EXHIBIT A Oil Containment Boom Rental Agreement

Exhibit 23

EXHIBIT A

Oil Containment Boom Rental Agreement

This Oil Containment Boom Rental Agreement (the “Agreement”) is made on this 19^th day of May, 2010 by and between Xxxxxxx Environmental Resources Corporation (“Xxxxxxx”), with principle offices in Texas and NYTEX Petroleum, Inc. (“NYTEX”), with principle offices located at 00000 Xxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, for the following purposes:

WHEREAS, Xxxxxxx is presently renting oil containment boom (“boom” or “Xxxxxxx’x boom”) and purchasing additional new boom to contractors through written agreements to be used in the Gulf of Mexico (“Gulf”) waters to contain the BP Global (“BP”) oil spill,

WHEREAS, there is a current significant demand for more boom to aid in the containment of oil in the Gulf,

WHEREAS, NYTEX is purchasing new boom to provide to Xxxxxxx to add to Xxxxxxx’x boom to be rented to contractors to be used in the Gulf waters to contain the BP oil spill,

NOW THEREFORE, the terms and conditions of this Agreement are as follows:

	1.		NYTEX will deliver mutually agreed amounts of linear footage of boom (“NYTEX boom”) to Xxxxxxx at mutually agreed delivery locations and at mutually agreed time periods.
	2.		Xxxxxxx will add the NYTEX boom to segments of Xxxxxxx’x boom at areas in the Gulf waters, and at Xxxxxxx’x sole discretion pursuant to Xxxxxxx’x agreements with contractors to rent such boom.
	3.		Xxxxxxx will notify NYTEX of the rental rates for NYTEX boom prior to placing it in the Gulf waters.
	4.		Xxxxxxx will add the NYTEX boom segments to Xxxxxxx’x rental agreements with contractors.
	5.		Xxxxxxx will pay NYTEX 100% of the rental payment amounts for the NYTEX boom that Xxxxxxx collects for the NYTEX boom until the point and time that NYTEX has received 100% of its cost of the delivered NYTEX boom from said rental payments (“payout”). After payout, Xxxxxxx will retain 50% of the rental payments and will remit to NYTEX 50% of the rental payments.
	6.		Xxxxxxx will remit all rental payments in accordance with this Agreement within five business days from Xxxxxxx’x receipt of each payment.
	7.		Xxxxxxx will keep the NYTEX boom segments segregated in all daily and other periodic billing and reporting records.
	8.		Xxxxxxx will provide copies of all xxxxxxxx and records created by Xxxxxxx that include NYTEX boom segments.
	9.		Xxxxxxx agrees that all NYTEX boom segments will be covered under the insurance carried by Xxxxxxx for Xxxxxxx’x boom.

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	10.		During the periods which NYTEX boom segments are being rented, Xxxxxxx will maintain all permits and licenses required for Xxxxxxx to provide such rentals. Xxxxxxx will provide NYTEX with copies of its permits and licenses upon NYTEX’s request.
	11.		General Contractors will supervise, inspect and direct the placement of NYTEX boom rental and perform required oversight diligently, competently and efficiently, devoting such attention to it and applying such skills and expertise as may be necessary to perform and complete the rental operations in a good workmanlike manner.
	12.		NYTEX agrees, and this Agreement hereby authorizes that at the point and time of the last day of rental of each segment or segments, the ownership of the NYTEX boom will transfer from NYTEX to Xxxxxxx.
	13.		Xxxxxxx will indemnify and hold harmless NYTEX against all claims, costs, losses and damages arising out of the negligence or willful misconduct of Xxxxxxx or any contractors, subcontractors, suppliers, any individual or entity directly or indirectly employed by Xxxxxxx regarding the NYTEX boom, or any breach of this Agreement by Xxxxxxx.
	14.		Both parties understand that the length of boom rental time periods for prior BP oil spills, which by comparison have all been significantly smaller in size than the Gulf oil spill, typically have lasted for a minimum of 45 days, after which BP has either negotiated to purchase the boom at fair market value, or request a percentage reduction in the boom rental rate. Both parties also understand that even though the Gulf oil spill is several times larger than prior oil spills and still ongoing, thereby making it possible that rental time periods last longer before BP attempts to negotiate to purchase the boom, or request a percentage reduction in the boom rental rate, if for any reason NYTEX has not received 100% of its cost of the delivered boom at the time of such purchase, Xxxxxxx will pay NYTEX 100% of the BP purchase amount until such amount, when added to the total rental payments received to that point and time by NYTEX, totals 100% of NYTEX’s cost of the delivered boom. The remaining amount of the total BP purchase price will be paid 50% to NYTEX and Xxxxxxx will retain the remaining 50%.
	15.		Neither party shall be responsible to the extent an unforeseen event beyond the control of that party prevents it from performing its obligations under this Agreement, but only if the failure to perform could not be avoided by the exercise of due care by that party. Examples of such events are natural disasters or other “Acts of God”, war, or terrorist acts. Such events do not include the failure of third parties such subcontractors to perform their obligations.
	16.		Xxxxxxx and NYTEX agree that notices required or allowed to be given herein shall be in writing and shall be given either by hand delivery, by certified or registered mail, return receipt requested, postage prepaid, by overnight delivery service, by facsimile or by email and sent to the addresses specified below. Any such notice shall

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be deemed effective upon receipt. Either party may change its address for purposes of this item by giving the other party notice of same in compliance with this item, and correspondences to the parties are as follows:

If to NYTEX:

NYTEX Petroleum, Inc.
Attention: Xxxxxxx Xxxxxx, President
00000 Xxxxx Xxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
000 000-0000 Phone
000 000-0000 Fax
xxxxxxx@xxxxxxxxxx.xxx

If to Xxxxxxx:

Xxxxxxx Environmental Resources Corp.
Attention: Xxxxx Xxxxxxxxx
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000
000 000-0000 Phone
xxxxx@xxxxxxxxxxxxxxxxxxxxxxxxxxxxx.xxx

17. This Agreement will be interpreted in accordance with the laws of the State of Texas.

By signing below, each party confirms that it has read this Agreement, understands it, and agrees to be bound by its terms.

NYTEX Petroleum, Inc.		Xxxxxxx Environmental Resources Corp.
/s/ Xxxxxxx Xxxxxx Xxxxxxx Xxxxxx		/s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx
President		President
May 18, 2010		May 19, 2010

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