EXHIBIT 99.8
EXECUTION VERSION
CONSULTING AGREEMENT
This Consulting Agreement (this "AGREEMENT"), is entered into as of the
30 day of July, 1999, by and between American Resources Offshore, Inc., a
Delaware corporation, ("ARO") and MAP II, L.L.C., a Kentucky limited liability
company ("CONSULTANT"). ARO and Consultant may be referred to herein as
collectively, the "PARTIES" or individually as a "PARTY".
RECITALS:
A. As a condition to closing the transactions between ARO and Blue Dolphin
Exploration Company pursuant to that certain Investment Agreement dated
effective as of July, 1999, (the "INVESTMENT AGREEMENT"), ARO has agreed to
enter into a consulting agreement with Consultant.
B. The Parties desire to enter into an agreement setting forth the terms
and conditions under which Consultant will provide services to ARO in
fulfillment of the conditions of the Investment Agreement.
NOW, THEREFORE, for and in consideration of these premises and of the
mutual covenants and agreements set out herein, the Parties agree as follows:
AGREEMENTS:
1. SERVICES AS A CONSULTANT. ARO does hereby agree to employ, and
Consultant agrees to provide, the services of Consultant, such services to be
performed in the capacity of a consulting representative in connection with the
ongoing business of ARO. The services to be provided by Consultant to ARO
pursuant to this Agreement shall include the following:
(a) Advising and consulting with ARO from time to time as reasonably
requested by ARO or its duly authorized representatives in connection with
the ongoing operations and development of the business of ARO;
(b) Advising and consulting with ARO in the preparation of filings
required with the Securities and Exchange Commission;
(c) Advising and consulting with ARO in connection with all
financial reporting;
(d) Advising and consulting with ARO in connection with the conduct
of audits of ARO by ARO's auditors; and
(e) Make available, from time to time and with reasonable notice,
the services of Xxxx Avare, Xxxxx Xxxxxxx, Xxxxx Xxxxx and Xxxxx Xxxxxxxxx
in connection with the consulting services provided for in (a)-(d) above.
Notwithstanding the foregoing, if any of the above referenced individuals
(i) terminates his or her employment with consultant or (ii) dies or
becomes incapacitated rendering such individual unable to perform the
services, this Agreement shall not be terminated and the compensation
provided for in paragraph 4 below shall not be reduced by ARO so long as
the services can be and are performed by any one of the individuals
specified.
2. NO MANAGEMENT RESPONSIBILITY. Consultant assumes no responsibility
under this Agreement other than to render the consulting services provided for
herein in good faith. This Agreement does not delegate to Consultant any
management responsibility or decision-making powers with respect to ARO.
3. TERM. This Agreement shall commence upon the closing of the
transactions contemplated by the Investment Agreement and shall continue until
February 28, 2001 (the "TERM OF EMPLOYMENT") unless sooner terminated pursuant
to the provisions of this Agreement.
4. COMPENSATION. ARO shall pay to Consultant during the term of this
Agreement a fee of $35,000 per month for services rendered pursuant to this
Agreement by Consultant. In the event the term of this Agreement commences after
the first day of any month, the compensation to be paid to Consultant for the
partial month shall be proportionately reduced. Consultant shall not participate
in any group health, accident and life insurance plans, or any pension or other
benefit plan sponsored by ARO. In performing the consulting services, Consultant
shall not be required to incur any out-of-pocket expenses unless ARO has agreed
to reimburse Consultant for each out-of-pocket expense.
5. NON-EXCLUSIVE SERVICES. Consultant and ARO agree that the services
provided hereunder are not being provided on a "full time" basis and that,
during the term of this Agreement, Consultant shall be free to do any work,
perform any services, or serve as a consultant for a third party unless such
activity would cause or be a conflict of interest with ARO.
6. CONFIDENTIALITY. Consultant recognizes that during the term of this
Agreement, Consultant may have access to confidential and proprietary
information and trade secrets of ARO. Consultant agrees that he will not
divulge, distribute or disseminate any such information to any third party
during the term of this Agreement or for any period thereafter.
7. PERSONAL SERVICES CONTRACT. Consultant acknowledges and agrees that
this Agreement is a personal services contract and may not be assigned by
Consultant.
8. TERMINATION. This Agreement may be terminated prior to the end of the
Term of Employment as follows:
(a) By the Parties upon the mutual written consent of both Parties;
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(b) By ARO if Consultant (i) breaches any covenant, term or
condition contained in this Agreement (ii) commits an act of theft, fraud
or dishonesty against ARO or (iii) fails or refuses to perform the
services to be provided by Consultant pursuant to this Agreement;
(c) By Consultant if ARO breaches any covenant, term or condition of
this Agreement; and
(d) Pursuant to the terms of paragraph 4 above.
If this Agreement is terminated pursuant to (a), (b) or (c) above, any
obligations of ARO to pay consulting fees to Consultant as provided herein,
shall terminate effective as of the date of termination of this Agreement, said
fees to be prorated through the date of termination. If Consultant terminates
this Agreement pursuant (c) above, Consultant shall be entitled to the fees that
would be due to Consultant during the remainder of the term of this Agreement,
if, and only if, the breach of this Agreement by ARO which has occurred giving
rise to Consultant's termination pursuant to (c) above is the non-payment of
fees or expenses to which Consultant is entitled and such breach has continued
for a period of ninety (90) consecutive days.
9. MISCELLANEOUS.
9.1 INDEPENDENT CONTRACTOR. Nothing contained in this Agreement
shall be construed to as a partnership agreement and Consultant shall not be
deemed to be an employee or agent of ARO. Neither Party has any authority to
bind the other in any respect, it being intended that Consultant is an
independent contractor responsible for his own actions.
9.2 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. ARO AND CONSULTANT AGREE THAT
IN THE EVENT OF A DISPUTE ARISING BETWEEN THE PARTIES, THE PARTIES AGREE TO
SUBJECT THEMSELVES TO THE JURISDICTION OF THE DISTRICT COURTS OF XXXXXX COUNTY,
TEXAS, AND THE FEDERAL DISTRICT COURTS FOR THE SOUTHERN DISTRICT OF TEXAS,
HOUSTON DIVISION.
9.3 MODIFICATIONS. No provision of this Agreement may be changed or
modified, except by written agreement signed by the Parties.
9.4 LEGAL COMPLIANCE. Consultant agrees to abide by all applicable
laws and regulations, both state and federal, in the performance of his duties
pursuant to this Agreement.
9.5 ENTIRE AGREEMENT. This Agreement contains the entire
understanding of the Parties in connection with the subject matter hereof and
supersedes all previous verbal or written agreements.
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9.6 NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be considered to have been given if sent
by certified mail to Consultant at:
MAP II, L.L.C.
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
and to ARO at:
American Resources Offshore, Inc.
c/o Blue Dolphin Services, Inc.
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx
Telecopier: (000) 000-0000
9.7 INVALIDITY. If any of the provisions of this Agreement shall be
held invalid, such invalidity shall not affect any other provisions which can be
given effect without the invalid provisions and to this end, the provisions of
this Agreement are intended to be and shall be deemed severable.
9.8 DESCRIPTIVE HEADINGS. The descriptive headings of the several
sections of this Agreement are inserted for convenience only and shall not
control or affect the meaning or construction of any provision hereof.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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SIGNATURE PAGE FOR
CONSULTING AGREEMENT
IN WITNESS THEREOF, this Agreement has been executed as of the date first
written above.
AMERICAN RESOURCES OFFSHORE, INC.
By: /s/ XXXXX XXXXXXX
Printed Name: Xxxxx Xxxxxxx
Title: V.P. & General Counsel
MAP II, L.L.C.
By: /s/ XXXX X. AVARE
Printed Name: Xxxx X. Avare
Title: Administrative Member
The undersigned hereby executes this Agreement for the sole purpose of
guaranteeing the payments to be made by ARO to Consultant as provided in
paragraph 4.
BLUE DOLPHIN EXPLORATION COMPANY
/s/ XXXX X. XXXXXX
Xxxx X. Xxxxxx, Vice President
Finance & Corporate Development
MAP II, LLC
0000 XXXXXXXX XXXXXX XXXXXX
XXXXX 000
XXXXXXXXX, XX 00000
000-000-0000
000-000-0000 (FAX)
December 2, 1999
AMERICAN RESOURCES OFFSHORE, INC.
Attn:Xxxx X. Xxxxxx, Vice President and Secretary
000 Xxxxxx
Xxxxx 0000
Xxxxxxx, Xx 00000
Dear Xx. Xxxxxx:
The purpose of this letter is to establish the commencement date of the
CONSULTING AGREEMENT between American Resources Offshore, Inc. and MAP II, LLC.
As set forth in Section 3 of the CONSULTING AGREEMENT, the commencement date is
the same date as the closing of the transactions comtemplated by the INVESTMENT
AGREEMENT, which is December 2, 1999. By joint agreement, the Parties establish
the commencement date as December 15, 1999, and that the compensation set forth
in Section 4 will be $17,500 for the month of December, 1999. The compensation
will be $35,000 for the remainder of the term ending February 28, 2001.
Please acknowledge your concurrence with the above by signing below.
Sincerely,
MAP II, LLC
By: XXXX X. AVARE
Xxxx X. Avare
Member
AMERICAN RESOURCES OFFSHORE, INC.
By: XXXX X. XXXXXX
Xxxx X. Xxxxxx
Vice President and Secretary
