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CONSULTING AGREEMENT
TERM SHEET
Parties: Key Energy Group, Inc. ("Key"), Midland Acquisition
Corp. ("Midland") and Xxxxxx X. Xxxxxxx
Consulting Services: In connection with the Agreement and Plan of Merger
by and among Key, Midland and Xxxxxx Production
Services, Inc., Xx. Xxxxxxx will provide consulting
services to Key and Midland (and the Surviving
Corporation in the Merger) to the extent reasonably
requested.
Term: 3 years
Consulting Fees: $75,000 per year paid on a monthly basis (net of
withholding taxes).
Non-Compete Provision: During the term of this Agreement, Xx. Xxxxxxx shall
not, in the Continental United States, directly or
indirectly engage in the following businesses: (i)
workover rig services, including completion of new
xxxxx, maintenance and recompletion of existing xxxxx
(including horizontal recompletions) and plugging and
abandonment of xxxxx at the end of their useful
lives; (ii) liquid services, including vacuum truck
services, frac tank rental and salt water injection;
and/or (iii) production services, including well test
analysis, pipe testing, slickline wireline services
and fishing and rental tool services.
Definitive Agreement: The definitive agreement shall contain usual and
customary terms, including terms relating to the
confidentiality of information and the
non-solicitation of employees.
Acknowledged and Agreed
to the 11th day of August, 1998: KEY ENERGY GROUP, INC.
By: /s/ Xxxxxxx Xxxx
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Name:
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Title:
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MIDLAND ACQUISITION CORP.
By: /s/Xxxxxxx X. XxXxxxxx
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Name:
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Title:
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx