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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into by and between Xxxxxxx
Petroleum Corporation (the "Company"), having a business address at 00000
Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000, and Xxxxx X. Xxxx
("Executive"), having a mailing address at 000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxx
00000.
WHEREAS, the Company wishes to assure itself of the services of the
Executive for the period provided in this Agreement and the Executive wishes to
serve in the employ of the Company on the terms and conditions hereinafter
provided.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Company and the Executive hereby agree as
follows:
1. EMPLOYMENT. Upon the terms and subject to the conditions contained
in this Agreement, the Executive agrees to provide full-time services for the
Company and its parent corporation, Xxxxxxx Holdings, Inc. ("MHI") during the
term of this Agreement. The Executive agrees to devote his best efforts to the
business of the Company and MHI, and shall perform his duties in a diligent,
trustworthy, and business-like manner, all for the purpose of advancing the
business of the Company and MHI.
2. DUTIES. The duties of the Executive shall be those duties which can
reasonably be expected to be performed by a person with the title of Chief
Executive Officer of an oil and gas exploration and production company. The
Executive shall report directly to the Board of Directors of the Company and MHI
(collectively, the "Board"). The Executive's duties may, from time to time, be
changed or modified at the discretion of the Board.
3. EMPLOYMENT TERM. Subject to the terms and conditions hereof, the
Company agrees to employ the Executive for a term commencing as of April 1, 1998
(the "Effective Date") and continuing for two years thereafter, unless renewed
under this Section 3.
Commencing with the calendar quarter beginning on July 1, 1998, this
Agreement shall be automatically renewed for two-year terms on the first day of
each calendar quarter, unless either the Company or the Executive provides
written notice of election not to renew, at least 30 days before the applicable
renewal date.
4. SALARY AND BENEFITS.
(a) Base Salary. The Company shall pay the Executive an
initial annual base salary of $270,000 beginning on the Effective Date, pro
rated for
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periods of less than 12 months. Such salary shall be paid in bi-monthly
installments less applicable withholding and salary deductions. The
Executive's base salary shall be subject to review and may be increased
from time to time. The Company may not, however, reduce the Executive's
base salary in effect at any time during the term of this Agreement.
(b) Bonus. The Company shall pay the Executive an annual bonus
for each year during the term of this Agreement. Such bonus shall be
paid by January 31 of each subsequent year, following the year in which
a bonus is payable, (with the first bonus payable by January 31, 1999,
relating to the 1998 year) during the term of this Agreement, and on or
before the January 15 immediately following termination of this
Agreement under Section 3 above if the Agreement terminates as a result
of the failure to renew the Agreement by either the Company or the
Executive. Such annual bonus shall be an amount to be determined by the
Compensation Committee of the Board (the "Compensation Committee"), in
its sole discretion, provided, however, that such annual bonus shall be
not less than 50% and not greater than 100% of the Executive's base
salary for the applicable year.
(c) Stock Options. In accordance with a Stock Option Plan to
be established by MHI, the Executive shall receive options to purchase
shares of the capital stock of MHI upon the terms and conditions and in
such amounts as shall be determined in the sole discretion of the
Compensation Committee.
(d) Vacation. The Executive shall be entitled to paid vacation
during each full year of his employment hereunder in accordance with
the vacation policy adopted by the Company. Such vacations shall be
taken at such times as are consistent with the reasonable business
needs of the Company.
(e) Automobile. The Company will provide the Executive with an
automobile allowance for use by the Executive in connection with the
performance of his duties under this Agreement. The initial automobile
allowance shall be $1,200 per month.
(f) Reimbursement of Expenses. The Company shall reimburse the
Executive for all reasonable out-of-pocket expenses incurred by the
Executive in the course of his duties, in accordance with normal
policies.
(g) Employee Benefits. The Executive shall be entitled to
participate in the employee benefit programs generally available to
employees of the Company, and to all normal perquisites provided to
senior executive officers of the Company.
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(h) Benefits Not in Lieu of Compensation. No benefit or
perquisite provided to the Executive shall be deemed to be in lieu of
base salary, bonus, or other compensation.
