EXHIBIT 10.3
July 27, 1999
Xx. Xxxxx Xxxxx
00000 Xxxxxxx Xxxx. Xxxxx 000.
Xxxxxx, XX 00000
Dear Xx. Xxxxx:
This letter, when signed by both of us, will constitute an agreement
with respect to the matters set forth herein:
1. We agree that you will serve in the capacity of a
non-exclusive consultant to the Company through October 31,
1999, or until the Company's next shareholder meeting is held,
whichever is sooner.
2. Your compensation will be a total of $20,000, payable at the
rate $2,000, per month, with a balloon payment of $14,000 at
the completion of the shareholders meeting. In no event shall
the balloon payment be made later than October 31, 1999. In
addition, you will be reimbursed for any expenses incurred on
behalf of the Company. Prior approval will be required for any
expense exceeding $100.
3. As a consultant to the Company your assignments will include
assisting in the preparation and filing of all necessary
public disclosure forms, including the Company's Form 10KSB
for the year ended June 30, 1999, A Proxy Statement for the
shareholders meeting to be held prior to October 31, 1999, a
Private Placement Memorandum and Subscription Agreement for
the upcoming offerings of the Company's common stock.
4. Facilitate due diligence by Xxxxxx, Xxxxx & Xxxxxxx and Xxxxxx
Xxxxxxxx.
5. Facilitate the payment of dividends owed to the preferred
shareholders, and the vote to convert their shares, in
accordance with the July 26, 199 Board of Directors
resolution.
6. Maintain the Company's California bank accounts, and make
payments as authorized by the CEO or CFO.
7. Upon the request of the CEO or CFO transfer cash and Company
records to Houston office.
8. Perform such other consulting assignments as may reasonably
be requested by the CEO or CFO.
9. You will be afforded an opportunity to purchase no less than
100,000 shares of common stock at a price of 10cents a share,
under the same terms as other outside investors purchasing
shares in the upcoming private placement.
If the foregoing fully sets forth our understanding, please indicate
this by signing below.
Very truly yours,
MGPX Ventures, Inc.
By: Xxxxxxx X. Peak
President and Chief Executive Officer
The foregoing is understood, acknowledged, accepted and agreed to:
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XXXXX XXXXX
