ex10_1.htm


    
      

    

    
      RETENTION
        BONUS AGREEMENT


    

    
       

      This
        Retention Bonus Agreement (the “Agreement”)
by
        and between Ignis Petroleum Group, Inc., a Nevada corporation (the
“Company”)
        with its principal place of business at One Legacy Town Center,
        7160 Dallas Parkway, Suite 380, Piano, Texas 75024, and Lifestyles Integration,
        Inc. (the “Consultant”)
        shall be effective as of June 1, 2007 (the “Effective
        Date”).


    

    
       

      WHEREAS,
        the Board of Directors of the Company (the “Board”)
        has determined that it is in the best interests of the Company
        and
        its stockholders that certain key members of management and key consultants
        to
        the Company be provided with the appropriate incentives to cause them to
        continue providing services to the Company pending the Company's
        reorganization;


    

    
       

      NOW
        THEREFORE, in consideration of the agreements contained herein including
        the
        undertakings of the parties hereto, the receipt and sufficiency of which
        are
        hereby acknowledged by each of the parties hereto, it is agreed as
        follows:


    

    
       

      
        	
              	
                1. 

              	
                Definitions.    For
                  purposes of this Agreement, the following words and phrases shall
                  have the
                  following meanings:

              


      

    

    
       

      
        	
              	
                (a)

              	
                “Affiliate”means,
                  as it relates to a specified person or entity, a Person that directly,
                  or
                  indirectly through one or more intermediaries, controls, is controlled
                  by,
                  exercises a controlling influence over, or is under common control
                  with,
                  the Person specified.

              


      

    

    
       

      
        	
              	
                (b)

              	
                “Consultant's
                  Employee”means
                  Eric Hanlon, an employee of
                  Consultant.

              


      

    

    
       

      
        
          
            	
                  	
                    (c)

                  	
                    “Cause”means:

                  


          

        

      

    

    
       

      (i)  Consultant
        or
        Consultant's Employee's willful failure, neglect, refusal, or nonperformance,
        at
        any time, of Consultant's duties or obligations set forth in this Agreement
        or
        in Consultant's consulting contract with the Company, if any (the
“Consulting
        Contract”),
or(i)
        a willful breach by Consultant of this Agreement or
        Consultant's Consulting Contract;

    

    
       

      (ii)  Consultant
        or
        Consultant's Employee's conviction or no contest or guilty plea to or indictment
        for (or its procedural equivalent) a felony or crime involving moral turpitude,
        or Consultant or Consultant's Employee's guilty plea or no contest plea to
        a
        lesser included offense or crime in exchange for withdrawal of a felony
        indictment, felony charge by information, or a charged crime involving moral
        turpitude, whether the charge arises under federal, state or local
        law;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      (iii)  Consultant's
        Employee's
        death or disability rendering Consultant's employee incapable of performing
        duties or obligations set forth in this Agreement or in Consultant's consulting
        contract with the Company, if any, for longer than 4 weeks;

    

    
       

      (iv)  Consultant
        or
        Consultant's Employee's appropriation (or attempted appropriation) of a material
        business opportunity of the Company or any of its affiliates, including,
        without
        limitation, attempting to secure or securing, any personal profit in connection
        with any transaction entered into on behalf of the Company or any of its
        affiliates;

    

    
       

      (v)  Consultant
        or
        Consultant's Employee's commission of an act of fraud, illegality, theft
        or
        willful misconduct toward the Company or any of its affiliates in the course
        of
        employment with the Company that relates to the Company's or any of its
        affiliates' assets, activities, operations or other
        employees;

    

    
       

      (vi)  Consultant's
        Employee's
        repeated intoxication with alcohol or drugs while on the Company's premises
        during regular business hours; or

    

    
       

      (vii)  Consultant's
        Employee's
        gross incompetence that has a material adverse impact on the Company's finances
        or operations or a pattern of gross incompetence of Consultant's Employee,
        in
        each case as determined in good faith by the Board of Managers of the
        Company;

    

    
       

      
        	
              	
                (d)

              	
                “Change
                  of
                  Control”means,

              


      

    

    
       

      (i)  a
        merger or consolidation
        approved by the Company's stockholders in which securities possessing more
        than
        fifty percent (50%) of the total combined voting power of the Company's
        outstanding securities are transferred to a person or persons different from
        the
        persons holding those securities immediately prior to such
        transaction;


    

    
       

      (ii)  any
        stockholder-approved
        sale, transfer or other disposition of all or substantially all of the Company's
        assets in complete liquidation or dissolution of the
        Company;


    

    
       

      (iii)  any
        sale of substantially
        all of the company's assets pursuant to either Chapter 11 or Chapter 7 of
        the
        United States Bankruptcy Code (the "Code"),


    

    
       

      (iv)  confirmation
        of a Plan of
        Reorganization or a Plan of Liquidation under Chapter 11 of the
        Code;

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      (v)  liquidation
        of the
        Company under Chapter 7 of the Code;


    

    
       

      (vi)  the
        acquisition, directly
        or indirectly, by any person or related group of persons (other than the
        Company
        or a person that directly or indirectly controls, is controlled by or is
        under
        common control with, the Company) of beneficial ownership (within the meaning
        of
        Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities
        possessing more than fifty percent (50%) of the total combined voting power
        of
        the Company's outstanding securities pursuant to a tender or exchange offer
        made
        directly to the Company's stockholders; or


    

    
       

      (vii)  a
        change in the
        composition of the Board over a period of six consecutive months or less
        such
        that a majority of the Board members ceases, by reason of one or more contested
        elections for Board membership, to be comprised of individuals who either
        (A)
        have been Board members continuously since the beginning of such period or
        (B)
        have been elected or nominated for election as Board members during such
        period
        by at least a majority of the Board members described in clause (A) who were
        still in office at the time the Board approved such election or
        nomination.


