CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of June
23, 1997 (the "Effective Date"), by and between Beta Oil & Gas, Inc. (the
"Company"), and R. Xxxxxx Xxxxxxx ("Consultant").
RECITALS
WHEREAS, the Company desires to retain the Consultant to provide the
services set forth in Exhibit A hereto for the benefit of the Company (the
"Consulting Services");
WHEREAS, Consultant is engaged in the business of providing the
Consulting Services and desires to provide the Consulting Services to the
Company in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
A G R E E M E N T
1. Appointment and Duties. The Company hereby engages Consultant to
perform the Consulting Services commencing upon the date of this Agreement and
terminating in accordance with the terms set forth in Exhibit A. Consultant
agrees to accept such engagement upon the terms and conditions set forth herein.
Consultant shall faithfully and diligently perform the Consulting Services.
2. Compensation. Subject to the termination of this Agreement as
provided herein, the Company shall compensate Consultant for the performance
of the Consulting Services hereunder upon the terms and conditions set
forth in attached Exhibit B hereto.
3. Non-Exclusive; Non-Disclosure.
3.1 Consultant agrees to perform Consultant's Consulting
Services efficiently and to the best of Consultant's ability. Notwithstanding
the foregoing, the Company acknowledges and agrees that Consultant's engagement
with The Company is not exclusive and that Consultant is engaged in other
business endeavors and reserves the right to continue to do so throughout the
terms of this Agreement.
3.2 Consultant acknowledges that Consultant may have access to
proprietary information regarding the business operations of the Company and
agrees to keep all such information secret and confidential and not to use or
disclose any such information to any individual or organization without the
Company's prior written consent.
4. Independent Contractor. Both the Company and the Consultant agree
that the Consultant will act as an independent contractor in the performance of
its duties under this Agreement. Nothing contained in this Agreement shall be
construed to imply that Consultant, or any employee, agent or other authorized
representative of Consultant, is a partner, joint venturer, agent, officer or
employee of The Company.
5. Term; Termination.
(a) Consultant may terminate this Agreement immediately for
cause at any time without notice. For purposes of this subsection (b), "cause"
for termination by Consultant shall be (i) a breach by The Company of any
material covenant or obligation hereunder; or (ii) the voluntary or involuntary
dissolution of the Company.
(b) The Company may terminate this Agreement for cause at any
time without notice. For purposes of this subsection (b), "cause" for
termination shall be: (i) any felonious conduct or material fraud by Consultant
in connection with The Company; (ii) any embezzlement or misappropriation of
funds or property of The Company by Consultant; (iii) any material breach of or
material failure to perform any covenant or obligation of Consultant under this
Agreement; or (iv) gross negligence by Consultant in the performance of his
duties under this Agreement.
6. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto their respective devisees, legatees, heirs,
legal representatives, successors, and permitted assigns. The preceding sentence
shall not affect any restriction on assignment set forth elsewhere in this
Agreement.
7. Notices. Any notice, request, demand, or other communication given
pursuant to the terms of this Agreement shall be deemed given upon delivery, if
hand delivered, or forty-eight (48) hours after deposit in the United States
mail, postage prepaid, and sent certified or registered mail, return receipt
requested, correctly addressed to the addresses of the parties indicated below
or at such other address as such party shall in writing have advised the other
party.
If to the Company: Beta Oil & Gas, Inc.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxx
If to Consultant: R. Xxxxxx Xxxxxxx
000 Xxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
8. Entire Agreement. Except as provided herein, this Agreement contains
the entire agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
10. Modification. No change, modification, addition, or amendment to
this Agreement shall be valid unless in writing and signed by all parties
hereto.
11. Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement. In
the event of such a dispute, it shall be resolved at the Orange County,
California office of the American Arbitration Association.
12. Assignment. Neither party shall assign its rights or obligations
under this Agreement without the express prior written consent of the other
party.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
The Company
BETA OIL & GAS, INC.
By:
Xxxxx Xxxxx, President
The Consultant
R. XXXXXX XXXXXXX
EXHIBIT "A"
Description of Consulting Services
During the twelve-month period of time commencing upon the date of this
Agreement Consultant agrees to utilize approximately 50% of his time in
providing the Consulting Services. Upon conclusion of this twelve month period
of time, in the event the Board of Directors of the Company is satisfied with
the performance of the Consultant, the Consultant shall be offered a two-year
extension of his Consulting Agreement. The Consulting Services shall mean, for
purposes of this Agreement, consulting with Company management in connection
with all aspects of the Company's exploration, development and production
projects. Nothing contained herein shall restrict the ability of the Consultant
to continue as a member of the Board of Directors of Xxxxx Oil & Gas, Inc., XCL,
Inc. or Global Minerals, Inc.. Consultant agrees to serve on the Board of
Directors of the Company while he is a consultant/employee. Upon the Company
commencing trading in the public securities markets, the Company shall maintain
errors and omissions insurance through the term of this Agreement.
EXHIBIT "B"
Compensation
The Consultant shall receive the following Compensation for the
provision of the Consulting Services (commencing upon the receipt by the Company
of at least $3 million pursuant to its July 1997 Private Placement Memorandum):
$5,000 per month plus all reasonable expenses incurred on
behalf of the Company (all amounts in excess of $500 per month shall require the
previous approval of the Company).
ADDENDUM TO CONSULTING AGREEMENT
Pursuant to the Consulting Agreement (the "Agreement") entered into as
of _____________________, 1997 (the "Effective Date"), by and between Beta Oil &
Gas, Inc. (the "Company"), and R. Xxxxxx Xxxxxxx ("Consultant"), it is hereby
agreed that in the event the Consultant is offered a position as a full-time
employee of the Company, his compensation shall be increased to a salary of
$125,000 per annum.
The Company
BETA OIL & GAS, INC.
By:
Xxxxx Xxxxx, President
The Consultant
R. XXXXXX XXXXXXX
EXTENSION OF CONSULTING AGREEMENT
DATED 6-23-97 BETWEEN
BETA OIL & GAS, INC. AND X.XXXXXX. XXXXXXX
WHEREAS, The Company and Consultant both agree to a two (2) year extension of
the Consulting Agreement as discussed in Exhibit "B" (2) of the Agreement by
today signing below with an effective date of June 23, 1998.
The Company
BETA OIL & GAS, INC.
By:
Xxxxx Xxxxx, President
The Consultant
R. XXXXXX XXXXXXX