5. TERMINATION OF EMPLOYMENT. The Board may terminate the employment of
the Executive at any time as it deems appropriate.
(a) Disability or Death. If, during the term of this
Agreement, the Executive's employment terminates due to total
disability (as such term is defined in Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended) or death, the Company shall pay to
the Executive all amounts payable under Section 4(a) above during the
remaining term of this Agreement (as provided in Section 3 above), as
well as any bonus already accrued but unpaid to the Executive under
Section 4(b) above, and the Company shall have no further obligation to
make any payment under this Agreement, except as may otherwise be
provided under the terms of any employee benefit programs in which the
Executive is participating. The amount of base salary payable under
this Section 5(a) shall be paid in bi-monthly installments, less
applicable withholdings and salary deductions, and any bonus payable
shall be paid in a lump sum, less applicable withholdings and salary
deductions. Any amount payable under this Section 5(a) shall be paid,
or commence to be paid, to the Executive or, in the event of the
Executive's death, his designee under Section 16(b), as soon as
practicable following the Executive's termination of employment. The
Company may terminate the Executive's employment for disability if the
Executive is incapacitated and absent from his duties hereunder on a
full-time basis for four consecutive months or for at least 180 days
during any 12 month period.
(b) Voluntary Resignation or Termination for Cause. If the
Executive shall voluntarily terminate his employment for any reason
other than Good Reason, as defined hereafter, or if the Company shall
discharge the Executive for Cause, as defined hereafter, this Agreement
shall terminate immediately and the Company shall have no further
obligation to make any payment under this Agreement which has not
already become payable, but has not yet been paid, except as may
otherwise be provided under the terms of any employee benefit program
in which the Executive is participating.
For the purposes of this Agreement, the Company shall have
"Cause" to terminate the Executive's employment hereunder upon (A) the
willful and continued failure by the Executive to perform his duties
with the Company (other than any such failure resulting from incapacity
due to physical or mental illness), after a demand for substantial
performance is delivered to the Executive by the Board which
specifically identifies the manner in which the Board believes that he
has not substantially performed his duties, or (B) the
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willful engaging by the Executive in gross misconduct materially and
demonstrably injurious to the Company. For purposes of this paragraph,
no act, or failure to act, on the Executive's part shall be considered
"willful" unless done, or omitted to be done, by him not in good faith
and without reasonable belief that his action or omission was not in
the best interest of the Company. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause unless
and until there shall have been delivered to him a copy of a resolution
duly adopted by the affirmative vote of not less than two-thirds (2/3)
of the entire authorized membership of the Board at a meeting of the
Board called and held for the purpose (after reasonable notice and an
opportunity for the Executive, together with counsel, to be heard
before the Board), finding that in the good faith opinion of the Board
he was guilty of conduct set forth above in clauses (A) or (B) of the
first sentence of this paragraph and specifying the particulars thereof
in detail.
(c) Termination Without Cause; Resignation for Good Reason. If
during the term of the Agreement, the Executive's employment is
terminated by the Company without Cause or the Executive voluntarily
terminates his employment for Good Reason:
(i) The Company shall continue to pay the Executive a
base salary as provided in Section 4(a) until the end of the
term of this Agreement as provided in Section 3 above;
(ii) The Company shall pay to the Executive in a lump
sum an amount equal to the value of any bonus already accrued
but unpaid to the Executive under Section 4(b);
(iii) The Executive shall have no further right to
receive any other compensation, or to participate in any other
plan, arrangement, or benefit, after such termination or
resignation of employment, except as may otherwise be provided
under the terms of any employee benefit programs in which the
Executive is participating.
