CONSULTING AGREEMENT
This Agreement (the “ Agreement ”) is made and
entered into on November 22, 2007 between Southern Star Energy
Inc., a Nevada corporation having an office and a place of business
at 155-110 Cypress Station Drive, Houston, Texas, 77090 (the
“Company” ), and Larry Keller, a person with a business address at
595-7920 Beltline Rd., Dallas, Texas (the
“Consultant” ).
WHEREAS, the Consultant is a petroleum engineer and
the Company seeks to retain the Consultant to provide services to
assist in the development of the Company, to assist in overseeing
the Company’s current operations, and to provide such
services as are reasonably requested by the Company from time to
time (the “ Services
”) in relation to the Company’s property
interests in the Bossier Parish and Caddo Parish, Louisiana,
commonly referred to as the D Duck Prospect and any additional
property interests acquired by the Company (collectively, the
“ Property Interests
”);
NOW, THEREFORE, in consideration of the mutual
agreements and covenants herein contained and other good and
valuable consideration, the sufficiency of which is hereby
acknowledged, the Consultant and the Company hereby agree as
follows:
1. Provision of
Services
The Company hereby retains the Consultant to provide
the Services in relation to the Property Interests and the
Consultant shall, in rendering the Services, comply with all the
terms of this Agreement.
2. Cash
Compensation
In consideration for the Services, the Company
agrees to pay the Consultant $175.00 per hour (the “
Cash Consideration ”). The Company shall pay the Cash Consideration on a
monthly basis and within thirty (30) days of receipt of a written
invoice prepared in reasonable detail by the Consultant and
delivered to the address of the Company as set out herein, or as
otherwise instructed by the Company in writing. If payment is not
received by the Consultant within 30 days following delivery of the
invoice to the Company, the Company shall pay a late fee of 1.5% on
the overdue account, and shall pay an additional late fee of 1.5%
on the overdue account for each additional month that payment is
not made.
3. Options
In addition to the Cash Consideration, and upon
entry into the Stock Option Agreement attached hereto as Schedule A
(the “ Stock Option
Agreement ”), the Company agrees to
issue 500,000 options to the Consultant (each, an “
Option ”), each
Option of which entitles the Consultant to purchase one share of
common stock in the capital of the Company (each, a “
Share ”) at the
exercise price of $1.09 per Share for a period of two years from
the date of issuance. The Options will be issued in accordance with
the terms of the Stock Option Agreement.
4. Bonus
The Company will pay a cash bonus of $25,000 to the
Consultant upon the successful completion of the Company’s
following three wells: Lincoln Atkins 18-1; Lincoln Atkins 8-1; and
Atkins 18-2.
5. Designated
Representatives
The Company’s and the Consultant’s
designated representatives shall be specified in writing and may be
changed from time to time as notified in writing by each
party.
6. Term of
Agreement
The term of this Agreement shall commence on the
date hereof and shall continue until terminated by either party as
set out in section 11 below.
7. Independent
Contractor
It is mutually agreed by the Consultant and the
Company that for the purposes of this Agreement and for the
provision of the Services, the Consultant shall be an independent
contractor, and neither the Consultant nor any of its employees
shall be agents or employees of the Company. The Consultant shall
have no authority to make any statements, representations or
commitments of any kind, or to take any action which shall be
binding on the Company except as provided for herein or authorized
in writing by the Company.
8. Liability
The Company acknowledges that the Consultant has not
made any expressed or implied warranty regarding the Services and
the Consultant disclaims any liability for the Company’s
hardware, software, or productivity. The Company agrees to and
hereby indemnifies and holds the Consultant harmless from all
costs, expenses, and claims arising out of or in connection
with
