Consulting Agreement
This Consulting Agreement (the "Agreement") is made as of January 1,
2003 by and between Xxxxxx Xxxxxxx and Xxxx Xxxxxxxx (the "Consultants") and
Empiric Energy, Inc. (the "Company").
WITNESSETH:
WHEREAS, the Company requires and will continue to require consulting
services relating to management, planning, marketing, supervision of operations
and negotiation of contracts for participation in the drilling and development
of oil and gas properties in connection with its business; and
WHEREAS, the Consultants have provided, and will continue to provide
the Company with planning, marketing, supervision and negotiation services and
are desirous of performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultants to continue to
provide these services for the Company; and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultants and Consultants agree to render
services to the Company as consultants upon the terms and conditions hereinafter
ser forth.
2. TERM
The term of this Consulting Agreement begins as of January 1, 2003 and
shall continue until December 31, 2003.
3. SERVICES
During the term of this Consulting Agreement, the Consultants shall
continue to provide advice to and undertake for and consult with the Company
concerning management, marketing, consulting, planning, corporate organization
and structure and financial matters in connection with the operations of the
businesses of the Company, expansion of services, acquisitions and business
opportunities and shall review and advise the Company regarding its overall
progress, needs and condition. Consultants agree to provide on a timely basis
the following enumerated services plus any additional services contemplated
thereby:
a. The implementation of short range and long-term strategic planning to
fully develop and enhance the Company's assets, resources, products and
services,
a. The implementation of a marketing program to enable the Company to
broaden its markets and promote the image of the Company,
a. Advise the Company relative to the identification, evaluation,
structuring, negotiating and closing of joint venture, strategic
alliances, business acquisitions and the continued advice with regard
to the ongoing managing and operating of such acquisitions and ventures
upon consummation thereof.
4. DUTIES OF THE COMPANY
The Company shall provide the Consultants, on a regular and timely
basis, with all approved data and information about it, its operations, assets
and liabilities as shall be reasonably requested by Consultants, and shall
advise such Consultants of any facts which would affect the accuracy of any data
and information previously supplied to the Consultants. The Company shall
promptly supply the Consultants with full and complete copies of all financial
reports, filings with all federal and state securities agencies; full and
complete copies of all stockholders reports; all data and information supplied
by any financial analyst and with all brochures or other materials related to
the Company.
5. COMPENSATION
The Company will pay to each Consultant 450,000 shares of common stock
for a total of 900,000 shares of common stock as full compensation for
consulting services rendered and to be rendered. The shares to be delivered to
the Consultants hereunder shall be delivered upon registration under the
Securities Act of 1933 on Form S-8. The Company shall use its best efforts to
cause registration of the shares as soon as practicable after the date hereof. A
total of 600,000 shares, 300,000 shares each shall be delivered immediately upon
registration. The remaining 300,000 shares, 150,000 shares each, shall be
delivered after October 1, 2003 and not later than December 31, 2003 if, and
only if, the Consulting Agreement has not been terminated by either party.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to be making a continuing representation of
the accuracy of any and all facts, material information and data which it
supplies to Consultants and acknowledges its awareness that Consultants will
rely on such continuing representation in disseminating such information and
otherwise performing their advisory functions. The Consultants, in the absence
of notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultants represent
that they have knowledge of and experience in providing the aforementioned
services.
7. MISCELLANEOUS
Termination:
This Consulting Agreement may be terminated at any time, for
any or no reason by either party upon written notice.
Modification:
This Consulting Agreement sets forth the entire understanding
of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing and signed
by all parties.
Notices:
All notices, requests, demands and other communications called
for or contemplated hereunder shall be in writing, and shall
be addressed to the Parties, their successors in interests or
their assignees at the addresses set forth below by the
Parties signatures, or such other addresses as the Parties may
supply from time to time in writing.
Waiver:
Any waiver, by any Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to
be a waiver of any other breach of that provision or of any
breach of any other provision of this Consulting Agreement.
The failure of a Party to insist upon strict adherence to any
term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term or any
other term of this Consulting Agreement.
Severability:
If any provision of this Consulting Agreement is invalid,
illegal or unenforceable, the balance of this Consulting
Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and
circumstances.
Disagreements:
Any dispute or other disagreement arising from or out of this
Consulting Agreement shall be submitted to arbitration under
the rules of the American Arbitration Association and the
decision of the arbiter(s) shall be enforceable in any court
having jurisdiction thereof. Texas law shall govern the
interpretation and the enforcement of this Agreement as
applied to residents of the State of Texas in relation to
contracts executed in and to be performed solely within the
State of Texas. In the event a dispute is arbitrated, the
Prevailing Party (as determined by the arbiter(s) shall be
entitled to recover that Party's reasonable attorney's fees
incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Empiric Energy, Inc.
Consultant Consultant
/s/Xxxxx X. Xxxx /s/Xxxxxx Xxxxxxx /s/Xxxx Xxxxxxxx
--------------- ----------------- -----------------
Xxxxx X. Xxxx Xxxxxx Xxxxxxx Xxxx Xxxxxxxx
CEI 1012 N Sleepy Hollow 0000 Xxxxx Xxxxx
Xxxxxx, XX 00000 Xxxxxxx, XX 00000
00000 Xxxxxx Xx, Xxxxx 000
Xxxxxxx, XX 00000