For purposes of this Agreement, "Good Reason" shall mean:
(u) Without his express written consent, the
assignment to the Executive of any duties inconsistent with
his positions, duties, responsibilities and status with the
Company, or a change in his reporting responsibilities, titles
or offices, or any removal of the Executive from or any
failure to re-elect the Executive to any of such positions,
except in connection with the termination of his employment
for Cause, disability or retirement or as a result of his
death or by the Executive other than for Good Reason;
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(v) A reduction by the Company in the Executive's
base salary as in effect on the date hereof or as the same may
be increased from time to time;
(w) The Company's requiring the Executive to be based
anywhere other than Houston, Texas, except for required travel
on the Company's business to an extent substantially
consistent with his present business travel obligations, or,
in the event the Executive consents to any relocation, the
failure by the Company to pay (or reimburse the Executive) for
all reasonable moving expenses incurred by him relating to a
change of his principal residence in connection with such
relocation and to indemnify the Executive against any loss
(defined as the difference between the actual sale price of
such residence and the higher of (a) his aggregate investment
in such residence of (b) the fair market value of such
residence as determined by a real estate appraiser designated
by the Executive and reasonably satisfactory to the Company)
realized on the sale of the Executive's principal residence in
connection with any such change of residence;
(x) The failure by the Company to continue in effect
any benefit or compensation plan (including but not limited to
any stock option plan, pension plan, life insurance plan,
health and accident plan or disability plan) in which the
Executive is participating (or plans providing substantially
similar benefits), the taking of any action by the Company
which would adversely affect the Executive's participation in
or materially reduce his benefits under any of such plans or
deprive him of any material fringe benefit enjoyed by him, or
the failure by the Company to provide the Executive with the
number of paid vacation days to which he is then entitled on
the basis of years of service with the Company in accordance
with the Company's normal vacation policy in effect on the
date hereof;
(y) Any failure of the Company to obtain the
assumption of, or the agreement to perform, this Agreement by
any successor as contemplated in Section 16(a) hereof; or
(z) Any purported termination of the Executive's
employment which is not effected pursuant to a notice of
termination satisfying the requirements of Section 5(b) above
(and, if applicable, Section 3 above); and for purposes of
this Agreement, no such purported termination shall be
effective.
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(d) Mitigation of Amounts Payable Hereunder. The Executive
shall not be required to mitigate the amount of any payment provided
for in this Section 5 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this Section 5 be
reduced by any compensation earned by the Executive as the result of
employment by another employer after the date of termination, or
otherwise.
6. CONFIDENTIAL INFORMATION. The Company shall provide to the Executive
initial and ongoing information of members of the Company Group, as defined
hereinafter, which information is confidential and constitutes valuable, special
and unique property of such members of the Company Group. In return, the
Executive agrees that he shall not at any time, either during or subsequent to
the term of this Agreement, disclose to others, use, copy or permit to be
copied, except in pursuance of his duties for and on behalf of the Company, it
successors, assigns or nominees, any Confidential Information, as defined
hereinafter, of any member of the Company Group (regardless of whether developed
by the Executive) without the prior written consent of the Company.
As used herein, "Company Group" means the Company, and any entity that
directly or indirectly controls, is controlled by, or is under common control
with, the Company, and for purposes of this definition "control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through the
ownership of voting securities, by contract or otherwise.
The term "Confidential Information" with respect to any person means
any secret or confidential information or know-how and shall include, but shall
not be limited to, the plans, customers, costs, prices, uses, and applications
of products and services, results of investigations, studies or experiments
owned or used by such person, and all apparatus, products, processes,
compositions, samples, formulas, computer programs, computer hardware designs,
computer firmware designs, and servicing, marketing or manufacturing methods and
techniques at any time used, developed, investigated, made or sold by such
person, before or during the term of this Agreement, that are not readily
available to the public or that are maintained as confidential by such person.
The Executive shall maintain in confidence any Confidential Information of third
parties received as a result of his employment with the Company in accordance
with the Company's obligations to such third parties and the policies
established by the Company.
7. DELIVERY OF DOCUMENTS UPON TERMINATION. The Executive shall deliver
to the Company or its designee at the termination of his employment all
correspondence, memoranda, notes, records, drawings, sketches, plans, customer
lists, product compositions, and other documents and all copies thereof, made,
composed or received by the Executive, solely or jointly with others, that are
in the Executive's
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possession, custody, or control at termination and that are related in any
manner to the past, present, or anticipated business or any member of the
Company Group. In this regard, the Executive hereby grants and conveys to the
Company all right, title and interest in and to, including without limitation,
the right to possess, print, copy, and sell or otherwise dispose of, any
reports, records, papers, summaries, photographs, drawings or other documents,
and writings, and copies, abstracts or summaries thereof, that may be prepared
by the Executive or under his direction or that may come into his possession in
any way during the term of his employment with the Company that relate in any
manner to the past, present or anticipated business of any member of the Company
Group.
8. DISCLOSURE AND RECEIPT OF CONFIDENTIAL INFORMATION. The Executive
shall not, at any time during his employment, receive from persons not employed
by the Company, any Confidential Information, as described in Section 6 above,
not belonging to the Company, unless a valid agreement is authorized by the
Company and is signed by both the Company and by the disclosing party. The
Executive shall not use or disclose to other employees of the Company, during
his employment with the Company, Confidential Information belonging to his
former employers, former business associates, or any other third parties unless
written permission has been given by such third parties to the Company and
accepted by the Company to allow the Company to use and/or disclose such
information. The Executive shall defend and indemnify the Company Group for any
breach of the covenant contained in the preceding sentence.
9. INTELLECTUAL PROPERTY. The Executive shall hold in trust for the
benefit of the Company, and shall disclose promptly and fully to the Company in
writing, and hereby assigns, and binds his heirs, executors, and administrators
to assign, to the Company any and all inventions, discoveries, ideas, concepts,
improvements, copyrightable works, and other developments (the "Developments")
conceived, made, discovered or developed by him, solely or jointly with others,
during the term of his employment by the Company, whether during or outside of
usual working hours and whether on the Company's premises or not, that relate in
any manner to the past, present or anticipated business of any member of the
Company Group. All works of authorship created by the Executive, solely or
jointly with others, shall be considered works made for hire under the Copyright
Act of 1976, as amended, and shall be owned entirely by the Company. Any and all
such Developments shall be the sole and exclusive property of the Company,
whether patentable, copyrightable, or neither, and the Executive shall assist
and fully cooperate in every way, at the Company's expense, in securing,
maintaining, and enforcing, for the benefit of the Company or its designee,
patents, copyrights or other types of proprietary or intellectual property
protection for such Developments in any and all countries. Within one year
following the end of the term of this Agreement and without limiting the
generality of the foregoing, any Development of the Executive relating to any
subject matter on which the Executive worked or was informed during his
employment by the Company shall
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be conclusively presumed to have been conceived and made prior to the
termination of his employment (unless the Executive clearly proves that such
Development was conceived and made following the termination of his employment),
and shall accordingly belong and be assigned to the Company and shall be subject
to this Agreement.
10. FURTHER ACTS. At the request of the Company (but without additional
compensation from the Company during his employment by the Company) the
Executive shall execute any and all papers and perform all lawful acts that the
Company may deem necessary or appropriate to further evidence or carry out the
transactions contemplated in this Agreement including, without limitation, such
acts as may be necessary for the preparation, filing, prosecution, and
maintenance of applications for United States letters patent and foreign letters
patent, or for United States and foreign copyright, on the Developments.
11. NO TAMPERING. Throughout the term of the Agreement and through the
second anniversary of the expiration thereof, the Executive shall not request,
induce or attempt to influence any employee of any member of the Company Group,
as defined in Section 6, to terminate his or her employment with such member of
the Company Group.
12. PUBLICITY AND ADVERTISING. The Executive agrees that the Company
may use his name, picture, or likeness for any advertising, publicity, or other
business purpose at any time, during the term of the Agreement by the Company
and may continue to use materials generated during the term of the Agreement for
a period of six months thereafter. Such use of the Executive's name, picture, or
likeness shall not be deemed to result in any invasion of the Executive's
privacy or in a violation of any property right the Executive may have; and the
Executive shall receive no additional consideration if his name, picture or
likeness is so used. The Executive further agrees that any negatives, prints or
other material for printing or reproduction purposes prepared in connection with
the use of his name, picture or likeness by the Company shall be and are the
sole property of the Company.
