Exhibit 10.1
Consulting Agreement dated November 16, 2007 by and between
Wentworth Energy, Inc. and David Steward.
CONSULTING AGREEMENT
This Agreement is made as of this 16 th
day of November, 2007 but is to be effective as of the 1
st day of November, 2007 and is as and
between WENTWORTH ENERGY, INC. , an Oklahoma corporation
(hereinafter referred to as “the Company”) whose
address is 112 East Oak Street, Suite #200, Palestine, Texas 75801
and DAVID STEWARD (hereinafter referred to as “the
Consultant”) whose address is 420 Reunion, Fairfield, Texas
75840.
WHEREAS the Company is a reporting company
whose common stock is registered pursuant to the Securities
Exchange Act of 1934 and listed for trading on the Pink Sheets;
and
WHEREAS the Consultant is an individual who
resides in Freestone County, Texas; and
WHEREAS the Company desires to engage the
Consultant as an advisor and the Consultant has agreed to be
engaged by the Company in such capacity on the terms and conditions
as set forth herein.
NOW THEREFORE, THIS AGREEMENT is hereby made by
the parties hereto in consideration of the premises herein
contained as well as the covenants and agreements of the parties as
set forth below as follow:
1.
DUTIES and DEVOTION OF TIME
1.01
The Consultant will provide consulting services to
the Company as required regarding management of the Company and its
oil and gas drilling and exploration interests.
1.02
It is acknowledged and agreed by the Consultant
that the work of the Consultant is and will be of such a nature
that regular hours may not be possible to be kept. There may
be occasions when more of Consultants time is required than eight
hours per day, five days per week. The Consultant
acknowledges there will be occasions when evening, week-end and
holiday work will be required. The work of the Consultant is
of an advisory and supervisory nature. The Consultant is an
independent contractor and as such hereby releases the Company from
any and all claims for overtime pay, regardless of future
legislation.
1.03
During the term of this Agreement, the Consultant
will be responsible for the following:
a.) Identification, review, negotiation,
acquisition and maintenance of oil and gas property
interests;
b.) Exploration and development of oil and
gas properties including negotiations of Joint Operating
Agreements and the like;
c.) obtaining commitments for and securing
financing as needed;
d.) Negotiating Contracts;
e.) Hiring of, reviewing, managing and
terminating personnel and consultants;
f.) Oil and gas regulatory compliance;
g.) Acting as liaison’ with legal
counsel, auditors and transfer agents;
h.) Conducting meetings of shareholders and
prospective shareholders;
i.) Responding to shareholder and stock
broker communications and inquiries.
1.04
In conducting its duties under this Agreement, the
Consultant will report to the Company’s Board of Directors.
At all times the Consultant shall act in accordance with the
directives and policies of the Company’s Board of
Directors.
2.
TERM
2.01
The effective dates of this Agreement is the
1 st day of November, 2007.
The Agreement and engagement of the Consultant will
continue in place for not more than one (1) year from the date
hereof. Upon the written consent of the parties hereto,
this Agreement may be extended upon terms mutually agreed at
that time. This Agreement may be terminated as provided
herein.
3.
REMUNERATION
3.01
The Consultant will faithfully, honestly and
diligently provide services to the Company as set forth herein
and in consideration of which, the Company will pay the
Consultant a fee (herein called “the Monthly Fee”)
of Fifteen Thousand ($15,000.00) Dollars U.S. per month.
3.02
The Company will grant to the Consultant stock
options to purchase common stock of the Company in such amount
and under such terms as is approved by the Company’s board
of directors
3.03
The Consultant shall earn the option to purchase
1,000,000 shares of the Company’s common stock at any time
before November 1 st , 2008 for the sum of $0.50 per
share. Any portion of the stock option herein granted
which is not exercised by the Consultant shall expire at 5
o’clock P.M. CDT on November 1, 2008.
3.04
The Company will pay to the Consultant an annual
bonus based upon the Company’s financial results, oil and
gas production as well as price performance of the
Company’s stock.
3.05
The Consultant acknowledges he is an independent
contractor and is not
