EXHIBIT 10.2
AGREEMENT
This agreement ("Agreement") is entered into on July 26, 1999 by and
between MGPX Ventures, Inc., a Nevada corporation (the "Company"), and Xxxxxxx
X. Peak, an individual ("Peak").
WHEREAS, on this date the Board of Directors of the Company authorized
the Company to pursue opportunities in the oil and gas industry and appointed
Peak as a Director of the Company and, effective immediately upon the execution
and delivery of this Agreement, as the President, Chief Executive Officer and
Secretary of the Company; and
WHEREAS, Xxxxx Xxxxx ("Young") has agreed to resign from his positions
with the Company as President, Chief Executive Officer, Secretary, and Director
effective immediately upon the execution and delivery of this Agreement,
continuing thereafter to serve as a consultant to the Company on terms to be
negotiated;
NOW, THEREFORE, the parties agree as follows:
1. APPOINTMENT. Immediately upon the execution and delivery of this
Agreement by the parties, Peak shall become the Company's President, Chief
Executive Officer and Secretary; provided, however, that Peak's appointment to
all of these positions shall terminate automatically in the event that Peak
shall not have satisfied both of the following conditions by 5:00 p.m. Pacific
Time on Thursday, August 26, 1999 (the "Deadline"):
a. CAPITAL RAISING. Peak shall raise not less than $600,000 in
new equity financing for the Company (delivered to the Company's account by the
Deadline) through an exempt private placement of the Company's common stock.
b. PREFERRED STOCK. Peak shall carry out the resolution of the
Board of Directors, adopted on this date, which provides that all cumulative
dividends payable by the Company with respect to its Series B Preferred Stock
(the "Preferred Stock") shall be paid in full, and also that the Company shall
solicit the consent of holders of the Preferred Stock to allow the Company to
convert the Preferred Stock into Common Stock at an adjusted conversion rate of
30 shares of Common Stock for each outstanding share of Preferred Stock (i.e.,
one common share for each $1.00 paid for the Preferred Stock).
2. GENERAL PROVISIONS.
a. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and the successors and assigns of the Company;
provided, however, it is understood and agreed that the services to be rendered
and the duties to be performed by Peak hereunder are of a special, unique and
personal nature and that it would be difficult or impossible to replace such
services, and by reason thereof, Peak may not assign either the benefits or the
obligations of this Agreement.
b. This Agreement is the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior and written
agreements and negotiations between the parties.
c. This Agreement may not be modified except by a written
instrument signed by the parties hereto.
d. This Agreement may be executed and delivered in one or more
counterparts, and each such counterpart when executed and delivered shall be
deemed to be an original; provided, that all such counterparts shall together
constitute one and the same instrument.
e. Delivery of this Agreement by facsimile transmission shall
be deemed to create a valid and enforceable agreement.
f. This Agreement is made with reference to the laws of the
State of California and shall be governed by and construed in accordance
therewith. Any litigation concerning or to enforce the provisions of this
Agreement shall be brought in the courts of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE COMPANY: PEAK:
MGPX Ventures, Inc.
By:____________________________________ _________________________________
Xxxxx Xxxxx, President, Chief Xxxxxxx X. Peak
Executive Officer and Secretary
I hereby resign from my positions as President, Chief Executive
Officer, Secretary and Director of MGPX Ventures, Inc. (the "Company"),
effective immediately upon the execution and delivery of that certain Agreement
by and between the Company and Xxxxxxx X. Peak dated July 26, 1999.
Date: ____________________ __________________________________________
Xxxxx Xxxxx
