Agreement

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Exhibit 10.33

[HOULIHAN LOKEY HOWARD & ZUKIN LETTERHEAD]

Personal and Confidential

February 22, 2005

David L. Bradshaw
President and Chief Executive Officer
Tipperary Corporation
633 Seventeenth Street, Suite 1550
Denver, CO 80202

Dear Mr. Bradshaw:

        This letter confirms the understanding and agreement (the "Agreement") between Tipperary Corporation (together with its subsidiaries and affiliates, the "Company") and Houlihan Lokey Howard & Zukin Capital, Inc. ("Houlihan Lokey") as follows:

        1.     Engagement; Services; Term. We understand that Slough Estates USA Inc. ("Slough") owns (i) approximately 22.3 million (or approximately 52%) of the publicly traded common stock of the Company, (ii) approximately 10% of the common stock in Tipperary Oil & Gas (Australia) Pty Ltd, a subsidiary of the Company, and (iii) certain indebtedness (approximately $17 million) running from the Company to Slough (together, the "Slough Interests"). We further understand that Slough has announced its intention to divest the Slough Interests (the "Slough Divestiture"). It is our understanding that the members of the Company's Board of Directors who are not affiliated with Slough are considering certain matters relating to the Slough Divestiture, and in connection therewith the Company hereby retains Houlihan Lokey as its exclusive financial advisor to provide financial advisory and investment banking services.

        Houlihan Lokey will advise the Company on an exclusive basis (and act as agent, if applicable) with respect to one or more transactions or potential transactions relating to the Slough Divestiture, including: (i) any proposals for a financing for the Company or any of its subsidiaries, whether in the form of subordinated or senior debt, equity or equity equivalents, in order to facilitate the Company purchasing the Sough Equity Interests (a "Financing Transaction"); or (ii) any proposals to acquire all, or a substantial part, of the business, assets or equity interests of the Company (including the Slough Interests and/or the remaining equity interests in the Company) and/or its subsidiaries and affiliates in one or more transactions, whether by merger, consolidation, tender or exchange offer, purchase, acquisition, business combination, or otherwise (a "Sale Transaction"); a Financing Transaction and a Sale Transaction are each referred to herein as a "Transaction" and are collectively referred to herein as the "Transactions".

        Depending upon the nature of the Transaction, Houlihan Lokey's services will consist of, if appropriate or if requested by the Company, (a) soliciting, coordinating and evaluating indications of interest and proposals regarding a Transaction; (b) advising the Company as to the structure of the Transaction; (c) negotiating the financial aspects, and facilitating the consummation, of any Transaction; and (d) providing such other investment banking and related financial advisory services reasonably necessary to accomplish the foregoing, including, if requested, rendering an opinion as to the fairness of a Transaction to the Company or its shareholders (as the case may be).

        With respect to a Financing, if requested by the Company, Houlihan Lokey agrees to use its best efforts, consistent with its business judgment, to effect the Financing as soon as practicable, on terms approved by the Company. The Company acknowledges that consummation of the Financing is subject, among other factors, to acceptable documentation, market conditions, and satisfaction of the conditions set forth in one or more agreements to be entered into with any financier, lender, investor or other purchaser of securities. It is expressly understood that this engagement does not constitute any

commitment, express or implied, on the part of Houlihan Lokey to provide, and does not ensure the successful placement of, any portion of the Financing.

        The Company agrees to promptly inform Houlihan Lokey in the event that the Company or its management initiate any discussions regarding a Transaction during the term of this Agreement. In the event the Company, its controlling equity holders (other than Slough) or affiliates, or its management receive any inquiry regarding a Transaction, Houlihan Lokey will be promptly informed of such inquiry so that it can evaluate such party and its interest in a Transaction, and assist the Company in any resulting negotiations.

        This Agreement shall have an initial term of three (3) months, and thereafter shall be automatically extended on a month-to-month basis until either party provides thirty days prior written notice of termination to the other party; provided, however, that no expiration or termination of this Agreement shall affect (a) the Company's indemnification, reimbursement, contribution and other obligations as set forth on Schedule A attached hereto, (b) the confidentiality provisions set forth herein, (c) Sections 5-8 hereof, and (d) Houlihan Lokey's right to receive, and the Company's obligation to pay, any and all fees and expenses due, and whether or not any Transaction shall be consummated prior to or subsequent to the effective date of expiration or termination, all as more fully set forth in this Agreement.

