AMENDMENT NO. 1 TO AGREEMENT FOR PROFESSIONAL SERVICES AND COMPENSATION
This Amendment No. 1 dated and effective this 21st day of August, 2000
(hereinafter the "Amendment") to the Agreement for Professional Services and
Compensation dated December 27, 1999, by and among Seneca Energy Partners L.P.,
a Texas Limited Liability Partnership ("Seneca"), its general partner, Xxxxxxxx
Investment Management, L.L.C. ("Xxxxxxxx"), a Texas Limited Liability Company
and Affiliated Resources Corporation, a Colorado corporation (hereinafter
referred to as the "Agreement") seeks to add additional parties to the Agreement
and to clarify specific terms in the Agreement; which Amendment is by and among
Seneca, Xxxxxxxx , Affiliated, Xxxxxxx X. Xxxxxx, a Texas resident ("Xxxxxx"),
and Xxx X. Xxxxxx, a Texas resident ("Xxxxxx").
WHEREAS, Xxxxxx and Xxxxxx actually owned the 85% limited partnership
interests in Seneca which were sold and transferred to Affiliated for the stock
option to purchase 425,000 shares of Affiliated common stock; and
WHEREAS, the Agreement specifically stated that it was Seneca that sold 85%
of its limited partnership interests to Affiliated which was not technically
accurate; and
WHEREAS, Xxxxxx, Xxxxxx and Seneca want to clarify this inaccuracy; and
WHEREAS, Affiliated desired management services from Xxxxxxxx in putting
together oil and gas programs for Affiliated; and
WHEREAS, there is no delineation in the Agreement of exactly what the
specific compensation was for the management services or the specific
compensation for the sale of the 85% of Xxxxxx and Xxxxxx'x limited partnership
interests in Seneca and the parties desire clarification of same;
NOW, THEREFORE, in consideration of the compensation stated hereinabove and
in the Agreement and the mutual covenants and agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Distinction of Compensation and Correction of Inaccurate
Information. Subject to the terms and conditions of the Agreement, the parties
hereto will characterize the compensation paid by Affiliated in the following
manner: (i) the irrevocable option granted to Xxxxxxxx to purchase 425,000
shares of common stock of Affiliated for the exercise price of $.10 per share
was the consideration for the sale by Xxxxxx and Xxxxxx of 85% of their limited
partnership interests in Seneca; and (ii) the issuance of 800,000 common shares
of Affiliated was compensation to Xxxxxxxx for its management services in
organizing oil and gas programs for Affiliated. This Amendment hereby adopts by
reference, as if fully set forth herein, the Agreement and all exhibits and
attachments thereto.
2. Miscellaneous.
(a) Amendment. This Amendment may be amended only by an
instrument in writing executed by the party against whom enforcement of the
amendment is sought.
(b) Complete Agreement. This Amendment together with the Agreement
shall constitute all the term and conditions and obligations concerning the
parties. Any and all terms not specifically covered within this Amendment are
set forth at length in the Agreement and are incorporated
herein by reference except that in the event of a conflict between this
Amendment and the Agreement, the Agreement shall prevail. This Amendment may
only be modified in a writing signed by all the parties hereto. The parties
shall execute and deliver such additional documents and take such additional
actions as any such party may reasonably deem to be practical and necessary or
advisable in order to effect and consummate the transactions contemplated by the
Agreement or this Amendment
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first written above in Killeen, Texas.
AFFILIATED RESOURCES CORPORATION
By: _____________________________
Xxxxx X. Xxxxxxx
SENECA ENERGY PARTNERS L.P.
By: _____________________________
Xxxxxxxx Investment Management, LLC,
General Partner
___________________________________
Xxxxxxx X. Xxxxxx, Limited Partner
___________________________________
Xxx X. Xxxxxx, Limited Partner
XXXXXXXX INVESTMENT MANAGEMENT, LLC
By: _____________________________
Xxxxxxx X. Xxxxxx, President
