AGREEMENT FOR CONSULTING SERVICES
AGREEMENT made and entered into as of this twenty-fourth day of June 2004 (the
"Agreement"), by and between Zeppelin Energy, Inc., a Delaware corporation (the
"Company") with principal offices at 00 Xxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxxxxxx
00000 and Xxxxxxx Xxxxx 0000-000 Xxxxxxx Xx., Xxxxxxxxx XX X0X 0X0
("Consultant").
Whereas, the Company is in the business of exploring and developing oil and
gas properties and related resource projects on a worldwide basis and software
and information technology.; and
Whereas, the Consultant is in the business of providing business advice,
management and oil and gas exploration and development services to companies and
the Company believes such experience is in its best interest to utilize, and
Whereas, the Company acknowledges that the Consultant has been performing such
services since June 1st, 2004 for the Company, and
Whereas, the Company formally desires to engage Consultant to continue to
provide such services in accordance with the terms and conditions hereinafter
set forth;
Now, therefore, the Company and Consultant agree as follows:
1. Engagement. The Company agrees to engage Consultant and Consultant agrees to
----------- provide business advice, management, and oil and gas development
and exploration services to the Company
2. Term. The term of this agreement shall commence on the date hereof and shall
----- continue for a period of one year.
3. Services. Consultant shall render advice and assistance to the Company
--------- on business and oil and gas related matters (the "Services")
and in connection there with shall:
(a) attend meetings of the Company's Board of Directors or Executive Committee
(s) when so requested by the Company;
(b) attend meetings at the request of the Company and review, analyze and report
on proposed oil and gas programs;
(c) consult with the Company concerning on-going strategic corporate planning
and long term corporate development policies, including any revision of the
Company's business plan related to the oil and gas field;
(d) consult with, advise and assist the Company in identifying, studying and
evaluating acquisition, joint venture, partnerships and strategic alliances in
the oil and gas field including the preparation of reports, outlines and studies
thereon when advisable, and assist in negotiations and discussions pertaining
thereto;
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(e) assist the Company in obtaining technical and advisory assistance from other
professionals where necessary or advisable, including, but not limited to
engineers and geologists;
(f) consult with, advise and assist the Company in the identification and
selection of additional staff, employees and professional advisors and assist
the Company in the evaluation, redeployment and/or retention of existing
employees;
(g) assist in the creation of exploration and development systems and
techniques for the acquisition and development of oil and gas properties
worldwide;
(h) assist the Company in implementing its product acquisition and drilling
program, including, but not limited to development of a more robust model for
the acquisition, exploration and production of oil and gas.
(i) provide the Company with advice related to aforementioned activities.
In connection with the Services to be rendered by Consultant, Consultant shall
report to the Board of Directors and President of the Company and shall consult
with those individuals on behalf of the Company in connection with its
obligations set forth above. Consultant agrees to make himself available to
evaluate all proposals that relate to any oil and gas business undertaken by the
Company, subject to the limitations of Section 5 and 7 hereof.
Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute opinions or
performance of work that is in the ordinary purview of a certified public
accountant or attorney or any work that is the ordinary purview of a registered
broker/dealer or in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.
4. Compensation.
------------
(a) The Company shal1 cause to be issued to the Consultant, as a non-refundable
retainer for services rendered and for entering into this agreement 450,000
(four hundred fifty thousand) shares of its Common Stock which shall be issued
pursuant to registration on Form S-8 under the Securities Act of 1933.
(b) All out-of-pocket expenses incurred by the Consultant in the performance of
the Services to be incurred hereunder shall be borne by the Company and paid
upon submission of appropriate documentation thereof, provided, however, prior
authorization is required for amounts in excess of $ 250.
5. Best Efforts Basis. Subject to Section 7 and the last sentence of Section 5
-------------------- hereof, Consultant agrees that he will at all times
faithfully and to the best of his experience, ability and talents perform all
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the duties that may be required of it pursuant to the terms of this Agreement.
The Company specifically acknowledges and agrees, however, that the services to
be rendered by Consultant shal1 be conducted on a "best-efforts" basis and has
not, cannot and does not guarantee that his efforts will have any impact on the
Company's business or that any subsequent corporate improvement will result from
his efforts.
