1
CONSULTING AGREEMENT
TERM SHEET
Parties: Key Energy Group, Inc. ("Key"), Midland
Acquisition Corp. ("Midland") and Xxxxxxx X.
Xxxxxx
Consulting Services: In connection with the Agreement and Plan of
Merger by and among Key, Midland and Xxxxxx
Production Services, Inc., Xx. Xxxxxx will provide
consulting services to Key and Midland (and the
Surviving Corporation in the Merger) to the extent
reasonably requested with proper Notice
___________ less than 40 hours per month.
Term: 3 years
Consulting Fees: $250,000 per year paid on a monthly basis (net of
withholding taxes) and normal accruing expenses in
the normal course of business.
Non-Compete Provision: During the term of this Agreement, Xx. Xxxxxx
shall not, in the Continental United States,
directly or indirectly engage in the following
businesses: (i) workover rig services, including
completion of new xxxxx, maintenance and
recompletion of existing xxxxx (including
horizontal recompletions) and plugging and
abandonment of xxxxx at the end of their useful
lives; (ii) liquid services, including vacuum
truck services, frac tank rental and salt water
injection; and/or (iii) production services,
including well test analysis, pipe testing,
slickline wireline services and fishing and rental
tool services. Additionally, Xx. Xxxxxx shall not
own an interest in any company that is not
publicly traded and engages in the foregoing
businesses except that he may own or invest in a
Company that engages in, and he may himself engage
in, the fishing and rental tools services business
operating only in that portion of the state of
Texas bounded by Interstate Highway 10 on the
south and Interstate 37 on the west.
Definitive Agreement: The definitive agreement shall contain usual and
customary terms, including terms relating to the
confidentiality of information and the
non-solicitation of employees.
