CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into this 20th day of
April, 2000. by and between Teton Petroleum, Inc., a Delaware corporation whose
address is ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Teton"),
and Alpha Petroleum Ltd., a British Virgin Islands corporation whose registered
office address is Trident ▇▇▇▇▇▇▇▇, P.O. Box 146, ▇▇▇▇▇▇▇ ▇▇▇, Road Town,
Tortola, British Virgin Islands ("Alpha").
WHEREAS, Teton and Alpha entered into a Consulting Agreement, dated
April 26, 1999 under which certain consulting services have been provided to
Teton and the first stage of that Consulting Agreement that included transfer of
certain shares of Russian Closed Joint Stock Company Goloil ("Goloil") to
Goltech Petroleum, a corporation established under the laws of the State of
Colorado, the USA and payment for the assistance in registration of transfer of
these shares in the share register of Goloil, has been fully completed and paid
for;
WHEREAS, Teton wishes to receive additional consulting services from
Alpha;
WHEREAS, Teton has paid to Alpha US $72,000 (seventy two thousand) as a
retainer fee for such additional consulting services;
NOW THEREFORE, Teton and Alpha agreed as follows:
1. Engagement. Teton hereby engages Alpha to provide consulting
services to Teton in connection with Teton's petroleum exploration and
development activities in the Russian Federation. All work to be performed and
services to be rendered hereunder shall be performed by Alpha under the
supervision of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
2. Compensation. As compensation in full for the successful performance
of the work and services to be performed hereunder, Teton has paid Alpha US
$72,000 (seventy two thousand) before signing this Consulting Agreement as a
retainer fee and shall pay a fixed fee of US $954,050 in monthly installments on
the first day of each month in accordance with schedule set forth in Table 1
attached hereto and made a part hereof to the bank account indicated by Alpha in
writing.
Alpha shall have no right to require reimbursement from Teton of
out-of-pocket expenses incurred by Alpha.
3. Term. This Agreement shall be in force till all the obligations of
ilie parties are fully fulfilled unless terminated upon mutual agreement by the
parties.
5. Applicable Law and Dispute Resolution. This agreement shall be
governed by and interpreted under the laws of the State of Colorado, United
States of America, but without regard to any conflicts of law rules which would
refer the matter to another jurisdiction. Each party submits to the exclusive
jurisdiction of the courts of Colorado, United States (or if, despite this
submission, such courts are without jurisdiction, then of another court in the
United States or British Virgin Islands having jurisdiction), for the purpose of
finally resolving any dispute, controversy or cliam arising out of or in
connection with this agreement or the activities contemplated hereby.
6. Entire Agreement. This agreement is the sole and entire agreement
between the parties relating to the subject matter hereof, and supersedes all
prior understandings, agreements, and documentation relating to the subject
matter hereof. This Agreement may be amended only by an instrument executed by
authorized representatives of both parties.
In witness whereof, the parties hereto have caused this Agreement to
be executed by their duty authorized representatives and to be effective as of
the date first above written.
TETON PETROLEUM, INC. ALPHA PETROLEUM, LTD.
By:________________________________ By:__________________________________
H. ▇▇▇▇▇▇ ▇▇▇▇▇▇, President ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
