AGREEMENT FOR CONSULTING SERVICES
AGREEMENT made and entered into as of this twenty-fourth day of June 2004 (the
"Agreement"), by and between Zeppelin Energy, Inc., a Delaware corporation (the
"Company") with principal offices at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ of ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
("Consultant").
Whereas, the Company is in the business of exploring and developing oil and gas
properties and related resource projects and software and information technology
on a worldwide basis; and
Whereas, the Consultant is in the business of providing business advice,
management and oil and gas exploration and development services, and software
and information technology development services to companies and the Company
believes such experience is in its best interest to utilize, and
Whereas, the Company acknowledges that the Consultant has been performing such
services since June 15th, 2004 for the Company, and
Whereas, the Company formally desires to engage Consultant to continue to
provide such services in accordance with the terms and conditions hereinafter
set forth;
Now, therefore, the Company and Consultant agree as follows:
1. Engagement. The Company agrees to engage Consultant and Consultant agrees
----------- to provide business advice, each of which shall be deemed an
original but all of management, and oil and gas development and exploration
services to the Company
2. Term. The term of this agreement shall commence on the date hereof and
----- shall continue for a period of one year.
3. Services. Consultant shall render advice and assistance to the Company on
--------- business and oil and gas related matters (the "Services") and in
connection there with shall:
(a) attend meetings of the Company's Board of Directors or Executive Committee
(s) when so requested by the Company;
(b) attend meetings at the request of the Company and review, analyze and report
on proposed oil and gas programs and the accounting aspects thereof;
(c) consult with the Company concerning on-going strategic corporate planning,
creating projections based upon drilling results and long term corporate
development policies, including any revision of the Company's business plan
related to the oil and gas field;
(d) consult with, advise and assist the Company in identifying, studying and
evaluating acquisition, joint venture, partnerships and strategic alliances in
the oil and gas field including the preparation of economic analysis of
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proposals, reports, outlines and studies thereon when advisable, and assist in
negotiations and discussions pertaining thereto;
(e) assist the Company in obtaining technical and advisory assistance from other
professionals where necessary or advisable, including, but not limited to
engineers and geologists;
(f) consult with, advise and assist the Company in the identification and
selection of additional staff, employees and professional advisors and assist
the Company in the evaluation, redeployment and/or retention of existing
employees;
(g) assist in the creation of exploration and development accounting and
financial systems and techniques for the acquisition and development of oil and
gas properties worldwide;
(h) assist the Company in implementing its product acquisition and drilling
program, including, but not limited to development of a more robust model for
the economic evaluation, acquisition, exploration and production of oil and gas.
(i) provide the Company with advice related to aforementioned activities.
In connection with the Services to be rendered by Consultant, Consultant shall
report to the Board of Directors and President of the Company and shall consult
with those individuals on behalf of the Company in connection with its
obligations set forth above. Consultant agrees to make himself available to
evaluate all proposals that relate to any oil and gas business undertaken by the
Company, subject to the limitations of Section 5 and 7 hereof.
Anything to the contrary herein notwithstanding, it is agreed at the
Consultant's Services will not include any services that constitute opinions or
performance of work that is in the ordinary purview of a certified public
accountant or attorney or any work that is the ordinary purview of a registered
broker/dealer or in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.
4. Compensation.
-------------
(a) The Company shal1 cause to be issued to the Consultant, as a non-refundable
retainer for services rendered and for entering into this agreement 320,000
(three hundred twenty thousand) shares of its Common Stock which shall be issued
pursuant to registration on Form S-8 under the Securities Act of 1933.
(b) All out-of-pocket expenses incurred by the Consultant in the performance of
the Services to be incurred hereunder shall be borne by the Company and paid
upon submission of appropriate documentation thereof, provided, however, prior
authorization is required for amounts in excess of $ 250.
5. Best Efforts Basis. Subject to Section 7 and the last sentence of Section 5
-------------------- hereof, Consultant agrees that he will at all times
faithfully and to the best of his experience, ability and talents perform all
the duties that may be required of it pursuant to the terms of this Agreement.
