CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 1st day of
May, 2001 is by and amongst Ohio & Southwestern Energy Co. (the "Company") and
Xxxxxxx X. Xxxxxxx (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Consultant is due approximately $40,000 as a result of a
prior agreement for services with the Company;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby has engaged the Consultant for legal services and
wishes to pay Consultant and has agreed to payment of fees due for services
already rendered through issuance of stock.
2. In partial consideration of the services already provided,
Consultant shall receive a fee equal to 5,883 shares of the Company's common
stock which shall be issued for $10,000 of the accrual due and owing as a result
of prior services rendered to the Company by the Consultant. An additional
amount of $10,000 worth of shares shall be registered on Form S-8 each 14 days
at the then market bid commencing date hereof until $40,000 in shares has been
registered and issued.
3. The Company will register all the compensation shares pursuant to a
registration statement on Form S-8.
4. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
5. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of Colorado. By entering into this Agreement, the parties
agree to the jurisdiction of the Colorado courts with venue in Jefferson, County
Colorado. In the event of any breach of this Agreement, the prevailing party
shall be entitled to recover all costs including reasonable attorney's fees.
6. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands an
seals the day and year first above written.
CONSULTANT: COMPANY:
Xxxxxxx X. Xxxxxxx OHIO & SOUTHWESTERN ENERGY CO.
/s/Xxxxxxx X. Xxxxxxx BY:/s/Xxxxx Xxxxxxxx
------------------ --------------------
Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxx, President
