INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT

EXHIBIT 10.5

THE AGREEMENT is made and entered into as of this 21^st day of February, 2003 by and between ENERGY PRODUCERS INC., hereinafter referred to as "Client", with its principal place of business at 0000 X. Xxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-0000, and, Xxxxxx X. Xxxxxxx, with his place of business at 00000 Xxxx Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX 00000 hereinafter referred to as "Consultant".

RECITALS

WHEREAS, Client is an energy development company; and

WHEREAS, the Consultant is a lawyer generally knowledgeable in the areas of the business operations of the Company and possesses experience in securities law and merger structure issues; and

WHEREAS, the Company has engaged the Consultant on a nonexclusive basis as an independent contractor to utilize Consultant's general securities law and merger structure expertise; and

WHEREAS, the Consultant was willing to be so retained on the terms and conditions as set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual agreements hereinafter set forth, the parties hereto agree as follows:

Engagement. The Company hereby retains and engages Consultant to perform the following consulting services (the "Consulting Services");

1.1 Duties of Consultant. The Consultant will provide such services and advice to the Company so as to advise the Company in securities and corporate matters, merger structure and acquisition analysis. Nothing contained herein constitutes a commitment on the part of the Consultant to find an acquisition target for the Company or, if such target is found, that any transaction will be completed.

Duties Expressly Excluded. This Agreement expressly excludes the Consultant from providing any and all capital formation and/or public relation services to the Company inclusive of but not limited to (i) direct or indirect promotion of the Company's securities; (ii) assistance in making of a market in the Company's securities; and (iii) assistance in obtaining debt and/or equity financing. The Consultant shall not have the power or authority to bind the Company to any transaction without the Company’s prior written consent.

Consideration. Client and Consultant agree that Consultant receive from the Client a fee of Sixty Thousand (60,000) shares of Client’s common stock, as consideration for the services rendered pursuant to this Agreement.

Term. This Agreement shall be effective for a term of two (2) months starting from March 1, 2003 and ending April 30, 2003 unless sooner terminated upon mutual written agreement of the parties hereto.

Expenses. Consultant shall bear his out-of-pocket costs and expenses incident to performing the Consulting Services, with a right of reimbursement from the Company if such expenses are pre-approved by the Company.

Consultant's Liability. In the absence of negligence or willful misconduct on the part of the Consultant or the Consultant's breach of any terms of this Agreement, the Consultant shall not be liable to the Company or to any officer, director, employee, stockholder or creditor of the Company, for any act or omission in the course of or in connection with the rendering or providing of services hereunder. This indemnification expressly excludes any and all damages as a result of any actions or statements, on behalf of the Company, made by the Consultant without the prior approval or authorization of the Company.

Company's Liability. The Company agrees to defend, indemnify, and hold the Consultant harmless from and against any and all reasonable costs, expenses and liability (including reasonable attorney's fees paid in defense of the Consultant) which may in any way result pursuant to its gross negligence or willful misconduct or in any connection with any actions taken or statements made, on behalf of the Company, without the prior approval or authorization of the Company or which are otherwise in violation of applicable law.

Representations. The Consultant makes the following representations:

Consultant has no prior or existing legally binding obligations that are in conflict with its entering into this Agreement;

Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the purchase, making of a market or recommendation for the purchase of the Company's securities;

Consultant's activities and operations during the term of this Agreement fully comply with now, and will comply with in the future all applicable state and federal securities laws and regulations;

Consultant understands that, as a result of its services, it may come to possess material non-public information about the Company, and that it has implemented internal control procedures designed to reasonably ensure that it and none of its employees, agents, contractors or affiliates, trade in the securities of client companies while in possession of material non-public information;

During the Term of this Agreement and for a period of two years thereafter, the Consultant shall treat as the Company's confidential trade secrets and keep confidential all data, information, ideas, knowledge and papers pertaining to the affairs of the Company. Without limiting the generality of the foregoing, such trade secrets shall include: the identity of the Company's customers, suppliers and prospective customers and suppliers; the identity of the Company's creditors and other sources of financing; the Company's estimating and costing procedures and the cost and gross prices charged by the Company for its products; the prices or other consideration charged to or required of the Company by any of its suppliers or potential suppliers; the Company's sales and promotional policies; and all information relating to entertainment programs or properties being produced or otherwise developed by the Company. The Consultant shall not reveal said trade secretes to others except in the proper exercise of its duties for the Company, or use his knowledge thereof in any way that would be detrimental to the interest of the Company, unless compelled to disclose such information by judicial or administrative process; provided, however, that the divulging of information shall not be a breach of this Agreement to the extent that such information was (i) previously known by the party to which it is divulged, (ii) already in the public domain, all through no fault of the Consultant, or (iii) required to be disclosed by Consultant pursuant to judicial or governmental order. The Consultant shall also treat all information pertaining to the affairs of the Company's suppliers and customers and prospective customers and suppliers as confidential trade secrets of such customers and suppliers and prospective customers and suppliers: and

Consultant agrees to notify the Company immediately if, at any time, any of the representations and warranties made by the Consultant herein are no longer true and correct or if a breach of any of the representations and warranties made by the Consultant herein occurs.

The Company makes the following representations:

The Company is not currently the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD, or any state securities commission;

The Company and its senior management are not aware of any materially adverse events not previously disclosed in the Company's annual and quarterly reports with the Securities and Exchange Commission.

10.

Entire Agreement. This Agreement embodies the entire agreement and understanding between the Company and the Consultant and supersedes any and all negotiations, prior discussions and preliminary and prior agreements and understandings related to the primary subject matter hereof. This Agreement shall not be modified except by written instrument duly executed by each of the parties hereto.

11.

Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provisions, nor shall any waiver constitute a continuing wavier. No waiver shall be binding unless executed in writing by the party making the waiver.

12.

Assignment and Binding Effect. This Agreement and the rights hereunder may not be assigned by the parties (except by operation of law or merger) and shall be binding upon and inure to the benefit of the parties and their respective successors, assigns and legal representatives.

13.

Notices. Any notice or other communication between the parties hereto shall be sufficiently given if sent by certified or registered mail, postage prepaid, or faxed and confirmed at the following locations:

Company:

Energy Producers, Inc.

0000 X. Xxxx Xxxx, Xxxxx 000,

Xxxxxxxxxx, XX 00000-0000

Attn: Xxxxxx Xxxxxxxxx

Consultant:

Xxxxxx X. Xxxxxxx

00000 Xxxx Xxxxxxx Xxxx., Xxxxx 000

Xxx Xxxxxxx, XX 00000

or at such other location as the addressee may have specified in a notice duly given to the sender as provided herein. Such notice or other communication shall be deemed to be given on the date of receipt.

14.

Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is deemed unlawful or invalid for any reason whatsoever, such unlawfulness or invalidity shall not affect the validity of this Agreement.

15.

Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada, without giving effect to conflicts of laws.

16.

Headings. The headings of this Agreement are inserted solely for the convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof.

17.

Further Acts. Each party agrees to perform any further acts and execute and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement.

18.

Acknowledgment Concerning Counsel. Each party acknowledges that it had the opportunity to employ separate and independent counsel of its own choosing in connection with this Agreement.

19.

Independent Contractor Status. There is no relationship, partnership, agency, employment, franchise or joint venture between the parties. The parties have no authority to bind the other or incur any obligations on their behalf.

20.

Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly execute this Agreement as of the date first written above.

Energy Producers, Inc.

BY:_____________________________________

Xxxxxx Xxxxxxxxx, its President

Xxxxxx X. Xxxxxxx

_________________________________________

Xxxxxx X. Xxxxxxx

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INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT

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