EXHIBIT 10.3
CONSULTING PAYMENT PLAN
This consulting payment plan is dated as of February 1, 1997 and is between
Xxxxxx X. Xxxx, A Professional Corporation, ("Consultant") and Geo Petroleum,
Inc., a California corporation, ("Geo") and is made with reference to the
following facts:
RECITALS:
A. Consultant has heretofore rendered legal services to Geo and it is expected
that Consultant shall continue to render such services in the future.
B. Geo desires that Consultant have an economic state in Geo as consideration
for services that Consultant has rendered in the past and for those which
Consultant is expected to render in the future, except those services which
relate to financing or capital raising activities of Geo.
C. Geo desires to preserve its capital and is therefore offering Consultant
the ability to exchange fees due for legal services for shares of the
common stock, no par value, of Geo.
AGREEMENT:
1. No Retainer Agreement. This agreement does not constitute an agreement for
the provision of legal services by Consultant.
2. Exchange of Fees for Shares. From time to time Geo will become indebted to
Consultant for legal fees and costs incurred in the performance of services
to Geo. During the term of this agreement, Consultant may on a monthly
basis exchange amounts due it from Geo for shares of the common stock of
Geo, no par value, on the exchange basis set forth in paragraph 3.
3. Exchange Basis. The exchange basis shall be the average bid price of the
common stock as reported on the OTC Electronic Bulletin Board during the
first five trading days of the month during which Consultant elects to
effect an exchange.
4. Excluded Items. Consultant shall not be permitted to exchange fees or costs
incurred in connection with the offer or sale of securities of Geo in a
capital raising transaction.
5. Manner of Exchange. Consultant shall provide Geo with a notice in the form
of that attached hereto as Exhibit A prior to the first day of the month
during which fees are to be exchanged for common stock. Promptly after the
calculation of the number of shares which are to be issued based upon such
notice, Geo will cause certificates for the appropriate number of shares to
be issued to Consultant.
6. Term. The term of this agreement shall be from the date hereof until
December 31, 1998.
GEO PETROLEUM, INC.
By____________________
XXXXXX X. XXXX, A
PROFESSIONAL CORPORATION
By_____________________
EXHIBIT A TO CONSULTING
PAYMENT PLAN
NOTICE OF ELECTION
The undersigned hereby elects to exchange _______________________ dollars
($___________) of fees heretofore billed for shares of common stock of Geo
Petroleum, Inc.
The valuation date for the exchange shall be the first five trading days of the
month of _____________19_.
Very truly yours,
XXXXXX X. XXXX, A
PROFESSIONAL CORPORATION
By___________________________
