CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is entered into as of
_____________________, 1997 (the "Effective Date"), by and between BETA OIL &
GAS, INC., a Nevada corporation (the "Company"), and DAHLIA FINANCIAL LIMITED, a
corporation ("Consultant").
RECITALS
WHEREAS, the Company desires to retain the Consultant to provide the
services set forth in Exhibit A hereto for the benefit of the Company (the
"Consulting Services");
WHEREAS, Consultant is engaged in the business of providing the
Consulting Services and desires to provide the Consulting Services to the
Company in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
A G R E E M E N T
1. Appointment and Duties. The Company hereby engages Consultant to
perform the Consulting Services commencing upon the date of this Agreement and
terminating in accordance with the terms set forth in Exhibit A. Consultant
agrees to accept such engagement upon the terms and conditions set forth herein.
Consultant shall faithfully and diligently perform the Consulting Services.
2. Compensation. Subject to the termination of this Agreement as
provided herein, the Company shall compensate Consultant for the performance of
the Consulting Services hereunder upon the terms and conditions set forth
in attached Exhibit B hereto
3. Non-Exclusive; Non-Disclosure.
3.1 Consultant agrees to perform Consultant's Consulting
Services efficiently and to the best of Consultant's ability. It is anticipated
that the Consultant shall spend as much time as deemed necessary by the
Consultant in order to perform the obligations of Consultant hereunder.
Notwithstanding the foregoing, the Company acknowledges and agrees that
Consultant's engagement with the Company is not exclusive and that Consultant is
engaged in other business endeavors and reserves the right to continue to do so
throughout the terms of this Agreement.
3.2 Consultant acknowledges that Consultant may have access to
proprietary information regarding the business operations of the Company and
agrees to keep all such information secret and confidential and not to use or
disclose any such information to any individual or organization without the
Company's prior written consent.
4. Independent Contractor. Both the Company and the Consultant agree
that the Consultant will act as an independent contractor in the performance of
its duties under this Agreement. Nothing contained in this Agreement shall be
construed to imply that Consultant, or any employee, agent or other authorized
representative of Consultant, is a partner, joint venturer, agent, officer or
employee of the Company.
5. Term; Termination.
(a) Consultant may terminate this Agreement immediately for
cause at any time without notice. For purposes of this subsection (b), "cause"
for termination by Consultant shall be (i) a breach by The Company of any
material covenant or obligation hereunder; or (ii) the voluntary or involuntary
dissolution of the Company.
(b) The Company may terminate this Agreement for cause at any
time without notice. For purposes of this subsection (c), "cause" for
termination shall be: (i) any felonious conduct or material fraud by Consultant
in connection with The Company; (ii) any embezzlement or misappropriation of
funds or property of The Company by Consultant; (iii) any material breach of or
material failure to perform any covenant or obligation of Consultant under this
Agreement; or (iv) gross negligence by Consultant in the performance of his
duties under this Agreement.
6. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto their respective devisees, legatees, heirs,
legal representatives, successors, and permitted assigns. The preceding sentence
shall not affect any restriction on assignment set forth elsewhere in this
Agreement.
7. Notices. Any notice, request, demand, or other communication given
pursuant to the terms of this Agreement shall be deemed given upon delivery, if
hand delivered, or forty-eight (48) hours after deposit in the United States
mail, postage prepaid, and sent certified or registered mail, return receipt
requested, correctly addressed to the addresses of the parties indicated below
or at such other address as such party shall in writing have advised the other
party.
If to the Company: Beta Oil & Gas, Inc.
000 Xxxx Xxxxxx Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
If to Consultant: Dahlia Financial Limited
Road Town, Tortola, BVI
c/o Privatim Finance
Xxxxxxxxxxxxxx 0, Xxxxxxxx 000
XX-0000 Xxxxxx, Xxxxxxxxxxx
8. Entire Agreement. Except as provided herein, this Agreement contains
the entire agreement of the parties, and supersedes all existing negotiations,
representations, or agreements and all other oral, written, or other
communications between them concerning the subject matter of this Agreement.
9. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which shall
together constitute one and the same instrument.
10. Modification. No change, modification, addition, or amendment to
this Agreement shall be valid unless in writing and signed by all parties
hereto.
11. Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration, the
prevailing party shall be reimbursed by the non-prevailing party for all
reasonable expenses incurred in resolving such dispute, including reasonable
attorneys' fees exclusive of such amount of attorneys' fees as shall be a
premium for result or for risk of loss under a contingency fee arrangement. In
the event of such a dispute, it shall be resolved at the Orange County,
California office of the American Arbitration Association.
12. Assignment. Neither party shall assign its rights or obligations
under this Agreement without the express prior written consent of the other
party.
13. Arbitration. If a dispute or claim shall arise with respect to any
of the terms or provisions of this Agreement, or with respect to the performance
by either of the parties under this Agreement, then either party may, with
notice as herein provided, require that the dispute be submitted under the
Commercial Arbitration Rules of the American Arbitration Association.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"The Company"
BETA OIL & GAS, INC.
BY: /s/Xxxxx Xxxxx
ITS: President
"The Consultant"
DAHLIA FINANCIAL LIMITED
BY:/s/Xxxx Xxxxxx
ITS:Director
EXHIBIT "A"
Description of Consulting Services
During the pendency of this Agreement, the Consultant shall serve
perform international public relations services for the Company.
EXHIBIT "B"
Compensation
The Consultant shall receive the following Compensation for the
provision of the Consulting Services:
400,000 warrants to purchase common stock of the Company at an exercise
price of $5.00 for a term of five years (the "Warrants"). 133,333 of the total
of 400,000 Warrants shall be callable at the option of the Company, on and after
the date that its Common Stock is traded on any exchange, including the NASD
Bulletin Board, at a Market Price, as defined below, equal to or exceeding $7.00
per share for 10 consecutive trading days. The remaining 266,667 of the total of
400,000 Warrants shall not be callable by the Company in any event. Further
provisions and representations regarding the Warrants are set forth in full in
those certain Warrant Agreements executed between the Company and the Consultant
on even date herewith.