6. Company's Right to Approve Transaction. The Company expressly retains the
---------------------------------------- right to approve, in its sole
discretion, each and every transaction introduced by Consultant that involves
the Company as a party to any agreement. Consultant and the Company mutually
agree that Consultant is not authorized to enter any agreement on behalf of the
Company.
7. Non-Exclusive Services. The Company understands that Consultant is currently
------------------------ providing certain advisory and business development
services to other individuals and entities and agrees that Consultant is not
prevented or barred from rendering services of the same nature or a similar
nature to any other individuals or entities and acknowledges that such Services
may from time to time conflict with the timing of and the rendering of
Consultant's services. In addition, Consultant understands and agrees that the
Company shall not be prevented or barred from retaining other persons or
entities to provide services of the same or similar nature as those provided by
Consultant.
8. Information Regarding Company. Consultant represents and warrants that it has
------------------------------ received copies of the Company's financial
statements and other disclosure documents (collectively, the "Disclosure
Documents"). Consultant represents that it has read the Disclosure Documents and
has reviewed all such information with his legal, financial and investment
advisors to are extent it deemed such review necessary or appropriate.Because of
the Company's financial condition and other actors, the receipt of capital
stock of the Company as compensation under this Agreement involves a high degree
of risk, including the risks that such stock may substantially decrease in
value or have no value. The Consultant acknowledges and accepts that risk.
As a result, Consultant is cognizant of the financial condition and operations
of the Company, has available full information concerning its affairs and
has been able to evaluate the merits and risks of being compensated in common
stock of the Company. Consultant represents and warrants to the Company that
it has received from the Company and has otherwise had access to all
information necessary to verify the accuracy of the information in the
Disclosure Documents.
9. Consultant Not an Agent or Employee. Consultant's obligations under this
------------------------------------- Agreement consist solely of the
services described herein. In no event shall Consultant be considered to be
acting as an employee or agent of the Company or otherwise representing or
binding the Company. For the purposes of the Agreement, Consultant is
independent contractor. All final decisions with respect to acts of the Company
or its affiliates, whether or not made pursuant to or in reliance on
information or advice furnished by Consultant hereunder, shall be those of the
Company or such affiliates and Consultant shall, under no circumstances, be
liable for any expenses incurred or losses suffered by the Company as a
consequence of such actions. Consultant agrees that all of his work product
relating to the Services to be rendered pursuant to this agreement shall
become the exclusive property of the Company. The parties acknowledge that the
Services provided by the Consultant hereunder are not in connection with the
offering or sale of securities of the Company in a capital raising transaction.
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10. Representations and Warranties of the Company. The Company represents and
---------------------------------------------- warrants to Consultant,
each such representation and warranty being deemed to be material, that:
(a) The Company will cooperate fully and timely with consultant to enable
Consultant to perform his obligations under this Agreement;
(b)The Board of Directors of the Company in accordance with applicable law has
duly authorized the execution and performance of this agreement by the Company;
(c)The performance by the Company of this Agreement will not violate any
applicable court decree, law or regulation nor it will violate any provision of
the organizational documents of the Company or any contractual obligation by
which the Company may be bound;
(d) Because Consultant will rely upon information being supplied it by the
Company, all such information shall be true, accurate, complete and not
misleading, in all material respects;
(e) The Shares, when issued, will be duly and validly issued, fully paid and
nonassessable with no personal liability to the ownership thereof;
(f) The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such materials
and will inform Consultant of any inaccuracies contained therein prior to
dissemination;
(g) The services to be provided by Consultant to the Company hereunder are not
in connection with or related to the offer or sale of securities of the Company
in a capital raising transaction.
