BUSINESS CONSULTING SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into this 15th day of August,
2005, between Gulf Coast Oil & Gas, Inc. a Nevada corporation (the "Company"),
and Xxxxxxxxx Energy, Inc., ("Consultant").
WITNESSETH:
WHEREAS, the Company and consultant desire to enter into this Business
Consulting Services Agreement to provide for compensation to be paid and
provided by the Company to Consultant in connection therewith, and to set forth
the rights and duties of the parties in connection therewith; and
WHEREAS, Consultant is engaged in the business of, among other things,
providing consulting and business advisory services and the Company seeks these
services for the Company.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereby agree as follows:
1. Services. Consultant shall during the term of this Agreement provide
the following services to the Company:
(a) Consultant is hereby engaged by the Company to provide Xxxxx
Xxxxxxxxx as an oil and gas technical and operational consultant in an
advisory capacity for the term of this Agreement. During the term of this
Agreement, Consultant may render services of a business, professional or
commercial nature to any other person or firm so long as it does not
materially interfere with Consultant's services hereunder.
(b) Consultant is an independent contractor who shall be solely
responsible for complying with all applicable state and federal laws and
regulations concerning the activities of the Consultant, including the
business and operations of the Consultant.
(c) Consultant shall provide oil and gas technical and operational
advisory services hereunder as may be reasonably requested by the Company,
from time to time; subject to the mutual understanding and written
agreement between the Company and Consultant.
2. Term
The term of engagement covered by this Agreement (the "Term") shall
begin on the date of this Agreement and shall continue until terminated by
either party within ten (10) days advance written notice.
3. Compensation
(a) Stock Compensation
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For all services Consultant may render to the Company during
the Term, the Company shall issue to Consultant as
compensation for its services 300,000 shares of the Company's
common stock with legend. On a performance basis, the Company
may release stock to Consultant. The Company also agrees to
issue further stock to Consultant on future projects referred
or operated by Consultant. No schedule for release or issue
has been made.
(b) Business Expenses
Consultant shall be entitled to the following:
Upon delivery of proper documentation therefore, Consultant
shall be reimbursed for all reasonable and necessary travel,
hotel and other business expenses when incurred on Company
business, subject to a written estimate or statement which is
provided by the Consultant to the Company and approved by the
president.
(c) Day Rate
Day Rate shall be incurred when Consultant has been engaged by
the Company to provide consulting services on projects not
referred directly by the Consultant. Consultant shall also be
entitled to a day rate of 750 USD when actively engaged by the
Company's Chief Executive Officer, plus a one percent (1%)
O.R.R.I. with regard to any opportunity or project recommended
by Consultant, accepted and acquired by the Company. Such
ORRI, when earned, shall be properly filed pari-passu with the
Company's leases giving rise to the ORRI.
4. Governing Law.
This agreement shall be governed by and construed according to the
laws of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first set forth above.
GULF COAST OIL & GAS, INC.
"Company"
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
XXXXXXXXX ENERGY, INC.
"Consultant"
By: /s/ Xxxxx Xxxxxxxxx
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Xxxxx Xxxxxxxxx
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