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EXHIBIT 4.4
CONSULTING AGREEMENT
This agreement is entered into this seventh day of January, 1997, by
and between Cumberland Companies Inc., a Nevada Corporation, 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, XX 00000 (hereinafter referred to as
"Cumberland") and Xxxxxxx X. Xxxxxxx, Xxxxx 0, Xxxxx 00, Xxxxxxx Xxxxx XX 00000
(hereinafter referred to as "Xxxxxxx" or "Consultant").
WITNESSETH
WHEREAS, Cumberland is engaged in the oil and gas exploration and
development industry, and in particular the acquisition of available oil and
gas producing and development properties; and,
WHEREAS, Xxxxxxx is a Petroleum Engineer who has in the past provided
services to Cumberland in its evaluation of certain oil and gas properties
being targeted for acquisition; and;
WHEREAS, Cumberland desires to continue to utilize the services of
Xxxxxxx, and Xxxxxxx desires to provide his services to Cumberland on a
consulting basis.
NOW THEREFORE, in consideration of the foregoing and mutual promises
herein set forth, the parties agrees as follows:
1. Xxxxxxx shall provide Petroleum Engineering Consulting services to
Cumberland as may be requested from time to time in its evaluation of oil and
gas properties. Cumberland shall provide reasonable notice of its need for the
services of Xxxxxxx, and Xxxxxxx shall devote such time as may be reasonably
required to provide the requested consulting services in a timely manner.
2. The term of the consulting agreement shall be (2) two years from the
date hereinabove first mentioned.
3. As the full and complete consideration for the Consulting Services
to be rendered by Xxxxxxx for the term hereof, Cumberland shall provide to
Xxxxxxx a total of Two Hundred and Fifty Thousand (250,000) shares of
Cumberland Companies Inc., S8 stock.
4. This agreement shall be governed under the laws of the State of
Texas.
5. Cumberland intends to, by March 31, 1997 and will use its best
efforts, file all form 10-k annual reports that need to be filed with the
Securities and Exchange Commission ("SEC"). Cumberland also intends to and will
use its best efforts to file an SEC form S-8 registration statement with the
SEC as soon as practicable to register for sale the 250,000 shares to be issued
to Xxxxxxx under this agreement.
IN WITNESS THEREOF, the parties have executed this agreement to be
effective and binding upon the parties as of the date first herein mentioned.
CUMBERLAND COMPANIES INC. CONSULTANT
BY: /s/ X.X. XXXXXXX /s/ XXXXXXX X. XXXXXXX
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X.X. XXXXXXX XXXXXXX X. XXXXXXX