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The Company specifically acknowledges and agrees, however, that the services to
be rendered by Consultant shal1 be conducted on a "best-efforts" basis and has
not, cannot and does not guarantee that his efforts will have any impact on the
Company's business or that any subsequent corporate improvement will result from
his efforts.
6. Company's Right to Approve Transaction. The Company expressly retains the
---------------------------------------- right to approve, in its sole
discretion,each and every transaction introduced by Consultant that involves the
Company as a party to any agreement. Consultant and the Company mutually agree
that Consultant is not authorized to enter any agreement on behalf of the
Company.
7. Non-Exclusive Services. The Company understands that Consultant is currently
------------------------ providing certain advisory and business
development services to other individuals and entities and agrees that
Consultant is not prevented or barred from rendering services of the same
nature or a similar nature to any other individuals or entities and acknowledges
that such Services may from time to time conflict with the timing of and the
rendering of Consultant's services. In addition, Consultant understands and
agrees that the Company shall not be prevented or barred from retaining other
persons or entities to provide services of the same or similar nature as those
provided by Consultant.
8. Information Regarding Company. Consultant represents and warrants that it has
------------------------------ received copies of the Company's financial
statements and other disclosure documents (collectively, the "Disclosure
Documents"). Consultant represents that it has read the Disclosure Documents and
has reviewed all such information with his legal, financial and investment
advisors to are extent it deemed such review necessary or appropriate.Because of
the Company's financial condition and other factors,the receipt of capital stock
of the Company as compensation under this Agreement involves a high degree of
risk, including the risks that such stock may substantially decrease in value
or have no value. The Consultant acknowledges and accepts that risk. As a
result, Consultant is cognizant of the financial condition and operations of
the Company, has available full information concerning its affairs and has
been able to evaluate the merits and risks of being compensated in common stock
of the Company. Consultant represents and warrants to the Company that it has
received from the Company and has otherwise had access to all information
necessary to verify the accuracy of the information in the Disclosure Documents.
9. Consultant Not an Agent or Employee. Consultant's obligations under this
------------------------------------- Agreement consist solely of the
services described herein. In no event shall Consultant be considered to be
acting as an employee or agent of the Company or otherwise representing or
binding the Company. For the purposes of the Agreement, Consultant is
independent contractor. All final decisions with respect to acts of the Company
or its affiliates, whether or not made pursuant to or in reliance on information
or advice furnished by Consultant hereunder, shall be those of the Company or
such affiliates and Consultant shall, under no circumstances, be liable for any
expenses incurred or losses suffered by the Company as a consequence of such
actions. Consultant agrees that all of his work product relating to the Services
to be rendered pursuant to this agreement shall become the exclusive property of
the Company. The parties acknowledge that the Services provided by the
Consultant hereunder are not in connection with the offering or sale of
securities of the Company in a capital raising transaction.
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10. Representations and Warranties of the Company. The Company represents and
----------------------------------------------- warrants to Consultant,
each such representation and warranty being deemed to be material, that:
(a) The Company will cooperate fully and timely with consultant to enable
Consultant to perform his obligations under this Agreement;
(b)The Board of Directors of the Company in accordance with applicable law has
duly authorized the execution and performance of this agreement by the Company;
(c)The performance by the Company of this Agreement will not violate any
applicable court decree, law or regulation nor it will violate any provision of
the organizational documents of the Company or any contractual obligation by
which the Company may be bound;
(d) Because Consultant will rely upon information being supplied it by the
Company, all such information shall be true, accurate, complete and not
misleading, in all material respects;
(e) The Shares, when issued, will be duly and validly issued, fully paid and
nonassessable with no personal liability to the ownership thereof;
(f) The Company will act diligently and promptly in reviewing materials
submitted to it by Consultant to enhance timely distribution of such materials
and will inform Consultant of any inaccuracies contained therein prior to
dissemination;
(g) The services to be provided by Consultant to the Company hereunder are not
in connection with or related to the offer or sale of securities of the Company
in a capital raising transaction.
