Second Amendment to Management Services Agreement with Valeska Energy Corp.
Exhibit 10.30
Second
Amendment to
Management
Services Agreement with Valeska Energy Corp.
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1.
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Texhoma
Energy, Inc (“Texhoma” or the “Company”) and Valeska Energy Corp. (“VE”)
previously entered into a three (3) month Management Services Agreement
on
May 14, 2007, effective as of May 1, 2007, and an amendment thereto
on
June 1, 2007 (the “Services
Agreement”).
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2.
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The
Company has requested VE to extend the terms of the Services Agreement
on
the terms and conditions set forth herein and VE has indicated an
interest
to do so. Both parties are desirous to enter into this Second Amendment
to
Management Services Agreement (this “Agreement”) to document their mutual
agreement, understanding of the tasks to be accomplished, and the
compensation to be received by VE.
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Amendments
to Services Agreement:
3.
The
Services Agreement shall be extended until September 30, 2008 (the “Term”), and
Valeska shall be paid the following compensation from the Company in
consideration for such extension, agreeing to perform the services required
by
the initial Services Agreement, in consideration for providing ▇▇▇▇▇▇ ▇▇▇▇▇,
a
Director of Valeska, to serve as a Director, Chief Executive Officer and Chief
Financial Officer of the Company, and for brining on a team of personnel, which
may include, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇ and/or
perhaps others, to run the day to day operations of Texhoma, and to exercise
reasonably commercial efforts to bring Texhoma current in its accounting, public
company filings with the SEC (the “Services”) and restructure the Company
accordingly.
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a)
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Valeska
shall be issued 1,000 shares of Series A Preferred stock of the Company,
which shall have supermajority voting rights and shall be
assignable;
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b)
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Valeska
shall be paid a monthly fee of $20,000 per month during the first
two
months of the Term of this Agreement, August and September 2007,
and
$20,000 per month for the remaining Term of this Agreement, payable
in
advance, plus reasonable and actual costs incurred by Valeska in
connection with such Services Agreement as well as those relating
to the
Joint Venture agreement , which amount shall be accrued if adequate
funds
are not readily available to pay the monthly fee when
due;
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c)
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The
Company shall reimburse or pay Valeska as well as other designees
which
are brought on by Valeska to provide services to Texhoma for any
and all
reasonable and actual expenses in connection with lodging expenses,
car
rental expenses and/or telephone expenses paid or incurred by ▇▇.
▇▇▇▇▇ in
connection with his Services to the
Company;
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d)
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Valeska
shall be issued 10,000,000 restricted shares of the Company’s common
stock; and
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e)
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Valeska
shall receive options to purchase 60,000,000 shares of the Company’s
common stock, which options shall be exercisable on a cashless basis,
assignable, and which options shall be valid for a period of three
years
from the date of grant at an exercise price of 110% of the Company’s then
trading price of its common stock, which shall be granted as soon
as
possible after the parties entry into this
agreement.
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Indemnifications
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4.
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Subject
to the terms and conditions of this Agreement, the Company, agrees
to
indemnify, defend and hold harmless Valeska, its respective affiliates,
its respective present and former directors, officers, shareholders,
employees and agents and its respective heirs, executors, administrators,
successors and assigns (the “Indemnified Persons”), from and against any
and all claims, liabilities and losses which may be imposed on, incurred
by or asserted against any Indemnified Person, arising out of or
resulting
from, directly or indirectly to this Agreement or the transactions
contemplated herein; provided, however, that the Company shall
not be liable for any portion of any claims, liabilities or losses
resulting from a material breach by Valeska of its obligations under
this
Agreement or from an Indemnified Person’s gross negligence, fraud or
willful misconduct.
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5.
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Entering
into this Agreement will bind the Parties to strict confidentiality
obligations in relation to the project and Company
information.
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Miscellaneous
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6.
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No
amendment, modification, restatement or supplement of this Agreement
shall
be valid unless the same is in writing and signed by the parties
hereto. No waiver of any provision of this Agreement shall be
valid unless in writing and signed by the party against whom that
waiver
is sought to be enforced.
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7.
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This
Agreement may be executed in counterparts and by the different parties
in
separate counterparts, each of which when so executed shall be deemed
an
original and all of which taken together shall constitute one and
the same
agreement.
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8.
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The
captions and headings contained in this Agreement are inserted and
included solely for convenience and shall not be considered or given
any
effect in construing the provisions hereof if any question of intent
should arise.
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9.
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Should
any clause, sentence, paragraph, subsection, or section of this Agreement
be judicially declared to be invalid, unenforceable or void, such
decision
will not have the effect of invalidating or voiding the remainder
of this
Agreement, and the parties agree that the part or parts of this Agreement
so held to be invalid, unenforceable or void will be deemed to have
been
stricken herefrom by the parties, and the remainder will have the
same
force and effectiveness as if such stricken part or parts had never
been
included herein.
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10.
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This
Agreement may be executed in several counterparts, each of which
is an
original. It shall not be necessary in making proof of this
Agreement or any counterpart hereof to produce or account for any
of the
other counterparts. A copy of this Agreement signed by one
party and faxed to another party shall be deemed to have been executed
and
delivered by the signing party as though an original. A
photocopy of this Agreement shall be effective as an original for
all
purposes.
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Effective
August 1, 2007, and accepted and agreed this 13th day of
August,
2007 by:
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TEXHOMA
ENERGY, INC.
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Valeska
Energy Corp.
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/S/
▇▇▇▇ ▇▇▇▇
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/S/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Vice
President
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CEO/President
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