<PAGE> 1
EXHIBIT 3.1
ACHIEVA
DEVELOPMENT
CORP.
--------------------------------------------------------------------------------
Ste. 201-905 West Pender St., Vancouver, B.C. V6C 3L6
Tel: (604) 682-8628 Fax: (6-4) 689-1925
THIS AGREEMENT made the twenty-third day of June, 1998
BETWEEN ANDREW G. HARMAN, PROSPECTOR
908-700 W. PENDER STREET
VANCOUVER, B.C. V6C 1G8
(hereinafter referred to as Harman)
AND ACHIEVA DEVELOPMENT CORP
SUITE 201-905 WEST PENDER STREET
VANCOUVER, B.C. V6C 3L6
(hereinafter referred to as Achieva)
WHEREAS Harman represents he is a qualified mining prospector/scout and has
considerable experience and expertise in Alaska and the Yukon Territory; and
WHEREAS Achieva wishes to acquire, explore and develop economically viable
mineral properties in Alaska; and
WHEREAS Harman is desirous of providing his services to examine, explore and
acquire viable mineral properties for Achieva for the aforesaid purposes upon
the terms and conditions hereinafter set out.
NOW THEREFORE, this Agreement witnesseth that the parties hereto agree as
follows:
1. Harman agrees to carry out a one month mineral properties scouting,
exploration and acquisition program in the Tanana uplands of Alaska and
adjoining terrain in the Yukon Territory for the benefit of Achieva.
2. With regards to the above mentioned properties in the Tanana uplands of
Alaska and adjoining terrain in the Yukon Territory, Achieva will be given the
first right of refusal on any property skated or acquired by Andrew G. Harman or
associates for as long as Achieva retains an interest in the said area.
<PAGE> 2
-2-
3. [Removed] /s/ AM AH
4. Harman will submit a detailed written report on acquired mineral properties
including maps, filing documents, analytical results and summaries accounting
upon completion of the mineral properties scouting, exploration and acquisition
program.
5. Harman will receive (subject to VSE approval) ten thousand dollars ($10,000)
and 50,000 Shares from Achieva for a mineral property scouted, evaluated and
acquired by Harman and accepted by Achieva. Harman shall also receive a one
percent (1%) N.S.R. on such a property. Achieva has the option to purchase
Andrew G. Harman's 1% N.S.R. for five hundred thousand dollars ($500,000).
6. The parties hereto agree that if within forty (40) days Achieva does not
accept a property acquired and submitted by Harman after completion of this
program, Harman and Achieva will jointly negotiate the sale of the property to
other parties and the proceeds of such a sale shall be divided equally between
Harman and Achieva. The above will include a two percent (2%) N.S.R.; one
percent (1%) for each part.
7. All parties agree to expeditiously carry the terms as set out in this
Agreement.
Signed at Vancouver, this 23 day of June, 1998.
ANDREW G. HARMAN ACHIEVA DEVELOPMENT CORP
/s/ Andrew Harman /s/ Arnold Miller
