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CONSULTING AGREEMENT
TERM SHEET
Parties: Key Energy Group, Inc. ("Key"), Midland Acquisition
Corp. ("Midland") and Xxxxx X. Xxxxxxxxxx
Consulting Services: In connection with the Agreement and Plan of Merger by
and among Key, Midland and Xxxxxx Production Services,
Inc., Xx. Xxxxxxxxxx will provide consulting services
to Key and Midland (and the Surviving Corporation in
the Merger) to the extent reasonably requested.
Term: 3 years
Consulting Fees: $100,000 per year paid on a monthly basis (net of
withholding taxes).
Non-Compete Provision: During the term of this Agreement, Xx. Xxxxxxxxxx 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.
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.
Acknowledged and Agreed
to the 11th day of August, 1998: KEY ENERGY GROUP, INC.
By: /s/ Xxxxxxx Xxxx
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Name:
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Title:
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MIDLAND ACQUISITION CORP.
By: /s/ Xxxxxxx X. XxXxxxxx
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Name:
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Title:
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/s/ Xxxxx X. Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx