Management Services Agreement with Valeska Energy Corp.
Exhibit 10.4
TEXHOMA ENERGY
Management
Services Agreement with Valeska Energy Corp.
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1.
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Texhoma
Energy, Inc (“Texhoma” or the “Company”) has accepted the resignation of
its President & CEO, Xx. Xxx Xxxxxxx. The Company is now in search of
management. Xxxxx Xxxxxx has resumed his full time role as President
&
CEO, a position he held from January 2005 to April 2006 before Xx.
Xxxxxxx
took over. Xx. Xxxxxx is the sole director of the
Company.
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2.
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The
Company has requested Valeska Energy (“VE”) to enter a Management
Consultancy engagement and VE has indicated an interest to do so.
Both
parties are desirous to enter into this Agreement to document their
mutual
agreement, understanding of the tasks to be accomplished, and the
compensation to be received by XX.
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3.
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The
immediate short term requirements of Texhoma
are:
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a.
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The
management of the audit process and the filing of the quarterly reports
to
make the Company current and reinstate trading on the
OTCBB;
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b.
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Reporting
to Laurus Fund on production, cash flow and reserves as and when
required
to ensure the Company is in compliance with the
lending-terms.
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c.
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Various
“housekeeping” tasks within TXHE with regard to streamlining the
administrative and management operations of the
Company.
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4.
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VE
has proposed an interest in entering into a joint venture (JV) with
Texhoma and the Company is desirous to enter such JV.
The partnership will be owned 80/20 in favor of VE with VE the
General Partner. Xxxxxxx would have the right to "put" ownership of
VE’s JV interest to TXHE for TXHE stock at the prevailing market
price at the time the JV is established, or at the market price at
the
time a Put is exercised, at the option of
VE.
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Texhoma
Energy Inc. OTC - TXHE
0000
Xxxx
Xxx Xxxx., Xxxxx 000
Houston,
TX 77056
Tel:
000-000-0000
Fax:
000-000-0000
Investor
Relations: 000-000-0000
xxxxxxxxxxxxx.xxx
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VE
has agreed to provide management services for the purpose of running
the day-to-day business and other administrative matters on behalf
of TXHE
with a view to "cleaning up" the financials and other aspects of
the
business of TXHE that require attention, and to position the company
to
move forward and increase its asset base and therefore its share
value.
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6.
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In
return for services provided, VE consideration shall be as
follows:
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a)
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Xxxxxxx
to be engaged as a Management Consultant to TXHE with its monthly
rate
fixed at $10,000 (plus expenses) or 15% of TXHE revenue, whichever
is
greater, for three months, effective May 1, 2007. (“Revenue” does not
include asset sales or capital additions.) The term of engagement
shall be
for a three-month minimum. Xxxxxxx’s payment of its fee plus expenses
shall be senior to other payment claims on the cash of
TXHE.
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b)
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At
the time the company accounts, and an audit of TXHE, is brought current,
and application is made to list the Company on the OTCBB, TXHE agrees
to
issue Valeska, and/or its nominees, company common stock totaling
18
million shares. It is anticipated that these shares shall be issued
to
Valeska under the “Employee Incentive Plan” (or of similar name), which is
in place at TXHE. It
is understood that the Plan allows for Consultants to be issued company
stock at a zero basis.
In
the event such issuance is not possible due to legal reasons, TXHE
shall
issue the equivalent number of shares to Valeska as Preferred Convertible
Stock, or as stock options, at the option of Valeska, with the agreed
objective to effect a “cashless” acquisition of shares by
Xxxxxxx.
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c)
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Neither
TXHE nor Valeska shall make any public announcements regarding the
relationship between Valeska, TXHE, or any individuals until all
parties
agree.
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d)
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Xxxxx's
note will standstill, and in all cases be subordinate to any new
debt,
including payments to
Xxxxxxx.
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7.
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Entering
into this Agreement will bind the Parties to strict confidentiality
obligations in relation to the project and Company information and
a
commitment by both parties to non-circumvention certain
introductions.
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Accepted
and Agreed this 14th
day of
May, 2007 by:
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TEXHOMA
ENERGY, INC.
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Valeska
Energy Corp.
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/s/
Xxxxx X. Xxxxxx
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/s/
Xxxxxxx X. Xxxxxxx
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Xxxxx
X. Xxxxxx
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Xxxxxxx
X. Xxxxxxx
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CEO/President
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CEO/President
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Amendment
to Management Services Agreement
Dated
May 14, 2007
Between
Texhoma
Energy, Inc.
And
Valeska
Energy Corp.
June
1, 2007
The
above referenced Agreement is hereby amended as follows:
Paragraph
6(a) is deleted in its entirety and replaced with the following
paragraph:
x. Xxxxxxx
to be engaged as a Management Consultant to TXHE with its monthly rate fixed
at
$10,000 (plus expenses) or 15% of TXHE revenue, whichever is greater, for
three
months, effective May 1, 2007. Revenue might
in
the future include properties outside the Texaurus JV with Laurus, but at
the
moment the revenue of Texhoma consists of what it receives as its share from
Texaurus which is the 20% of the revenue of Texaurus after the Laurus 80%
take.
Excluded are asset sales or income of a capital nature.
The term
of engagement shall be for a three-month minimum. Xxxxxxx’s payment of its fee
plus expenses shall be senior to other payment claims on the cash of TXHE.
Paragraph
6(b) is deleted in its entirety and replaced with the following
paragraph:
b. As
a
signature payment and retainer, Texhoma shall immediately issue VE 15.2 million
shares. At the time Texhoma financial statements and accounts are brought
current, and application is made to reinstate Texhoma on the OTCBB, Texhoma
agrees to issue VE a further 18.2 million shares of TXHE common stock.
END
OF
AMENDMENT
Agreed
and Accepted this 1st
day of
June, 2007 by:
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/s/
Xxxxx X. Xxxxxx
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/s/
Xxxxxxx X. Xxxxxxx
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Xxxxx
X. Xxxxxx, CEO
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Xxxxxxx
X. Xxxxxxx, CEO
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Texhoma
Energy, Inc.
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Valeska
Energy, Corp.
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