EXHIBIT 10.61
Xxxxxxx Xxxxxx and Company, Inc.
Corporate Public Affairs
Financial Relations
Market Planning
Counsel
February 6, 1999
Xx. Xxxx X. Xxxxxx
U.S. ENERGY COPR.
000 Xxxxx 0xx Xxxx
Xxxxxxxx, XX 00000
RE: Investment Banking Consulting Agreement
Dear Xx. Xxxxxx:
This will confirm the arrangements, terms and conditions pursuant to which
Xxxxxxx Xxxxxx and Company, Inc. (the "Consultant") has been retained to serve
as a financial consultant and advisor to U.S. Energy Corp. (the "Company"), on a
nonexclusive basis for a period of twenty four (24) months commencing upon
February 1, 1999 and ending on January 31, 2001. The undersigned xxxxxx agrees
to the following terms and conditions.
1. Duties of Consultant. Consultant shall, at the request of the
Company, upon reasonable notice, render the following services to the
Company from time to time.
a. Consulting Services. Consultant will provided such financial
consulting ------------------- services and advice pertaining
to the Company's business affairs as the Company may from time
to time reasonably request. Without limiting the generality of
the foregoing, Consultant will assist the Company in
developing, studying and evaluating financing, merger and
acquisition proposals, prepare reports and studies thereon
when advisable and assist in negotiations and discussions
pertaining thereto. The Agreement is not a contract for
listing services. b. Financing. Consultant will assist and
represent the Company in obtaining both short and long-term
financing. The Consultant will be entitled to additional
compensation under such terms as may be agreed to by the
parties.
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Xxxx X. Xxxxxx
U.S. ENERGY CORP.
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c. Wall Street Liaison. Consultant will, when appropriate, arrange
meetings between representatives of the Company and individuals
and financial institutions in the investment community, such as
security analysts, portfolio managers and market makers.
The services described in the Section 1 shall be rendered by Consultant
without any direct supervision by the Company and at such time and place
and in such manner (whether by conference, telephone, letter or
otherwise) as Consultant may determine.
2. Term. This Agreement shall continue for a period twenty-four (24)
months from the date hereof (the "Full Term"). In the event the
Company wishes to terminate this Agreement before the completion of
the Full Term, it shall give no less than thirty (30) days notice
thereof, in writing, addressed to the Consultant.
3. Compensation. As compensation for Consultant's services hereunder,
the Company agrees to issue and deliver 25,000 shares of its $.01 par
value restricted common stock to Consultant upon Consultant signing
an appropriate Investments Letter and the Company shall grant of
Consultant a five (5) year Warrant to purchase 75,000 common shares
USE at an exercise price of $2.25 per share; that such shares are
subject to a demand registration right by the Consultant as part of
the next subsequent appropriate SEC USE registration with the SEC in
which such shares could be registered by USE. In the event that no
filing occurs within the term of this Agreement, the Consultant shall
have the right to demand that the Company file a registration
statement with the SEC for sale the shares acquired under the
Warrant, if all of the 75,000 shares are acquired under the Warrant.
4. Available Time. Consultant shall make available such time as it, in
its sole discretion, shall deem appropriate for the performance of
its obligations under this Agreement.
5. Relationship. Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might
hereinafter be agreed upon for a particular purpose. Except as might
hereinafter be expressly agreed, Consultant shall not have the
authority to obligate or commit the Company in any manner whatsoever.
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U.S. ENERGY CORP.
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6. Confidentiality. Except in the course of the performance of its
duties hereunder, Consultant agrees that it shall not disclose any
trade secrets, know-how, or other proprietary information not in the
public domain learned as a result of this Agreement unless and until
such information becomes generally known.
7. Assignment and Termination. This Agreement shall not be assignable by
any party except such shares or Warrant and such underlying shares
may be transferred by the Consultant to related parties but only in
compliance with the securities laws, which will have to be
established to the Company's reasonable satisfation without prior
notification to the Company. These reissued Warrants or shares will
be subject to the same terms and conditions as those granted to the
Consultant.
Agreed upon this 6th day of February, 1999.
U.S. ENERGY CORP. XXXXXXX XXXXXX & CO., INC.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxx
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Xx. Xxxxx X. Xxxxxx, President Xxxxxxx Xxxxxx
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