March 1, 2004 William D. Burk
March 1, 2004
Xxxxxxx X. Xxxx
5002 X. Xxxxx Guebabi
Tucson, Arizona 85718
RE: Legal & Oil & Gas Consulting Services
Dear Xxxx:
This letter agreement, when accepted by you in the manner set forth below, shall identify the terms and conditions under which Xxxxxxx X. Xxxx ("Xxxx") has performed certain oil and gas consulting services and legal services to Petrol Oil and Gas, Inc. ("POGI"). Since August of 2003, Xxxx has assisted POGI in its oil and gas operations with regard to the coal bed methane project in and around Xxxxxx County, Kansas (hereinafter the "Coalbed Methane Project"). It is recognized that Xxxx has assisted POGI in ascertaining and locating potential working interest participants and also in the preparation of the various agreements with potential working interest partners and joint venturers required to facilitate and finance the Coalbed Methane Project (hereinafter collectively referred to as the "Services").
In consideration of the Services and for his continued assistance to XXXX, POGI hereby grants and conveys to Xxxx the following options in and to POGI common stock:
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an option to purchase up to 100,000 shares of restricted POGI common stock at a price of $1.25 per share. Xxxx shall have up to three (3) years from the date of this agreement to exercise all or part of such option and this option shall expire as to any shares not exercised within such three (3) year period.
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an option to purchase up to 200,000 shares of restricted POGI common stock at a price of $1.50 per share. Xxxx shall have up to three (3) years from the date of this agreement to exercise all or part of such option and this option shall expire as to any shares not exercised within such three (3) year period.
In addition to the foregoing, XXXX agrees to reimburse Xxxx for reasonable business expenses incurred in performing the Services. Such reimbursable expenses shall include, without limitation, reasonable travel, lodging and meal expenses which are normal and customary for performing the Services and shall also include those business trips performed at the request of POGI. Xxxx shall also be available to continue to assist POGI in the preparation of agreements with future farmout and working interest participants.
Xxxx and POGI also recognize that, from time to time, POGI may request Xxxx to provide specific legal or consultation services, in addition to the Services set forth above, that will require an inordinate amount of time and effort. In this event, Xxxx may perform such additional services on an hourly, daily or project fee basis, upon the agreement of both parties.
Very truly yours,
Petrol Oil & Gas Inc.
Xxxx Xxxxxxxx
President
AGREED TO AND ACCEPTED
This ___day of March, 2004
Xxxxxxx X. Xxxx
