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CONSULTING SERVICES AGREEMENT
AMENDED
This Amended agreement in its entirety is entered
into November 16, 2007 with an effective date as of August 1
st , 2007
BETWEEN:
PAXTON ENERGY, INC., a
Nevada Corporation with an address for notice and delivery at 2533
North Carson Street, Suite 6235 Carson City, NV 89706
(“ Company
”):
AND:
GORDON FRIESEN and 658800 B.C.
LTD with an address for
notice and delivery at 5543 Wallace Ave. Delta, B.C. V4M
3X5
(“ Consultant ”):
WHEREAS:
A. The Company is a company incorporated under the
laws of the State of Nevada, U.S.A., and has its common shares
listed for trading on the Over-The-Counter Bulletin
Board;
B. The Consultant specializes in providing full
managerial and corporate services to public and/or private
companies operating in the mining and oil and gas
fields.
NOW THEREFORE THIS AGREEMENT WITNESSETH that, in
consideration of the mutual covenants and provisos herein
contained, the parties agree as follows:
Article 1
DEFINITIONS AND
INTERPRETATION
1.1
Definitions .
For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, the following
words and phrases shall have the following meanings:
“ Agreement ” means this
Consulting Services Agreement as from time to time supplemented or
amended by one or more agreements entered into pursuant to the
applicable provisions hereof, together with any Schedules attached
hereto;
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(b)
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“ Arbitration
Act ” means the
Commercial Arbitration Act (Nevada), as amended, as set forth in Article
“8”;
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(c)
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“ Board of
Directors ” means the Board of
Directors of the Company as duly constituted from time to
time;
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(d)
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“B usiness
day ” means any day during which
Canadian Chartered Banks are open for business in the City of
Vancouver, Province of British Columbia;
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(e)
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“ Company
” means Paxton Energy Inc., a company
incorporated under the laws of the State of Nevada, U.S.A., or any
successor company, however formed, whether as a result of merger,
amalgamation or other action;
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(f)
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“ Consultant ” means Gordon
Freisen and 658800 B.C. Ltd. a Company incorporated under the laws
of the Province of British Columbia, Canada, or any successor
company, however formed, whether as a result of merger,
amalgamation or other action;
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(g)
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“ Effective
Date ” has the meaning ascribed to
it on the front page of this Agreement; and which is intended to
represent the date of the due and complete closing of the Share
Exchange Agreement;
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(h)
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“ Effective
Termination Date ” has the meaning
ascribed to it in Article 4.
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(j)
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“ Expenses
” has the meaning ascribed to it in Article
3;
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(j)
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“ General
Services ” has the meaning ascribed
to it in Article 2.
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(k)
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“ Notice of
Termination ” has the meaning
ascribed to it in Article 4.
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(l)
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“ Parties
” or “ Party ” means, individually and
collectively, the Company and/or the Consultant hereto, as the
context so requires, together with each of their respective
successors and permitted assigns as the context so
requires;
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(m)
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“Paxton” means Paxton Energy, Inc., a
company incorporated under the laws of the State of Nevada, U.S.A.,
or any successor company, however formed, whether as a result of
merger, amalgamation or other action;
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(n)
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“ Regulatory
Authorities ” and “
Regulatory Authority ” means, either singularly or collectively as the context
so requires, such regulatory agencies who have jurisdiction over
the affairs of either of the Company and/or the Consultant and
including, without limitation, and where applicable, the British
Columbia Securities Commission, the United States Securities and
Exchange Commission, NASDAQ and all regulatory authorities from
whom any such authorization, approval or other action is required
to be obtained or to be made in connection with the transactions
contemplated by this Agreement;
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(o)
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“ subsidiary ” means any company
or companies of which more than 50% of the outstanding shares
carrying votes at all times (provided that the ownership of such
shares confers the right at all times to elect at least a majority
of the directors of such company or companies) are for the time
being owned by or held for that company and/or any other company in
like relation to that company and includes any company in like
relation to the subsidiary;
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Article 2
2.1
General Services . During the
continuance of this six month Agreement the Company agrees to retain the
Consultant as the
Corporate Communications Manager of the Company for a period of six months,
and the Consultant agrees to accept such position in order to provide services in
dissemination of information prepared by the Company , advising the
Company in the
preparation of press releases, and such other management services
as may be determined by the Board of Directors, in order to develop
the various Business interests of the Company (collectively, the
“ General Services
”); and it being further acknowledged and
agreed by each of the Parties hereto that the Consultant shall commit and provide
to the Company the General Services
approximately thirty hours per week for which
the Company , as
more particularly set forth herein, agrees to pay the
Consultant the proposed
fee and bonuses (as hereinafter determined) and expenses (as
hereinafter determined).
