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EXHIBIT 4.6
CONSULTING AGREEMENT
This Agreement is entered into this 12th day of August, 1997, by
and between Lone Star International Energy, Inc., a Nevada
Corporation, 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000
(hereinafter referred to as "Lone Star") and Xxxxx XxxXxxxxxxx, 0000
Xxxxxxxxxx Xx., Xxxx Xxxx, XX 00000 (hereinafter referred to as
"MacCaughern" or "Consultant").
WITNESSETH
WHEREAS, Lone Star is engaged in the energy technology
development and manufacturing and in the oil and gas industry, and is
seeking to secure a NASDAQ listing; and,
WHEREAS, MacCaughern's main business is in the area of corporate
development for publicly traded companies.
NOW THEREFORE, in consideration of the foregoing, the parties
agree as follows:
Section I
Corporate Development for
Lone Star International Energy, Inc.
MacCaughern shall perform the following services:
1. Assist the Corporation in obtaining its NADAQ listing,
including the search for a possible merger candidate with a current
listing, and the necessary due diligence of such a merger candidate.
2. Negotiate with the holders of the Corporation's convertible
debentures for a possible buy-out by the Corporation.
3. Assist the Corporation in creating awareness of the
Corporation's goods and services.
4. Assist the Corporation in securing a new Investment Banking Firm
representation.
Section II
Compensation
MacCaughern's compensation shall be paid as follows:
1. For the services rendered under Section I hereof, MacCaughern shall
be paid 500,00 shares of the Corporation's freely tradable common stocks filed
under S-8 registration.
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Section III
Term
The term of this Agreement shall be for thirty-six (36) months and may
be renewed or restructured with the written consent of both parties.
Section IV
Scope of Duties
MacCaughern acknowledges that it may not make any representations about
the future performance of the Corporation, nor guarantee its results.
Section V
Relationship of Parties
This Agreement shall not constitute an employer-employee relationship.
It is the intention of each party that Consultant shall be an independent
contractor and not an employee of the Corporation. Consultant shall bear sole
responsibility for its actions and any representations made on behalf of the
Corporation. All compensation paid to Consultant shall constitute earnings to
Consultant and be classified as income. The Corporation shall not withhold any
amounts therefrom as federal or state income tax withholding, or as employee
contribution to Social Security or any other employer withholding applicable
under state or federal law.
Section VI
Disclosure of Information
Consultant agrees not at any time (during or after the term of this
agreement), to disclose or use, except in the pursuit of business of the
Corporation, any proprietary information of the Corporation. Proprietary
information may be defined as all information which is known only to
Consultant, other consultants, employees of the Corporation or its affiliates
or any other interested parties. It may relate to specific matters including
patent applications, trade secrets, secret processes, identities of suppliers
or customers of the Corporation or any of its affiliates. Consultant also
acknowledges that all such information represent the exclusive property of the
Corporation.
Section VII
Miscellaneous
Consultant agrees and acknowledges that the compensation referred to in
Section II shall be for consulting services ONLY, and is not due for capital
raising. Any capital that may be
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raised by Consultant shall entitle Consultant to a success fee to be determined
at the time of the funding.
In the event of default or breach of this Agreement, the interpretation
of this Agreement shall be governed by the local law of the State of Texas, and
both parties hereby consent to the jurisdiction of Tarrant County, Texas.
IN WITNESS THEREOF, the parties have executed this Agreement to be
effective and binding upon the parties as of the date first herein mentioned.
Lone Star International Energy, Inc.
/S/ X.X. XXXXXXX
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X.X. Xxxxxxx, President
Consultant
/S/ XXXXX XXXXXXXXXXX
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Xxxxx XxxXxxxxxxx
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