13. REMEDIES. The Executive acknowledges that a remedy at law for any
breach or attempted breach of the Executive's obligations under Sections 6
through 12 may be inadequate, agrees that the Company may be entitled to
specific performance and injunctive and other equitable remedies in case of any
such breach or attempted breach, and further agrees to waive any requirement for
the securing or posting of any bond in connection with the obtaining of any such
injunctive or other equitable relief. The Company shall have the right to offset
against amounts to be paid to the Executive pursuant to the terms hereof any
amounts from time to time owing by the Executive to the Company. The termination
of the Agreement pursuant to Section 3, 5(a) or 5(b) shall not be deemed to be a
waiver by the Company of any breach by the Executive of this Agreement or any
other obligation
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owed the Company, and notwithstanding such a termination the Executive shall be
liable for all damages attributable to such a breach.
14. DISPUTE RESOLUTION. Subject to the Company's right to seek
injunctive relief in court as provided in Section 13 of this Agreement, any
dispute, controversy or claim arising out of or in relation to or connection to
this Agreement, including without limitation any dispute as to the construction,
validity, interpretation, enforceability or breach of this Agreement, shall be
exclusively and finally settled by arbitration, and any party may submit such
dispute, controversy or claim, including a claim for indemnification under this
Section 14, to arbitration.
(a) Arbitrators. The arbitration shall be heard and determined
by one arbitrator, who shall be impartial and who shall be selected by
mutual agreement of the parties; provided, however, that if the dispute
involves more than $500,000, then the arbitration shall be heard and
determined by three (3) arbitrators. If three (3) arbitrators are
necessary as provided above, then (i) each side shall appoint an
arbitrator of its choice within thirty (30) days of the submission of a
notice of arbitration and (ii) the party-appointed arbitrators shall in
turn appoint a presiding arbitrator of the tribunal within thirty (30)
days following the appointment of the last party-appointed arbitrator.
If (x) the parties cannot agree on the sole arbitrator, (y) one party
refuses to appoint its party-appointed arbitrator within said thirty
(30) day period or (z) the party-appointed arbitrators cannot reach
agreement on a presiding arbitrator of the tribunal, then the
appointing authority for the implementation of such procedure shall be
the Senior United States District Judge for the Northern District of
Texas, who shall appoint an independent arbitrator who does not have
any financial interest in the dispute, controversy or claim. If the
Senior United States District Judge for the Northern District of Texas
refuses or fails to act as the appointing authority within ninety (90)
days after being requested to do so, then the appointing authority
shall be the Chief Executive Officer of the American Arbitration
Association, who shall appoint an independent arbitrator who does not
have any financial interest in the dispute, controversy or claim. All
decisions and awards by the arbitration tribunal shall be made by
majority vote.
(b) Proceedings. Unless otherwise expressly agreed in writing
by the parties to the arbitration proceedings:
(i) The arbitration proceedings shall be held in
Dallas, Texas, at a site chosen by mutual agreement of the
parties, or if the parties cannot reach agreement on a
location within thirty (30) days of the appointment of the
last arbitrator, then at a site chosen by the arbitrators;
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(ii) The arbitrators shall be and remain at all times
wholly independent and impartial;
(iii) The arbitration proceedings shall be conducted
in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, as amended from time to
time;
(iv) Any procedural issues not determined under the
arbitral rules selected pursuant to item (iii) above shall be
determined by the law of the place of arbitration, other than
those laws which would refer the matter to another
jurisdiction;
(v) The costs of the arbitration proceedings
(including attorneys' fees and costs) shall be borne in the
manner determined by the arbitrators;
(vi) The decision of the arbitrators shall be reduced
to writing; final and binding without the right of appeal; the
sole and exclusive remedy regarding any claims, counterclaims,
issues or accounting presented to the arbitrators; made and
promptly paid in United States dollars free of any deduction
or offset; and any costs or fees incident to enforcing the
award shall, to the maximum extent permitted by law, be
charged against the party resisting such enforcement;
(vii) The award shall include interest from the date
of any breach or violation of this Agreement, as determined by
the arbitral award, and from the date of the award until paid
in full, at the prime rate of Xxxxx Fargo Bank, N.A. plus 2%
per annum; and
(viii) Judgment upon the award may be entered in any
court having jurisdiction over the person or the assets of the
party owing the judgment or application may be made to such
court for a judicial acceptance of the award and an order of
enforcement, as the case may be.
