Mr. Joseph Gittelman
Xx.
Xxxxxx Xxxxxxxxx
0000
Xxxxxx Xxxxx
Houston,
Texas 77027
August
17, 2005
VIA
EMAIL:
Xxxxxxx@xxx-xx.xxx
Re:
|
Ignis
Petroleum Corporation - Exploration Advisor Consultant
Agreement
|
Dear
Xxx:
It
is
with great pleasure that I extend to you the consulting position of Exploration
Advisor. In your role, you will be a member of the Company's Board of Advisors
whose responsibility is to work towards fulfilling the Company's goals, while
providing ongoing recommendations to the executive team and board of directors,
both strategic and tactical in nature. The agreement is for one year from
the
date of signing with two, one-year options to renew as mutually
agreed.
POSITION
SUMMARY
- You
will be responsible for providing input on matters of strategic, business
development and technical importance, and will be an advisor to the executive
team. The position overview is provided in Exhibit A and specific milestones
for
the first year in Exhibit B. You will be instrumental in Ignis' technical
planning and evaluation and participate in fund raising as requested. This
is a
part-time position that will typically require two or more days per month
in
total commitment. At critical times, such as opportunity evaluation and
planning, the time commitment may be more, but this would be considered
unusual.
COMPENSATION
- You
will be provided a combination of cash, restricted common stock and common
stock
options as detailed in Exhibit C. We will provide you a cash retainer which
will
be replenished monthly. You will be granted up to 350,000 shares of Ignis
Petroleum Group, Inc. stock over a period of three years. And you will be
provided common stock options coinciding with the successful placement of
funds
into the company in which you personally assisted. A form 1099 will be provided
at the end of each year for the payment of your services.
We
are
excited about your participation and are confident of the contributions you
will
make to achieve the goals of Ignis Petroleum.
AGREEMENT
- Please
indicate your acceptance by signing below.
/s/
Xxxxxxx X. Xxxxxx
|
/s/
Xxxxxx Xxxxxxxxx
|
|
By:
Xxxxxxx X. Xxxxxx
|
By:
Xxxxxx Xxxxxxxxx
|
|
Its:
President and CEO
|
Its:
Exploration Advisor
|
|
Date:
August 25, 2005
|
Date:
August 25, 2005
|
EXHIBIT
A
CONSULTANT
EXPLORATION ADVISOR OVERVIEW
POSITION
SUMMARY
The
holder of this position will be responsible for providing guidance and oversight
of all exploration-related matters of the company and work within the senior
management team on business strategy and development planning. The Advisor
will
be highly-skilled in petroleum geology and the geosciences with a 20+ year
track
record of finding and developing oil & gas. The position will report to the
CEO and COO.
EXPECTED
INVOLVEMENT
Be
a key
member of the senior management team and company's technical leader on all
exploration-related activities
Lead
company's activities as defined below leveraging industry contacts and
consultants
Participate
part-time with potential to increase time commitment commensurate with company
success
AREAS
OF RESPONSIBILITY
Business
strategy and planning
Prospect
identification, evaluation and risk assessment
Petroleum
geology and geoscience
Seismic
acquisition and interpretation
Field
development planning, joint ventures, and negotiations
REQUIREMENTS
BS
or MS
degree in geology or related field and significant exploration
experience
Senior
technical and business management experience in major or independent oil
&
gas company
with progressive leadership positions
Well-respected
technical leader with strong industry affiliations
CONFIDENTIALITY
No
disclosure of trade secrets; proprietary or confidential information of the
Company or affiliate obtained during the course of this agreement except
as
required to carry out the terms of this agreement. No information regarding
prospects evaluated on behalf of Ignis Petroleum Corporation shall be shared
with or acted upon with third-parties without the prior written consent of
the
CEO or COO
EXHIBIT
B
12-MONTH
MILESTONES
During
the next twelve months we expect that you will help Ignis Petroleum to achieve
the following critical milestones:
Completion
of business strategy and plan with senior management team
Development
of work processes related to:
Data
acquisition and interpretation
Prospect
identification and evaluation, and farm-outs
Geological
and geophysical analysis
Resource
estimation, risk assessment an portfolio balancing .
Development
planning
Evaluation
and/or generation of prospective opportunities
Completion
of major funds placement, participate in select "road show" events as requested
by CEO and COO
Introductions
to industry people who can provide technical services or can be full-time
employees. Participate in the interviewing of prospective employees as
requested
Source,
review and negotiate prospective opportunities to advance the cause the company.
Help establish and manage relationships with prospective joint-venture
partners
EXHIBIT
C
CONSULTANT
OPERATIONS ADVISOR COMPENSATION
CASH
COMPENSATION:
$1,500
retainer, replenished monthly as appropriate
Advisory
services at prorated rate of $750 (USD) per day (1)
RESTRICTED
STOCK: Total
amend of 350,000 common shares granted as follows:
Purpose
|
Timing
|
Granted
shares
|
Sign-on
|
At
time of signing
|
43,750
|
Funds
placement (equity or
convertible preferred stock
or similar)
|
At
time of successful funds
placement*
|
43,750
|
Advisory
services
|
February
9, 2006
|
43,750
|
Advisory
services
|
August
9, 2006
|
43,750
|
Advisory
services
|
February
9, 2007
|
43,750
|
Advisory
services
|
August
9, 2007
|
43,750
|
Advisory
services
|
February
9, 2008
|
43,750
|
Advisory
services
|
August
9, 2008
|
43,750
|
Total
|
350,000
|
*
At
least $10 million of cumulative placement
BONUS
STOCK
OPTIONS:
Award of
7,500 non-qualified common share options, at a strike price of $1.00 for
each
$1,000,000 funds rated in which you had a part, (minimum $3,000,000 cumulative
raised) for a maximum total of 125,000 common share options issued pursuant
to
the non-qualified plan to be adopted by the company.
SERVICE
PRORATION:
Either
party can terminate the relationship without need for cause before the end
of
the one year. Upon such termination, the Exploration Advisor will keep whatever
stock has been granted to that time. The Exploration Advisor agrees to provide
transitional advisory services for a period of up to three months without
further stock grants, however, normal cash compensation will remain in
effect.
REIMBURSABLE
EXPENSES:
Reimbursed for reasonable and customary expenses incurred on behalf of and
in
furtherance of the business of the Company and upon approval of such expenses,
Ignis shall promptly (within 30 days) provide reimbursement for such
expenses.
Note:
(1)
Should the total cash compensation exceed $50,000 in any 12-month period
then
the Company may enter into discussions to convert the position to either
a
part-time or full-time employee of the Company, as required.