CONSULTING AGREEMENT
THIS AGREEMENT dated for reference January 12, 2001, is between Wet Coast
Management Corp., a British Columbia company ("Wet Coast"), of 0xx Xxxxx, 0000
Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0, and fax (000) 000-0000; and San
Xxxxxxx Resources Inc., a Nevada company ("San Xxxxxxx"), of 1305 - 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0, and fax (000) 000-0000.
WHEREAS San Xxxxxxx is in the oil and gas business and intends to acquire
Pannonian Energy Inc., a Delaware company in the oil and gas business ("PEI"),
and Wet Coast has agreed to provide financing, public relations, investor
relations and advertising services to San Xxxxxxx, IN CONSIDERATION of the
following mutual promises, the parties agree that:
1. Engagement. San Xxxxxxx engages Wet Coast to provide the services
described in paragraph of this agreement and Wet Coast accepts the
engagement.
2. Term. This agreement is effective for twelve months from February 1,
2001 (the "Term").
3. Services. Wet Coast, working with San Xxxxxxx and PEI, will provide the
following services (collectively the "Services") during the Term to
broaden San Joaquin's exposure to the financial and business
communities:
a. Public Relations Services. Wet Coast will design and implement
a public relations program through the financial media and
will introduce San Xxxxxxx to potential business alliances.
b. Investor Relations Services. Wet Coast will design and
implement an investor relations program directed to financial
industry analysts, financial institutions, brokerage firms,
individual brokers and the investing public.
c. Advertising Services. Wet Coast will develop a marketing and
branding strategy for San Xxxxxxx that may involve electronic,
print or broadcast advertising in financial media.
4. Approval of San Xxxxxxx. Wet Coast will make no public announcements or
issue oral or written material concerning San Xxxxxxx without the
express approval of San Xxxxxxx.
5. Provision of Services. Wet Coast will provide the Services upon the
terms and conditions contained in this agreement. Wet Coast will assign
three of its employees to provide the Services. These individuals will
be Xxxx Xxxxxxx, Xxxxxxx Xxxxxxxxxx and Xxxxx Xxxxx (the "Employees").
However, Wet Coast may retain the services of qualified professional
firms or persons to assist with or to provide the Services. San Xxxxxxx
acknowledges that Wet Coast maintains similar consulting relationships
with other public and private companies.
6. Fee for the Services. San Xxxxxxx will pay Wet Coast in advance for the
Services at the rate of $5,000 per month (the "Fee") on the first day
of each month during the Term of this agreement.
CONSULTING AGREEMENT 2/3
7. Stock Options for Employees. San Xxxxxxx will immediately grant an
aggregate of options for 20,000 common shares to Wet Coast for the
Employees pursuant to the terms of San Joaquin's stock option plan. Wet
Coast will determine the number of options to be allocated to each
individual Employee. The options will vest immediately and expire at
the end of twelve months from the day on which they are granted.
8. Reimbursement of Expenses. San Xxxxxxx will reimburse Wet Coast for any
expenses incurred while providing the Services, including its long
distance telephone, fax, postage and photocopying expenses. Normal
overhead expenses of Wet Coast, such as secretarial, incidental legal,
etc. are included within the monthly fee payable by San Xxxxxxx. Wet
Coast will submit its expense report for each month as soon as possible
in the following month. San Xxxxxxx will pay the expense report within
10 days of receiving it. Wet Coast must obtain San Joaquin's approval
for any expense in excess of a monthly total of $5000 of expenses
reimbursable under this Agreement.
9. Covenants of San Xxxxxxx. If requested by Wet Coast to enable it to
provide the Services, San Xxxxxxx will, at its own cost,
a. provide administrative, technical and managerial support,
b. ensure that members of its executive and management teams
designated by Wet Coast are available to attend meetings with
institutional investors, investment bankers, lending
institutions and high net worth individual investors, and with
members of Wet Coast or agents of Wet Coast,
c. provide any corporate information, documentation and material
requested by Wet Coast, and
d. provide any material and sign any document that is required to
obtain daily DTC sheets for San Xxxxxxx.
10. San Joaquin's Expenses. San Xxxxxxx will bear for its own account all
of the costs of providing the information, support and human resources
described in paragraph 8.
11. Direction. Wet Coast will report to the C.E.O. or the C.O.O of San
Xxxxxxx, and reporting to either is deemed to be reporting to both.
12. Termination. Either party may terminate this agreement with 30 days'
written notice. If San Xxxxxxx terminates this agreement, it must pay
any unpaid Fee and any expenses incurred to date of termination.
13. Non-exclusive. San Xxxxxxx may engage any other person to provide
similar services as provided by Wet Coast during the Term, provided San
Xxxxxxx first provides written notice to Wet Coast to avoid
duplications and conflicts. San Xxxxxxx acknowledges that any
information gathered or contacts generated by Wet Coast as it provides
the Services are the exclusive property of Wet Coast.
14. Currency. "$" means United States dollars unless otherwise indicated.
15. Independent Legal Advice. San Xxxxxxx acknowledges that this agreement
was prepared for Wet Coast by Jeffs & Company Law Corporation and that
it may contain terms and conditions onerous to it. San Xxxxxxx
expressly acknowledges that Wet Coast
CONSULTING AGREEMENT 3/3
has given it adequate time to review this agreement and to seek and
obtain independent legal advice, and represents to Wet Coast that it
has in fact sought and obtained independent legal advice and is
satisfied with the terms and conditions of this agreement.
16. Notices. Any notice that must be given or delivered under this
agreement must be in writing and delivered by hand to the address or
transmitted by fax to the fax number given for the party on page 1 and
is deemed to have been received when it is delivered by hand or
transmitted by fax unless the delivery or transmission is made after
4:00 p.m. or on a non-business day where it is received, in which case
it is deemed to have been delivered or transmitted on the next business
day. Any payments of money must be delivered by hand or wired as
instructed in writing by the receiving party. Any delivery other than a
written notice or money must be made by hand at the receiving party's
address. Any notice sent to San Xxxxxxx during the pendency of the
Pannonian Energy merger should also be sent to Xxxxxx Xxxxxx, Esq. at
fax 000-000-0000.
17. Governing Law. This agreement is governed by the laws of British
Columbia and must be litigated in the courts of British Columbia.
18. Assignment. Wet Coast may assign its interest in this agreement to a
company formed for the purpose of providing the Services.
19. Enurement. This agreement enures to the benefit of and binds the
parties and their respective successors and permitted assigns.
20. Entire Agreement. This agreement constitutes the entire agreement
between the parties and supersedes all previous agreements,
negotiations, and discussions between the parties regarding consulting
services. This agreement may be amended or varied only by a written
agreement signed by all of the parties.
21. Counterparts. This agreement may be signed in counterparts and
delivered to the parties by fax, and the counterparts together, whether
original or faxed, constitute one original document.
CONSULTING AGREEMENT 4/3
THE PARTIES' SIGNATURES below are evidence of their agreement.
Wet Coast Management Corp. San Xxxxxxx Resources Inc.
_________________________________ ________________________________
Authorized signatory Authorized signatory
Approved:
This agreement has been reviewed
and approved by Pannonian Energy, Inc.
_____________________________________
Authorized signatory