(c) Acknowledgment Of Parties. Each party acknowledges that he
or she or it has voluntarily and knowingly entered into an agreement to
arbitration under this Section by executing this Agreement.
15. GUARANTEE.
Xxxxxxx Holdings, Inc., a Texas corporation and the direct
parent of the Company, by its execution hereof, guarantees the
Company's obligations under
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this Agreement and agrees perform the Company's obligations hereunder
in the event the Company fails or is unable to do so.
16. MISCELLANEOUS PROVISIONS.
(a) Successors of the Company. The Company will require any
successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance
satisfactory to the Executive, expressly to assume and agree to perform
this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation from the
Company in the same amount and on the same terms as the Executive would
be entitled hereunder if the Executive terminated his employment for
Good Reason, except that for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed
the date of termination. As used in this Agreement, "Company" shall
mean the Company as hereinbefore defined and any successor to its
business and/or assets as aforesaid which executes and delivers the
agreement provided for in this Section 16 or which otherwise becomes
bound by all the terms and provisions of this Agreement by operation of
law.
(b) Executive's Heirs, etc. The Executive may not assign his
rights or delegate his duties or obligations hereunder without the
written consent of the Company. This Agreement shall inure to the
benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while
any amounts would still be payable to him hereunder as if he had
continued to live, all such amounts, unless other provided herein,
shall be paid in accordance with the terms of this Agreement to his
designee or, if there be no such designee, to his estate.
(c) Notice. For the purposes of this Agreement, notices and
all other communications provide for in the Agreement shall be in
writing and shall be deemed to have been duly given when delivered or
mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses set
forth on the first page of this Agreement, provided that all notices to
the Company shall be directed to the attention of the Chief Executive
Officer of the Company with a copy to the Secretary of the Company, or
to such other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.
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(d) Amendment; Waiver. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or
discharge is agreed to in writing signed by the Executive and such
officer as may be specifically designated by the Board. No waiver by
either party hereto at any time of any breach by the other party hereto
of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this
Agreement.
(e) Invalid Provisions. Should any portion of this Agreement
be adjudged or held to be invalid, unenforceable or void, such holding
shall not have the effect of invalidating or voiding the remainder of
this Agreement and the parties hereby agree that the portion so held
invalid, unenforceable or void shall, if possible, be deemed amended or
reduced in scope, or otherwise be stricken from this Agreement to the
extent required for the purposes of validity and enforcement thereof.
(f) Survival of the Executive's Obligations. The Executive's
obligations under this Agreement shall survive regardless of whether
the Executive's employment by the Company is terminated, voluntarily or
involuntarily, by the Company or the Executive, with or without Cause.
(g) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same instrument.
(h) Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Texas.
(i) Captions and Gender. The use of captions and Section
headings herein is for purposes of convenience only and shall not
effect the interpretation or substance of any provisions contained
herein. Similarly, the use of the masculine gender with respect to
pronouns in this Agreement is for purposes of convenience and includes
either sex who may be a signatory.
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IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the 1st day of April, 1998.
COMPANY:
XXXXXXX PETROLEUM CORPORATION
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
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Title: President
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GUARANTOR:
XXXXXXX HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXXX
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Name: Xxxxxxx X. Xxxxxx
-----------------------------
Title: President
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EXECUTIVE:
/s/ XXXXX X. XXXX
---------------------------------
XXXXX X. XXXX
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