AMENDMENT TO CONSULTING AGREEMENT
Exhibit
10.2
AMENDMENT
TO CONSULTING AGREEMENT
This Amendment to the Consulting
Agreement (“Amendment”),
effective as of April 22, 2009 is entered into by and between PACIFIC ASIA
PETROLEUM, INC. (successor-in-interest to Advanced
Drilling Services, LLC (“ADS”)),
a Delaware corporation (herein referred to as the “Company”), Liviakis
Financial Communications, Inc., a California corporation (herein referred to as
the “Consultant”), and
Xxxxxxx Xxxxx, an employee of Consultant.
WITNESSETH:
WHEREAS, the Company and
Consultant entered into a Consulting Agreement effective March 10, 2005 (the
“Consulting
Agreement”), concerning the engagement of Consultant as an investor
relations firm; and
WHEREAS, the parties wish to
amend the Consulting Agreement so that Consultant shall continue to provide its
investor relations services to the Company and the Company has agreed to provide
additional consideration for such continued service;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter set forth, the
parties hereto agree as follows:
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1.
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All
references to “Company” contained in the Consulting Contract shall be
deemed to mean “Pacific Asia Petroleum, Inc., a Delaware
corporation.”
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2.
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Section
1 of the Consulting Agreement is amended and restated in its entirety to
read as follows:
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“Term of
Consultancy. The Company hereby agrees to retain the
Consultant to act in a consulting capacity to the Company, and the Consultant
hereby agrees to provide the services specified herein to the Company through
May 7, 2011 (the “Term”), unless
earlier terminated as set forth herein.”
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3.
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Section
4(a), (b) and (c) of the Consulting Agreement are amended and restated in
their entirety to read as follows:
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“a) For
undertaking this engagement, the Company agrees to issue the following shares of
the Company’s Common Stock (“Shares”) to the
Consultant and Xxxxxxx Xxxxx, subject to Board approval, as
follows:
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i.
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Seven
hundred ninety thousand (790,000) Shares to the Consultant as soon as
reasonably practicable following the effective date of this Amendment (the
“Consultant
Grant”); and
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ii.
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Seventy
nine thousand (79,000) Shares to Xxxxxxx Xxxxx as soon as reasonably
practicable following the effective date of this Amendment (the “Xxxxx
Xxxxx”).
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b) Each
grant of Shares set forth in Section 4(a) above shall be granted by the Company
at a price equal to the fair market value per share of the Shares as determined
by the Board of Directors of the Company as of the date of grant, with the sole
consideration for the issuance of such Shares being the agreement by Consultant
to provide the services to the Company as set forth herein.
c) At
the time of each Share grant, each of the Consultant and Xxxxxxx Xxxxx shall
enter into a Subscription Agreement for Shares in substantially the form
attached hereto as Exhibit
A.”
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4.
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Section
9 of the Consulting Contract is amended and restated in its entirety to
read as follows:
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“The
Company may terminate this Agreement at any time by sending written notice
thereof to the Consultant on or before such date. If the Company
terminates this Agreement, the Company shall have no further liability or
obligation to the Consultant or Xx. Xxxxx under this Agreement.”
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5.
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Except
to the extent modified hereby, the Consulting Agreement shall remain in
full force and effect.
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6.
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This
Amendment shall be binding upon and inure to the benefit of the parties
and their successors and assigns.
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IN WITNESS WHEREOF, the
parties have caused the Amendment to be executed as of the date and year first
referenced above.
“The
Company” PACIFIC ASIA PETROLEUM,
INC.
Date: 4/22/09 By:
/s/ Xxxxx X.
Xxxxxxxxxx
Xxxxx Xxxxxxxxxx,
President
“The
Consultant” LIVIAKIS FINANCIAL COMMUNICATIONS,
INC.
Date: 4/24/09 By:
/s/ Xxxx
Xxxxxxxx
Xxxx Xxxxxxxx, President
Date: 4/24/09 /s/ Xxxxxxx
Xxxxxx
Xxxxxxx Xxxxx
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