2.2 Duties and responsibilities .
Consultant shall serve as the
Corporate Communications
Manager of the Company
during the term of this Agreement. Consultant shall provide management
over the business affairs of the Company as is consistent with the
duties of a Corporate Communications Manager, subject always to the
direction of the Board of Directors (the “Board”) or
its designee.
2.2
Other Business Activities
. Consultant
shall be entitled to (i) serve on the Board of other
corporations, and (ii) participate in other professional and
business activities, as Consultant may elect from time to
time, in his sole discretion, provided that such activities do not
compete with the business of the Company .
2.3
Adherence to rules and policies
. The Consultant
hereby acknowledges and agrees to abide by all
reasonable rules, regulations, instructions, personnel practices
and policies of the Company
and regulatory
authorities, and any changes therein
which may be adopted from time to time by the same as such rules,
regulations, instructions, personnel practices and policies may be
reasonably applied to the Consultant .
2.4
No authority to bind Company
. Consultant
shall not be, and shall not be deemed to be, an
officer or employee of the Company and shall have no authority
to bind the Company or to make any statements to any third party not authorized by
the Company .
Article 3
COMPENSATION OF CONSULTANT
3.1 Fee . Consultant’s base fee shall be
at a rate equivalent to one hundred thousand dollars ($100,000)
annually payable in advance in restricted shares calculated at a
conversion rate of $1.00 per common share, subject to all
regulatory rules, policies and registration rights.
3.2
Bonus . In
addition to the Consultant’s base fee,
the Consultant shall receive a signing bonus of one hundred thousand (100,000)
restricted shares of the Company on the effective date.
3.3
Reimbursement of Expenses
. Company
shall reimburse Consultant for all out-of pocket
expenses approved that are incurred in performing his
obligations
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hereunder within ten (10) days after the date on
which the Consultant
delivers to the Company an itemized statement, which
describes the reimbursable expenses incurred.
Article 4
TERM AND TERMINATION
4.1
Effectiveness of the Agreement
. This Agreement
commences on the Effective Date as set forth on the front page of
this Agreement, shall be effective for a period of six months, and
is renewable for an additional six month period.
4.2
Termination for cause by any
Party . Notwithstanding any other
provision of this Agreement, this Agreement may be terminated by
any of the Parties hereto at any time upon written notice to the
other Party of such Party’s intention to do so at least 10
calendar days prior to the effective date of any such termination
(herein also the “ Effective
Termination Date ”), if:
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(a)
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the other Party fails to cure a material breach of
any provision of this Agreement within 10 calendar days from its
receipt of written notice from said Party (unless such material
breach cannot be reasonably cured within said 10 calendar days and
the other Party is actively pursuing to cure said material
breach);
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(b)
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the other Party is willfully non-compliant in the
performance of its respective duties under this Agreement within 10
calendar days from its receipt of written notice from said Party
(unless such willful non-compliance cannot be reasonably corrected
within said 10 calendar days and the other Party is actively
pursuing to cure said willful non-compliance);
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(c)
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the other Party commits fraud or serious neglect or
misconduct in the discharge of its respective duties hereunder or
under the law; or
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(d)
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the other Party becomes adjudged bankrupt or a
petition for reorganization or arrangement under any law relating
to bankruptcy, and where any such involuntary petition is not
dismissed within 10 calendar days.
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4.3
Effect of termination
Terms of this Agreement relating to accounting,
payments, confidentiality, accountability for damages or claims and
all other matters reasonably extending beyond the terms of this
Agreement and to the benefit of the Parties hereto or for the
protection of the Bu
