Amendment to Consulting Agreement
Amendment
to Consulting Agreement
Whereas,
▇▇▇▇ ▇▇▇▇ Petroleum Corporation and ▇▇▇▇▇▇▇▇▇ Capital, Ltd. have entered into
Consulting Agreement dated January 15, 2008 (“Consulting
Agreement”).
Whereas,
the parties have mutually determined to amend the Consulting Agreement to cover
the additional services of Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ provides to the Company as
an officer and director, to extend the term of the Agreement, to provide a new
notice designation for the Company, and to account for the reincorporation and
name change from United Heritage Corporation to ▇▇▇▇ Rose Petroleum
Corporation.
NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and covenants herein
contained, it is agreed to amend the Consulting Agreement as
follows:
References to United Heritage
Corporation in the Consulting Agreement are hereby deemed to be references to
▇▇▇▇ ▇▇▇▇ Petroleum Corporation, a Delaware Corporation.
Sections
2, 3 and 19 of the Consulting Agreement are hereby amended and restated to
state:
2.
Services. The
Consultant agrees, to the extent reasonably required in the conduct of the
business of the Company, to provide the Company with its judgment and experience
with respect to business development services for the Company as it reasonably
requests. The services may include, without limitation, the
following:
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(a)
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Review
business plans and projections;
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(b)
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Review
and analyze financial data;
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(c)
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Advise
on the Company’s capital structure and on alternatives structures for
raising capital;
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(d)
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Review
and advise on prospective mergers and
acquisitions;
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(e)
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Advise
on issues relating to public
offerings;
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(f)
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Advise
the Company on debt refinancing;
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(g)
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Review
managerial needs and advise with respect to managerial candidates;
and
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(h)
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Advise
on issues relating to financial public
relations.
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(i)
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▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇, a principal of Consultant, serving as a member of the
Company’s Board of Directors.
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(j)
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▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇▇▇, a principal of Consultant, serving as the Company’s
president and chief financial
officers
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3. Term. The
Consultant’s retention hereunder shall be for a term of one year commencing on
the date of this Agreement until terminated in accordance with the terms of this
Agreement (the “Term”). This Agreement was renewed effective January
15, 2009 through the period of January 15, 2010 and is renewable for one-year
terms thereafter at the determination of the Board of Directors. This
Agreement may be terminated by either party upon 45 days written notice to the
other. No termination shall affect the Company’s obligation to pay
compensation owing pursuant to Paragraph 4.
19. Notices. All notices,
requests, consents, and other communications hereunder shall be in writing,
shall be addressed to the receiving party’s address set forth below or to such
other address as the party may designate by notice hereunder, and shall be
either (a) delivered by hand, (b) sent by recognized overnight courier, (c) sent
by facsimile transmission, or (d) sent by registered or certified mail, return
receipt requested, postage prepaid.
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If
to the Consultant:
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▇▇▇▇▇▇▇▇▇
CAPITAL LIMITED
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▇▇
▇▇▇ ▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇,
▇▇-▇▇▇▇
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Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
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If
to the Company:
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▇▇▇▇
▇▇▇▇ PETROLEUM CORPORATION
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c/o
Weisshorn Management
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▇▇▇ ▇▇▇▇▇
▇▇▇▇.
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▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇
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Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Facsimile:
▇▇▇-▇▇▇-▇▇▇▇
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All
notices, requests, consents and other communications hereunder shall be deemed
to have been given (i) if by hand, at the time of delivery thereof to the
receiving party at the address of such party set forth above, (ii) if sent by
overnight courier, on the next business day following the day such notice is
delivered to the courier service, (iii) sent by facsimile transmission, at the
time the receipt thereof has been acknowledged by electronic confirmation of
otherwise, or (iv) if sent by registered of certified mail, on the fifth
business day following the day such mailing is sent. The address of any party
herein may be changed at any time by written notice to the parties in accordance
with the preceding provisions.
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▇▇▇▇
ROSE PETROLEUM CORPORATION
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By:
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Name:
▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title:
Chair of Executive Committee of Board
of Directors
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▇▇▇▇▇▇▇▇▇
CAPITAL LIMITED
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By:
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Name:
▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
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Title:
Authorized
Signatory
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