EXHIBIT
10.5
INDEPENDENT
CONSULTANT SERVICES AGREEMENT
This Independent
Consultant Services Agreement (the "Agreement") is entered this
30th day of June, 2009 by and between Langston Family Limited
Partnership and its representive, Joseph F. (“Chip”)
Langston, and individual residing at 10210 Hwy. 243, Kaufman, Texas
75142 (the "Consultant"), and Glen Rose Petroleum Corporation a
Delaware corporation having a principal place of business at, Suite
200 4925 Greenville Ave., Dallas, Texas 75206 (the "Client").
The Client desires to
be assured of the association and services of the Consultant in
order to avail itself of the Consultant’s experience, skills,
abilities, knowledge, and background to facilitate proper
management, accounting and finance activities and such other duties
and responsibilities as requested by the Company,. Therefore,
the Company is willing to engage the Consultant upon the terms and
conditions set forth herein. The Consultant agrees to be engaged
and retained by the Client and upon the terms and conditions set
forth herein.
This Independent
Consultant Services Agreement supersedes any previous agreements
between the Consultant and the Client.
NOW, THEREFORE, in
consideration of the foregoing, of the mutual promises hereinafter
set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Engagement
Client hereby engages
the Consultant for one half of his business activity, and
Consultant hereby accepts the engagement to become President and
Chief Financial Officer to the Client and to render such services
consistent with those duties and responsibilities, including, but
not limited to:
a.
Corporate planning,
strategy and negotiations with potential strategic business
partners and/or other general business consulting needs as
expressed by Client;
b.
Management over the
monthly operating, corporate and accounting activities affairs of
the Client;
c.
Development of
Strategic Business Plans;
d.
Creating operating
budgets and pro formas;
e.
Reporting to regulatory
agencies such as the Securities and Exchange Commission, NASDAQ and
the Texas Railroad Commission. .
f.
Banking, and
insurance;
j.
Public relations, and
capital formation.
k.
Such other duties and
responsibilities as may be requested by the Board of Directors.
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2.
Compensation
2.1
Base Consulting Fee:
Starting on July 1, 2009, Client will pay Consultant a
monthly fee of $12,500, at the first of each month.
2.2
Reimbursement:
Consultant will be reimbursed for automobile expenses and
insurance, health insurance, and reasonable out of pocket expenses.
2.3
Initial Stock Options:
On June 30, 2009, the Board of Directors of the Client grant
to consultant 500,000 stock purchase options. Half were immediately
vested, and half after six month. The options were priced at the
average closing bid price for the calendar quarter prior to
vesting.
2.3
Bonuses: The Board
of Directors of the Client can grant additional compensation in
cash, stock, warrants, options or other means. This additional
compensation will not alter or affect the consulting fee
salary.
3.
Independent
Consultant Relationship
Consultant's
relationship with Client is that of an Independent Consultant, and
nothing in this Agreement is intended to, or should be construed
to; create a partnership, agency, joint venture or employment
relationship. Consultant will not be entitled to any of the
benefits which Client may make
