Exhibit: 10.1
Management Agreement:
This Agreement is made and effective this first day of January 2006,
between Texas Vanguard Oil Company, and Xxxxxx Xxxxxx, Inc., and shall
continue until one year, unless sooner renewed or terminated.
Witnesseth
WHEREAS, Xxxxxx Xxxxxx, Inc. is an affiliate and major shareholder
of Texas Vanguard Oil Company; and
WHEREAS, Texas Vanguard Oil Company (TVOC) desires to obtain certain
services from Xxxxxx Xxxxxx, Inc. and Xxxxxx Xxxxxx, Inc. is willing to
make such services available to TVO;
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties agree as follows:
1. Commencing on the date of this agreement and until this agreement
is terminated pursuant to Section 3 hereof, Xxxxxx Xxxxxx, Inc. will provide
or otherwise make available to TVOC general corporate management and will
charge TVOC, thereafter the sum of $19,200 per month payable on the first
day of each month. It is understood that the services rendered by Xxxxxx
Xxxxxx, Inc. under the Agreement shall be advisory and consultative in
nature. The monthly service fee represents indirect charges and all other
charges directly attributed to TVOC shall be deemed direct charges and are
payable by TVOC in addition to the monthly service fee.
2. In performing these services, the officers, employees, agents and
assignees of Xxxxxx Xxxxxx, Inc., act solely in the capacity of independent
contractors, but agree to be bound by TVOC statement of policy and conflict
of interests.
3. Either party, (TVOC or Xxxxxx Xxxxxx, Inc.) has the right to terminate
this Agreement at any time upon not less than thirty (30) days prior written
notice.
4. Until this Agreement is terminated pursuant to Section 3 hereof,
the $19,200 monthly charge provided for in Section 1 hereof will be subject
to review at any time and from time to time upon the written request of either
party to the other, and upon such request, appropriate and reasonable
adjustments in such monthly charge will be made and in the light of all
relevant factors then existing in order to cover the services reasonably
expected to be rendered thereafter.
5. Nothing contained herein shall be construed to relieve the
directors and officers of TVOC from the performance of their respective
duties or to limit the exercise of their powers in accordance with the
certificate of incorporation or by-laws of TVOC, any applicable provisions
of Texas or Federal law, or otherwise.
6. This Agreement shall not be assignable except with the prior
written consent of each of the parties hereto, provided, however, that
such consent shall not be required with respect to any transfer or
assignment to any corporation succeeding TVOC by merger, consolidation
or acquisition of all or substantially all the assets of TVOC.
IN WITNESS WHEREOF, the parties hereby have executed this Agreement on
the date first written above.
By: /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chairman of the Board and Treasurer
Texas Vanguard Oil Company
ATTEST:
/s/ Xxxxxx Xxxxxxx
Secretary
By: /s/Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
President, Xxxxxx Xxxxxx, Inc.
ATTEST:
/s/ Xxxx Xxxxx
Secretary