        2.     Fees and Expenses.

        (a)   Retainer Fees. The Company shall pay Houlihan Lokey non-refundable monthly retainer fees (the "Monthly Retainer Fees") of (i) $100,000 upon the mutual execution of this Agreement, (ii) $100,000 on same calendar day of the following month; and then (iii) $50,000 per month on the same calendar day of each following month thereafter. Monthly retainer fees are payable in advance without notice or invoice.

        (b)   Financing Transaction. In addition to the foregoing monthly retainer fees, upon the consummation of a Financing Transaction, the Company shall pay Houlihan Lokey a cash fee (the "Financing Fee") equal to 4.0% of the aggregate principal amount of all senior notes, bank debt, unsecured, non-senior and subordinated debt securities, and equity and equity equivalents (including convertible securities and preferred stock), raised, placed or committed. For greater certainty, the exercise of any warrants provided to any financier, lender, investor or other purchaser of securities as part of a Financing Transaction shall, upon the exercise thereof, be considered equity for purposes of calculating Houlihan Lokey's Financing Fee. Any non-refundable Monthly Retainer Fees actually received by Houlihan Lokey will be fully credited against any Financing Fee payable to Houlihan Lokey.

        (c)   Sale Transaction. In addition to the foregoing monthly retainer fees, upon the consummation of a Sale Transaction, the Company shall pay Houlihan Lokey a cash fee (the "M&A Fee") equal to 4.0% of the Transaction Value of such Sale Transaction.

        For the purpose of calculating the M&A Fee, the Transaction Value shall be the total proceeds and other consideration paid or received, or to be paid or received by the Company's shareholders other than Slough in connection with such Sale Transaction (which consideration shall be deemed to include amounts in escrow), including, without limitation, cash, notes, securities, and other property received or to be received by the Company, deferred non-contingent payments (such as installment payments); amounts payable under consulting agreements, above-market employment contracts, non-compete agreements, and employee benefit plans or similar arrangements (collectively, "Non-Slough Consideration"). The Transaction Value shall be calculated as if 100% of the equity interests of the Company other than the Slough Interests had been sold by dividing the Total Consideration by the percentage of such ownership that is sold. If any of the Company's assets are retained, sold or otherwise transferred to another party prior to the consummation of the Sale

2

Transaction, the Transaction Value will be increased to reflect the fair market value of any such assets. Furthermore, the Transaction Value shall also be increased to the extent that (x) the value of any current assets (including cash and marketable securities) which are not sold in connection with or in anticipation of a Transaction is greater than (y) the value of any non-interest bearing current liabilities that are not assumed by such buyer.

        For the purpose of calculating the consideration received or receivable in connection with a Sale Transaction, any securities (other than a promissory note) will be valued at the time of the closing of the Transaction (without regard to any restrictions on transferability) as follows: (i) if such securities are traded on a stock exchange, the securities will be valued at the average last sale or closing price for the ten trading days immediately prior to the closing of the Transaction; (ii) if such securities are traded primarily in over-the-counter transactions, the securities will be valued at the mean of the closing bid and asked quotations similarly averaged over a ten trading day period immediately prior to the closing of the Transaction; and (iii) if such securities have not been traded prior to the closing of the Transaction, Houlihan Lokey will prepare a valuation of the securities, and Houlihan Lokey and the Company will negotiate in good faith to agree on a fair valuation thereof for the purposes of calculating the Liquidity Fee. The value of any purchase money or other promissory notes, installment sales contracts or other deferred non-contingent consideration shall be deemed to be the face amount thereof, and shall be included as part of Total Consideration for the purpose of determining the Liquidity Fee due to Houlihan Lokey upon the consummation of the Transaction. In the event the Transaction Value includes any Contingent Payments, the Company and Houlihan Lokey will negotiate in good faith to agree on that portion of the Liquidity Fee to be paid to Houlihan Lokey as of the consummation of the Transaction in consideration thereof. If the parties cannot reach such an agreement, an additional Liquidity Fee shall be paid to Houlihan Lokey in the same proportions and at the same times as the Contingent Payments are paid or received.

        Any Financing Fee and any M&A Fee are each referred to herein as a "Transaction Fee" and are collectively referred to herein as "Transaction Fees".

        (d)   Payment of Fees. If this Agreement expires or is terminated for any reason, and the Company consummates, or enters into an agreement in principle to engage in (and which subsequently closes at any time), any Transaction within twelve (12) months after such expiration or termination date, Houlihan Lokey shall be entitled to receive its Transaction Fee upon the consummation of such Transaction as if no such expiration or termination had occurred.

        For the avoidance of doubt, if two or more types of Transactions occur simultaneously or separately, or in connection with or unrelated to