11. Representations and Warranties of Consultant. By virtue of the execution
-------------------------------------------- hereof, and in order to
induce the Company to enter into this Agreement, Consultant hereby represents
and warrants to the Company as follows:
(a) He has full power and authority to enter into this Agreement, to enter into
a consulting relationship with the Company and to otherwise perform this
Agreement in the time and manner contemplated;
(b) He has the requisite skill and experience to perform the services and
to carry out and fulfill his duties and obligations hereunder;
(c)The services to be provided by Consultant to the Company hereunder are not in
connection with or related to the offer or sale of securities of the Company in
a capital raising transaction,
(d) Consultant is not an affiliate of or associated with any broker-dealers or
associated with any finders which the doing or have done business with the
Company.
12. Liability of Consultant. In furnishing the Company with health and wellness
------------------------ management advice and other services as herein
provided, Consultant shall not be liable to the Company or its creditors for
errors of judgment or for anything except malfeasance or gross negligence in
the performance of his duties or reckless disregard of the obligations and
duties under the terms of this Agreement. It is further understood and agreed
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that Consultant may rely upon information furnished to it reasonably believed
to be accurate and reliable and that, except as set forth herein in the first
paragraph of this Section 12, Consultant shall not be accountable for any loss
suffered by the Company by reason of the Company's action or non-action on
the basis of any advice, recommendation or approval of Consultant.
The parties further acknowledge that Consultant undertakes no responsibility for
the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
13. Confidentiality. Until such time as the same may become publicly known,
---------------- Consultant agrees that any information provided it by
the Company, of a confidential nature will not be revealed or disclosed to any
person or entities, except in the performance of this Agreement, and upon
completion of the term of this Agreement and upon the written request of the
Company, any original documentation provided by the Company will be returned to
it.Consultant will, where it deems necessary, require confidentiality agreements
from any associated persons where it reasonably believes they will come in
contact with confidential material.
14. Notice. All notices, requests, demands and other communications provided for
------- by this Agreement shall, where practical, be in writing and shall
be deemed to have been given when mailed at any general or branch United States
Post office enclosed in a certified post-paid envelope and addressed to the
address of the respective party first above stated. Any notice of change of
address shall only be effective however, when received.
15. Successors and Assigns. This Agreement shall inure to the benefit of and be
----------------------- binding upon the Company, its successors, and
assigns, including, without limitation, any corporation which may acquire all
or substantially all of the Company's assets and business or into which the
Company may be consolidated or merged and Consultant and his heirs and
administrators.
Consultant agrees that it will not sell, assign, transfer, convey, pledge or
encumber this Agreement or his right, title or interest herein, without the
prior written consent of the Company, this Agreement being intended to secure
the personal services of Consultant.
16. Termination. Consultant agrees that the Company may terminate this
------------ Agreement at any time providing prior written notice of
termination to Consultant. Any notice of termination shall only be effective
however, when received.
The Company agrees that the Company may terminate this Agreement at any time
providing prior written notice of termination to the Company. Any notice of
termination shall only be effective however, when received.
17. Applicable Law. This Agreement shall be deemed to be a contract made
---------------- under the laws of the State of Delaware, and for all
purposes shall be construed in accordance with the laws of said state. The
Company;
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(i) agrees that any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted exclusively in Delaware State District
Court or in the United States District Court for the State of Delaware,
(ii) waives any objection which the Company may have now or hereafter to the
venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Delaware State
District Court, County of Xxxxx, and the United States District Court for the
State of Delaware in any such suit, action or proceeding.
18. Other Agreements. This Agreement supersedes all prior understandings and
----------------- agreements between the parties. This Agreement may not
be amended orally, but only by a writing signed by the parties hereto.
19. Non-Waiver. No delay or failure by either party in exercising any right
----------- under this Agreement, and no partial or single exercise of
that right shall constitutes a waiver of that or any other right.
20. Heading. Headings in this Agreement are for convenience only and shall not
-------- be used to interpret or construe its provisions.
21. Counterparts. This Agreement may be executed in two or more counterparts,
------------- each of which shaI1 be deemed an original but all of which
together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have executed this Agreement the day and
year first above written.
Zeppelin Energy, Inc.
By:/s/Xxxxx Xxxxxxxx
-------------------------
Xxxxx Xxxxxxxx, President
Consultant
By:/s/Xxxxxxx Xxxxx
-------------------
Xxxxxxx Xxxxx
