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AMENDMENT TO CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1998.
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
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(the "Company")
AND:
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(the "Consultant")
WHEREAS:
A. The Consultant and the Company entered into a Consulting Agreement made as
of February 1, 1996 (the "Consulting Agreement"), a copy of which appears
as Schedule "A" hereto;
B. The Consultant and the Company wish to amend the Consulting Agreement upon
the terms and conditions hereinafter set forth;
C. NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and of the covenants and agreements herein contained, the parties
hereto covenant and agree as follows:
1. Paragraph 2 of the Consulting Agreement is amended to extend the term of
the Agreement by a further 12 month period expiring on December 31, 1998.
2. Paragraph 3.1 of the Consulting Agreement is deleted in its entirety and
replaced with the following:
"3.1 Commencing January 1, 1998, the Consultant shall be paid a fee of
$10,000 per month payable for each calendar month on the last business
day of such month."
3. Paragraph 7.2 of the Consulting Agreement is deleted in its entirety and
replaced with the following:
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"7.2 In the event of a merger, takeover, amalgamation or change of control
of the Company which results in the termination of the Consultant's
services at any time prior to December 31, 1998, the provisions of
paragraph 7.1 will not apply to such a termination and the Company will pay
the Consultant amount equal to 12 months of fees under this Agreement. The
Consultant agrees to accept the termination payment in full satisfaction of
any claim it may have against the Company whether under the terms of this
Agreement or otherwise."
4. Save and expect as herein amended, the Consulting Agreement shall be and
remains in full force and effect on the terms set forth therein.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Authorized Signatory
SIGNED, SEALED & DELIVERED )
by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ )
in the presence of: )
)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Signature of Witness ) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ )
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Address: ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ )
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)
Calgary )
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)
Occupation: Executive Secretary )
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CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 1st day of January, 1996 (the "Effective
Date").
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
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(the "Company")
AND:
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Suite 600 - ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
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(the "Consultant")
WHEREAS the Company has agreed to hire the Consultant and the Consultant has
agreed to provide his services to the Company on the terms and conditions
hereinafter set forth,
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree (the
"Agreement") as follows:
1. RETAINER
1.1 The Company hereby retains the services of the Consultant to provide
to the Company, the services normally expected of a secretary and chief
financial officer (the "services"), and the Consultant hereby agrees to provide
such services to the Company upon the terms and conditions contained in this
Agreement.
2. DURATION OF SERVICE
2.1 Subject to termination as provided for in section 7, this Agreement
shall be for an initial term of 24 months commencing on the Effective Date.
Provided that this Agreement has not been terminated by either party pursuant to
section 7, the Company may renew this Agreement for further one year terms by
providing to the Consultant written notice of same at least 30 days prior to
the expiration of the current term or the renewal term, as the case may be.
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3. REMUNERATION
3.1 The Consultant shall be paid a monthly fee per month payable for each
calendar month on the last business day of such month consisting of:
(a) $8,000; and
(b) subject to all necessary regulatory approvals, 500 shares of
the Company issued at a deemed price of $3.63 per share.
3.2 The Company will pay the monthly fee for maintaining a disability
insurance policy for the Consultant which provides coverage for the Consultant
of $6,000 per month pursuant to the terms of policy.
3.3 Subject to all necessary regulatory approvals, the Consultant shall
be entitled to:
(a) the grant of 150,000 stock options pursuant the Company's
stock option plan, such stock options to have the following
terms:
(i) they will be non-transferable and have a term of three
years commencing from the date regulatory approval is
obtained;
(ii) they will be exercisable at the lowest price permitted
by the applicable regulatory authorities;
(iii) they will otherwise be subject to the terms and
conditions normally required by the applicable
regulatory authorities in order to secure regulatory
approval.
3.4 The Consultant shall be reimbursed for all reasonable travelling and
other out-of-pocket expenses actually and properly incurred by him in
connection with his duties hereunder provided that the Consultant first
furnishes statements and vouchers for all such expenses to the Company.
Individual expense items in excess of $12,500 must be pre-approved by the
Company.
3.5 At the request of the Board, the Consultant shall devote a specified
portion of his time to an affiliated company of the Company, in which case the
remuneration payable pursuant to this section 3 will be apportioned between and
be payable by the Company and the affiliated company.
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3.6 The Consultant shall be eligible for a bonus of $5,000, payable in
cash or an equivalent paid holiday as agreed to by the Company and the
Consultant, upon the successful completion of the sale of the Company's Elm
Grove assets.
4. DUTIES OF CONSULTANT
4.1 The Consultant shall have, subject always to the general or specific
instructions and directions of the board of directors of the Company (the
"Board"), full power and authority to manage the business and affairs of the
Company that would normally be managed by a senior officer having the title and
capacity of the Consultant, except in respect of such matters and duties as by
law must be transacted or performed by the Board.
4.2 The Consultant shall:
(a) conform to all lawful instructions and directions from time to time
given him by the Board;
(b) devote sufficient time and attention to the business and affairs of
the Company, as would typically be expected of a secretary and chief
financial officer;
(c) well and faithfully serve the Company and use his best efforts to
promote the interests of the Company;
(d) provide to the Company those services normally expected of a
secretary and chief financial officer; and
(e) consent to serve as a director of the Company and, if requested, of
any of the Company's affiliates or subsidiaries.