11. Representations and Warranties of Consultant. By virtue of the execution
--------------------------------------------- hereof, and in order to
induce the Company to enter into this Agreement, Consultant hereby represents
and warrants to the Company as follows:
(a) He has full power and authority to enter into this Agreement, to enter into
a consulting relationship with the Company and to otherwise perform this
Agreement in the time and manner contemplated;
(b) He has the requisite skill and experience to perform the services and to
carry out and fulfill his duties and obligations hereunder;
(c)The services to be provided by Consultant to the Company hereunder are not in
connection with or related to the offer or sale of securities of the Company in
a capital raising transaction,
(d) Consultant is not an affiliate of or associated with any broker-dealers or
associated with any finders which the doing or have done business with the
Company.
12. Liability of Consultant. In furnishing the Company with health and wellness
management advice and other services as herein provided, Consultant shall not be
liable to the Company or its creditors for errors of judgment or for anything
except malfeasance or gross negligence in the performance of his duties or
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reckless disregard of the obligations and duties under the terms of this
Agreement. It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that, except as set forth herein in the first paragraph of this Section 12,
Consultant shall not be accountable for any loss suffered by the Company by
reason of the Company's action or non-action on the basis of any advice,
recommendation or approval of Consultant.
The parties further acknowledge that Consultant undertakes no responsibility for
the accuracy of any statements to be made by management contained in press
releases or other communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National Association of
Securities Dealers, Inc.
13. Confidentiality. Until such time as the same may become publicly known,
Consultant agrees that any information provided it by the Company, of a
confidential nature will not be revealed or disclosed to any person or entities,
except in the performance of this Agreement, and upon completion of the term of
this Agreement and upon the written request of the Company, any original
documentation provided by the Company will be returned to it. Consultant will,
where it deems necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with confidential
material.
14. Notice. All notices, requests, demands and other communications provided for
by this Agreement shall, where practical, be in writing and shall be deemed to
have been given when mailed at any general or branch United States Post office
enclosed in a certified post-paid envelope and addressed to the address of the
respective party first above stated. Any notice of change of address shall only
be effective however, when received.
15. Successors and Assigns. This Agreement shall inure to the benefit of and be
binding upon the Company, its successors, and assigns, including, without
limitation, any corporation which may acquire all or substantially all of the
Company's assets and business or into which the Company may be consolidated or
merged and Consultant and his heirs and administrators.
Consultant agrees that it will not sell, assign, transfer, convey, pledge or
encumber this Agreement or his right, title or interest herein, without the
prior written consent of the Company, this Agreement being intended to secure
the personal services of Consultant.
16. Termination. Consultant agrees that the Company may terminate this
------------ Agreement at any time providing prior written notice of
termination to Consultant. Any notice of termination shall only be effective
however, when received.
The Company agrees that the Company may terminate this Agreement at any time
providing prior written notice of termination to the Company. Any notice of
termination shall only be effective however, when received.
17. Applicable Law. This Agreement shall be deemed to be a contract made under
---------------- the laws of the State of Delaware, and for all purposes
shall be construed in accordance with the laws of said state. The Company;
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(i) agrees that any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted exclusively in Delaware State District
Court or in the United States District Court for the State of Delaware,
(ii) waives any objection which the Company may have now or hereafter to the
venue of any such suit, action, or proceeding, and
(iii) gives irrevocable consent to the jurisdiction of the Delaware State
District Court, County of ▇▇▇▇▇, and the United States District Court for the
State of Delaware in any such suit, action or proceeding.
18. Other Agreements. This Agreement supersedes all prior understandings and
----------------- agreements between the parties. This Agreement may not
be amended orally, but only by a writing signed by the parties hereto.
19. Non-Waiver. No delay or failure by either party in exercising any right
under this Agreement, and no partial or single exercise of that right shall
constitutes a waiver of that or any other right.
20. Heading. Headings in this Agreement are for convenience only and shall not
-------- be used to interpret or construe its provisions.
21. Counterparts. This Agreement may be executed in two or more counterparts,
------------- each of which shaI1 be deemed an original but all of which
together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have executed this Agreement the day and
year first above written.
Zeppelin Energy, Inc.
By:/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Consultant
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------
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