FIRST AMENDMENT TO SERVICES AGREEMENT
THIS FIRST AMENDMENT TO SERVICES AGREEMENT ("First
Amendment") dated as of January 15, 1999, is made between XCL
Ltd. ("XCL") and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), who agree as
follows:
Recitals
WHEREAS, XCL and ▇▇▇▇▇▇▇▇ entered into that certain
Services Agreement executed as of August 1, 1997 (the "Services
Agreement") to provide for the furnishing of legal counsel
services by ▇▇▇▇▇▇▇▇ to XCL and its subsidiaries; and
WHEREAS, the parties to the Services Agreement have
agreed to amend the Services Agreement to provide that ▇▇▇▇▇▇▇▇
will ▇▇▇▇ XCL $10,000 per month for up to 80 hours of legal
counsel services per month rather than charging XCL at an hourly
rate of $175 for legal counsel services.
NOW, THEREFORE, in consideration of the foregoing
premises and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
Section 1. Paragraph 1 of the Services Agreement is
hereby amended by deleting the current Paragraph 1 and inserting
in its place the following:
▇▇▇▇▇▇▇▇ is hereby engaged to act
as counsel to XCL to perform such
services as XCL may request of him
in that capacity from time to time,
provided that ▇▇▇▇▇▇▇▇ shall not be
required to provide more than 80
hours of services per month under
this agreement in any calendar
month. ▇▇▇▇▇▇▇▇ may be granted
such bonuses or other compensation
under this Agreement as the
Company, in its discretion, may
deem appropriate. Amounts due
under this agreement shall be paid
to ▇▇▇▇▇▇▇▇ monthly on the last
business day of the month.
Section 2. Paragraph 2 of the Services Agreement is
hereby amended by deleting the current Paragraph 2 and inserting
in its place the following:
Compensation for services under
this agreement will be at the rate
of $10,000 per month. Further, XCL
shall provide ▇▇▇▇▇▇▇▇ with
furnished office space and
supplies, reasonable secretarial
assistance, a reasonable library
allowance, professional liability
insurance in an amount agreed to by
the parties, CLE, bar dues and
other similar matters. In
addition, ▇▇▇▇▇▇▇▇ shall be
entitled to reimbursement for
expenses incurred by him in the
performance of services under this
agreement.
Section 3. Paragraph 5 of the Services Agreement is
hereby amended by deleting the current Paragraph 5 and inserting
in its place the following:
▇▇▇▇▇▇▇▇ shall not be required to
submit time sheets or otherwise
account for his time under this
agreement.
Section 4. Except as expressly amended hereby, the
Services Agreement shall remain in full force and effect.
Section 5. This First Amendment shall be construed in
accordance with and governed by the laws of the State of
Louisiana.
IN WITNESS WHEREOF, XCL and ▇▇▇▇▇▇▇▇ have caused this
First Amendment to be duly executed effective as of the date
first above written.
XCL LTD.
By:________________________________
Name:___________________________
Title:_________________________
________________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