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AGREEMENT made this ____ day of July, 1995 between Isramco, Inc.,
with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇-▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the
"Company") and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, residing at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇
▇▇▇, ▇▇▇▇▇▇▇ ("Consultant").
WHEREAS, the Company is presently actively engaged in the business of
oil and gas exploration in Israel; and
WHEREAS, the Company desires to receive the benefits of Consultant's
knowledge, experience and ability and to retain the services of Consultant and
Consultant desires to perform services for the Company hereinafter under the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Consultant and the Company hereby agree as follows:
1. Consulting Services. The Company hereby engages Consultant and
Consultant hereby agrees to make himself available to render at the request of
the Company, certain independent advisory and consulting services to the best
of his ability in compliance with all applicable laws, the Company's Articles
of Incorporation and By-laws and under the terms and conditions hereof.
Services rendered by Consultant hereunder may be made via telephone and via
correspondence. It is understood that the services rendered shall be upon the
request of the Company and shall be rendered at such time, in such manner and
at such places as shall be reasonably convenient and consistent with
Consultant's other business and personal commitments.
2. Compensation. In consideration of Consultant's promise to
perform the services for the Company as provided for in Section 1 hereof and as
an inducement to enter into this Agreement, the Company shall pay to Consultant
an annual consulting fee of Ninety-Nine Thousand ($99,000) Dollars payable in
installments of Eight Thousand Two Hundred Fifty ($8,250) Dollars per month.
All monthly payments shall be paid on or before the tenth (10th) day of each
month with the first payment due August 1, 1995.
3. Expenses. Consultant shall be reimbursed for all reasonable
business expenses incurred by him during the Consulting Term (as hereinafter
defined) in the performance of his services hereunder in compliance with the
existing policies of the Company relating to reimbursement of such expenses.
Consultant is required to submit sufficient documentation of expenditures.
4. Independent Contractor. It is expressed, understood and agreed
that Consultant is acting as an independent contractor in performing his
services hereunder. The Company shall carry no workmen's compensation
insurance or any accident insurance to cover Consultant. The Company shall not
pay any contribution to social security, employment insurance, federal and
state withholding taxes.
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5. Term. This Agreement shall be in full force and effect for
the period commencing August 1, 1995 and continuing up to and through July 31,
1997 (the "Consulting Term").
6. Death and Disability. If Consultant during the term of this
Agreement is unable to perform services by reason of illness or incapacity, the
compensation to Consultant shall nevertheless continue at its present rate for
the duration of the Consulting Term. If Consultant dies during the term of
this Agreement, the compensation payable pursuant to Section 2 hereof shall
continue for a period of one (1) year from Consultant's death.
7. Termination Payment. In the event Consultant's relationship
is terminated by the Company, Consultant shall be entitled to receive a
severance payment in one lump sum equal to the balance of the unpaid consulting
fee due to Consultant for the remaining term of this Agreement simultaneously
with his termination. Notwithstanding the foregoing, this Agreement may be
terminated at will by Consultant upon thirty (30) days' prior written notice to
the Company. In such event, the termination payment provided for in Section 7
hereof shall not be applicable and Consultant shall only be entitled to one (1)
additional month of compensation after notice of termination.
8. Severability. With respect to any provision of this Agreement
finally determined by a court of competent jurisdiction to be unenforceable,
Consultant and the Company hereby agree that such court shall have jurisdiction
to reform such provision so that it is enforceable to the maximum extent
permitted by law, and the parties agree to abide by such court's determination.
In the event that any provision of this Agreement cannot be reformed, such
provision shall be deemed to be severed from this Agreement, but every other
provision of this Agreement shall remain in full force and effect.
9. Binding Effect; Assignment. The terms and provisions of this
Agreement shall be binding on and inure to the benefit of Consultant, the
Company and their respective heirs, executors, administrators, legal
representatives, successors and assigns. This Agreement shall require the
personal services of Consultant and consequently, Consultant may not assign,
pledge or encumber in any way all or part of his obligations under this
Agreement without the prior written consent of the Company. The Company may
assign its rights and obligations hereunder without the consent of Consultant.
Notwithstanding the foregoing, the Company shall continue to act as a guarantor
of its obligations hereunder.
10. No Modification. No agreement, modification, or waiver or
any provision of this Agreement, nor consent to any departure therefrom shall
be effective unless the same shall be in writing and signed by the parties
hereto.
11. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of New York.
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12. Notices. All notices, consents, demands, requests,
approvals and other communications which are required or may be given hereunder
shall be in writing and be deemed to have been given, delivered or mailed,
registered or certified, first class postage prepaid and/or telefax as
follows:
If to Consultant:
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
If to Company:
Isramco, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇-▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attentio: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
13. Captions. The Section headings of this Agreement are
included for convenience only and shall not constitute a part of this Agreement
in construing or interpreting any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this instrument as of the day and year first above written.
Isramco, Inc.
By:
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▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Consultant)
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