle") OF THE SECOND PART WHEREAS: A. Grayson Hand is an employee of WFC ("Hand"); B. Hand has geological, business and management expertise; C. WFC maintains an office with administration services, including telephone and computer services; D. Lasalle requires geological technical services, management services, office administration services, including telephone and computer services, and wishes WFC to provide same to Lasalle. NOW THEREFORE THE PARTIES HAVE AGREED and do hereby agree as follows: 1. WFC hereby agrees to provide the services of Hand as President of Lasalle to carry out management and direction of the business of the Company, including managing and supervising and coordinating any mineral exploration activities carried out by Lasalle (the "Management Services"). 2. WFC hereby agrees to provide office administration services, including telephone and computer services, to Lasalle (the "Administrative Services"). - 2 - 3. In consideration of WFC providing all the Management Services and the Administrative Services to Lasalle, Lasalle agrees to pay to WFC a consulting fee in the amount of $750.00 U.S. per month payable on the last day of each month (the "Consulting Fee"). 4. In addition to the payment of the Consulting Fee, Lasalle agrees to reimburse WFC for any expenses directly attributable to performing its obligations to Lasalle pursuant to this Agreement. 5. It is agreed that the Management Services to be provided by Hand on behalf of WFC to Lasalle will account for approximately 15% of Hand's business time. The Consulting Fee will be increased in the event that Hand is required to spend more than 15% of his business time in providing the Management Services to an amount equal to fair market value of Hand's services. 6. This Agreement shall be for a term of one year commencing February 1, 2002 and ending January 31, 2003. 7. No amendment or termination of this Agreement shall be valid unless it is in writing and executed by both parties. 8. Time shall be of the essence of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. W.F.C. MANAGEMENT CORPORATION by its authorized signatory /s/ Grayson Hand Signature of Authorized Signatory Grayson Hand Name of Authorized Signatory LASALLE RESOURCES, INC. by its authorized signatory /s/ Grayson Hand Signature of Authorized Signatory Grayson Hand Name of Authorized Signatory