4.3 Subject to the provisions of the Canada Business Corporations Act,
the bylaws of the Company and provided that the Consultant acted honestly and
in good faith with a view to the best interests of the Company, or, in the case
of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he had reasonable grounds for believing that his conduct was
lawful, and the directors of the Company shall cause the Company to indemnify
the Consultant and his heirs and personal representatives against all costs,
damages, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or them and resulting from his
acting as a director and officer of the Company in his normal course of
duties. In addition, should the directors cause the Company to purchase and
maintain insurance for the benefit of any person who is or was serving as a
director of the Company then the directors shall also cause the Company to
purchase and maintain insurance for the benefit of the Consultant against any
and all liability incurred by him as a director and officer of the Company.
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5. CONFIDENTIALITY
5.1 Unless permitted by resolution of the Directors of the
Company (excluding the Consultant if he is a Director), the Consultant shall
not, during the term of this Agreement or at any time thereafter, use for his
own purposes or for any purposes other than those of the Company any
intellectual property or knowledge or confidential information of any kind
whatsoever he may acquire in relation to the Company's business or the business
of its subsidiaries, and such shall be and remain the property of the Company.
6. NON-COMPETITION
6.1 Subject to paragraph 7.2, the Consultant shall not, without the prior
written consent of the Company, which consent (given by a Director other than
the Consultant), will not be unreasonably withheld during the term of this
Agreement and during the six month period immediately following the termination
of this Agreement, within the area in which the Company operated at the time of
termination (the "Prohibited Area"):
(a) directly or knowingly indirectly engage in or become financially
interested in (otherwise then through an investment in a publicly
traded or private entity in which the Consultant has no other interest
or control), either individually or as a partner, shareholder, agent,
manager, owner, advisor or financial backer of any person, persons,
firm, association, venture, entity or corporation of any kind
whatsoever that carries on the business of oil and gas exploration,
development or production (collectively the "Prohibited Businesses");
or
(b) divert or attempt to divert any business of the Company or of any of
its subsidiaries, to any other competitive establishment, by direct or
indirect inducement or otherwise.
7. TERMINATION.
7.1 Either of the parties hereto may, notwithstanding anything else
contained herein, give to the other three months notice in writing of its
intention to terminate this Agreement and on the expiration of such period this
Agreement shall be wholly terminated. Such three months notice may expire on any
day of the month and any remuneration payable hereunder shall be proportioned to
the date of such termination.
7.2 In the event the Company terminates the Consultant's services pursuant
to paragraph 7.1 at any time prior to December 31, 1997, the provisions of
paragraph 6.1 will not apply to such a termination and the Company will pay to
the Consultant an amount equal to 24 months of fees under this Agreement.
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7.3 The Consultant agrees to accept the termination payment in full
satisfaction of any claim it may have against the Company whether under the
terms of this Agreement or otherwise.
7.4 Notwithstanding paragraph 7.1 hereof, the Company may at any time
terminate the Consultant's services for cause or if the Consultant fails to
perform or comply with any material term or condition of this Agreement. In the
event the Consultant's services are terminated under the provisions of this
paragraph 7.4, or in the event the Consultant gives the Company notice of
termination, no compensation whatever shall be payable to the Consultant after
such termination.
8. REGULATORY APPROVAL
8.1 This Agreement is subject to all necessary regulatory approvals. If
such approvals are not obtained, this Agreement shall terminate and be of no
further force and effect.
8.2 The Company agrees to use its reasonable best efforts as to implement
the terms of this Agreement including, but not limited to, obtaining all
approvals from the Company's shareholders to the allocation of stock options to
the Officer as provided for in paragraph 3.2 hereof.
9. GENERAL
9.1 The headings and section references in this Agreement are for
convenience of reference only and do not form a part of this Agreement and are
not intended to interpret, define or limit the scope, extent or intent of this
Agreement or any provision thereof.
9.2 Time is hereby expressly made of the essence of this Agreement with
respect to the performance by the parties of their respective obligations under
this Agreement.
9.3 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. This Agreement may not be
assigned by either party hereto without the prior express written consent of
the other party.
9.4 This Agreement supersedes all prior agreements entered into between
the parties and constitutes the entire agreement between the parties hereto
relating to the subject
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matter hereof and may not be amended, waived or discharged except by an
instrument in writing executed by the party against whom enforcement of such
amendment, waiver or discharge is sought and this Agreement supersedes all
prior agreements between the parties.
9.5 Each of the parties hereto hereby covenants and agrees to execute
such further and other documents and instruments and do such further acts and
other things as may be necessary to implement and carry out the intent of this
Agreement.
9.6 All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand or mailed by postage prepaid double registered mail addressed as follows:
To the Company:
OPTIMA PETROLEUM CORPORATION,
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Attention: The President
To the Consultant:
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or to such other address as may be given in writing by the Company or the
Consultant and shall be deemed to have been received, if delivered, on the date
of delivery and if mailed as
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aforesaid at Vancouver, British Columbia then on the third business day
following the posting thereof.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Authorized Signatory
SIGNED, SEALED & DELIVERED )
by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ )
in the presence of: )
)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ) /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------- ) -----------------------------
Signature of Witness ) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ )
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Address: ▇▇▇▇ ▇. ▇▇▇ ▇▇▇. )
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)
Vancouver, B.C. )
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Occupation: Comptroller )
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