GENERAL CONSULTING AND SERVICE AGREEMENT
This Agreement is made and entered into as of February 25, 1999
between Texas International Petroleum, Inc. ("Company"), a Texas
corporation, Pilares Oil & Gas, Inc. ("Pilares") a Texas
corporation, and WolfStone Corporation ("Guarantor") a Nevada
corporation.
WHEREAS, the Company desires to contract for certain consulting
and other services from Pilares and Pilares desires to provide
these services to the Company, and
WHEREAS, the Company is in the oil and gas business and is in
need of seasoned management and operations expertise, and
WHEREAS, Pilares is comprised of individuals who are seasoned and
expert in all phases of management and operations of the oil and
gas business, and
WHEREAS, Guarantor, which owns 100% of the authorized and issued
shares of the Company, is willing to guarantee payment to Pilares
for services performed in behalf of the Company,
NOW THEREFORE, in consideration of the premises and the promises
contained herein, the Company, Pilares, and Guarantor agree as
follows:
Pilares shall be responsible for:
Acquiring geological information on the Company's existing and
future reserves and reserves as potential acquisitions from
persons known to Pilares to be competent, for choosing exact
locations for drilling of the oil and gas xxxxx, for negotiation
of reserve leases, and for advising and consulting to the Board
of Directors of the Company and to the Board of Directors of
Guarantor pertinent to any phase of the oil and gas business.
The Company shall be responsible for:
Payment (reimbursement or cash advance) to Pilares for out-of-
pocket expenses, with no element of profit or markup added
thereto, all such expenses being charged on an actually incurred
or estimated basis. Payment shall be made within 30 days after
receipt of invoices for same unless other arrangements are agreed
upon in given instances. Payments on a quarterly basis to
Pilares in four equal portions of the base One Hundred and
Seventy Five Thousand ($175,000) U.S. Dollars, annual consulting
fee, said fee being a point of this Agreement. Each quarterly
payment shall be in the amount of $43,750.
The Guarantor shall be responsible for:
Payment to Pilares at any fee due date in event the Company for
any reason is not able to make the payment as due. In event the
Company is not able to pay a fee due to Pilares, the Guarantor
shall have the right to pay Pilares in cash (that is, check, bank
draft or wire), or in lieu of cash, with its Common Shares, on a
"for services rendered" basis in order that Pilares may have said
shares rendered salable in the public market.
Subject to approval of the respective Board of Directors of each
of the concerned companies, being a party hereto, this Agreement
shall become effective as of the date first specified above and
shall continue to be in full force for a period of three (3)
years. Pilares may terminate this Agreement at any time by
presenting to the Company, not less than thirty (30) days notice.
Pilares may at its option continue this Agreement for two
additional, three year periods by advising the Company and the
Guarantor, of Pilares' intent, at least 45 days in advance of the
expiration date of the Agreement of the latest renewal. The
Company may terminate this Agreement with no less than thirty
(30) days notice to Pilares, only in event of a change in the
management of Pilares. At the end of each three year interval
the amount of the annual consulting fees shall be open for
renegotiations. However, dependent upon the Company's financial
condition at these intervals, all parties will cooperate by not
forcing undo financial stress on the Company by increasing the
consulting and service fees as stated heretofore.
IN WITNESS WHEREOF, the Company, Guarantor, and Pilares have
caused this Agreement to be executed and attested as of February
25, 1999.
For WolfStone Corporation (WSC) For Texas International Petroleum
By: /s/ Xxxxx X. Xxxxx By: /s/ X.X. Xxxxxxx
Xxxxx X. Xxxxx, Acting Secretary XX Xxxxxxx, Director
For Pilares Oil & Gas, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx, Director