    

    
       

      
        	
              	
                (e)

              	
                “Employed
                  Months”
                  means the number of days between the Effective
                  Date
                  and the Transaction Date divided by
                  30.

              


      

    

    
       

      
        	
              	
                (f)

              	
                “Good
                  Reason”
                  means the Company's breach of this Agreement
                  or the
                  Consulting Contract, if any, and the continuing breach by the Company
                  after receiving written notice by the Consultant giving the Company
                  at
                  least 15 days to cure such
                  breach.

              


      

    

    
       

      
        	
              	
                (g)

              	
                “Monthly
                  Consulting Fee”
                  means $12,500, the Consultant's monthly consulting
                  fee in effect on the date of this
                  Agreement.

              


      

    

    
       

      
        	
              	
                (h)

              	
                “Person”
                  means any individual, corporation (including
                  any
                  non-profit corporation), general or limited partnership, limited
                  liability
                  company, joint venture, estate, trust, association, organization,
                  labor
                  union, governmental or quasi-governmental authority of any nature,
                  or
                  other entity.

              


      

    

    
       

      
        	
              	
                (i)

              	
                “Retention
                  Bonus”
                  means the Monthly Consulting Fee multiplied
                  by the
                  number of Employed Months.

              


      

    

    
       

      
        	
              	
                (j)

              	
                “Transaction
                  Date”
                  means the date upon which a Change of Control,
                  Reorganization or Liquidation becomes
                  effective.

              


      

    

    
       

      
        	
              	
                2.

              	
                Payment
                  of Retention Bonus.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
              	
                (a)

              	
                In
                  consideration for the Consultant's efforts with the Company, the
                  Company
                  shall pay to the Consultant a Retention Bonus in the manner and
                  at the
                  times set forth herein.

              


      

    

    
       

      
        	
              	
                (b)

              	
                The
                  payments provided for in this Section 2 shall commence on June
                  1, 2007 and
                  will be paid as follows: (i) Payments equal to 25% of the Monthly
                  Consulting Fee shall be paid at the commencement of each month
                  beginning
                  on the effective date and continuing so long as this agreement
                  is in
                  affect. This amount paid monthly is 25% of the Retention Bonus;
                  (ii) the
                  remaining 75% of the Retention Bonus shall be paid as a lump sum
                  on the
                  earlier of: (A) the occurrence of a Change of Control, or (B) six
                  months
                  from the Effective Date. Any Retention Bonus amount that has accrued
                  before this Agreement has been signed shall be paid at the time
                  of
                  signing. All payments under this agreement are in addition to payments
                  made in accordance with the Consultant's consulting
                  contract.

              


      

    

    
       

      
        	
              	
                (c)

              	
                if
                  the Consultant's consulting contract with the Company is terminated
                  at any
                  time during the Term (as defined in Section 3) (i) by the Company
                  without
                  Cause or (ii) by the Consultant with Good Reason, Consultant will
                  be
                  eligible for and the Company will pay to the Consultant any remaining
                  unpaid portions of the Retention Bonus so that the Consultant will
                  receive
                  an additional payment of an amount equal to (A) the Monthly Consulting
                  Fee
                  multiplied by six minus (B) all prior Retention Bonus payments
                  paid under
                  this agreement to the Consultant The Company shall pay any amount
                  owed to
                  the Consultant pursuant to this Section 2(c) within five business
                  days of
                  any such termination.

              


      

    

    
       

      
        	
              	
                (d)

              	
                If
                  the Consultant's consulting contract with the Company is terminated
                  at any
                  time during the Term by the Company for Cause as a result of the
                  Consultant's Employee's death or disability, Consultant will be
                  eligible
                  for and the Company will pay to the Consultant any remaining unpaid
                  portions of the Retention Bonus so that the Consultant will receive
                  an
                  amount equal to (i) the Monthly Consulting Fee multiplied by the
                  number of
                  Employed Months minus (ii) all prior Retention Bonus payments paid
                  to the
                  Consultant under this agreement. The Company shall pay any amount
                  owed to
                  the Consultant pursuant to this Section 2(d) within five business
                  days of
                  any such termination.

              


      

    

    
       

      
        	
              	
                (e)

              	
                Notwithstanding
                  the foregoing, the Company shall not be required to pay and the
                  Consultant
                  shall not be eligible for a Retention Bonus (except for portions
                  already
                  paid) if the Consultant's consulting contract with the Company
                  is
                  terminated at any time during the Term (i) by the Company for Cause
                  (other
                  than as a result
                  of the Consultant's Employee's death or disability) or (ii) by
                  the
                  Consultant without Good Reason. In the event of any termination
                  pursuant
                  to this Section 2(e), any amount paid to the Consultant prior to
                  such
                  termination may be retained by the
                  Consultant.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                3.

              	
                Term.
                  This Agreement shall become effective as of the Effective Date
                  and shall
                  terminate upon the earlier of the date upon which the Consultant
                  is paid
                  its entire Retention Bonus, including the amount set forth in Section
                  2(b)(ii) above, or the date upon which the Consultant's consulting
                  contract with the Company is terminated (as the case may be, the
                  "Term").

              


      

    

    
       

      
        	
              	
                4.

              	
                Release
                  of Liability. In consideration for the Company's agreement to make the
                  payments provided for herein, the Company's obligation to pay such
                  amounts
                  is expressly conditioned upon Consultant's release of certain claims
                  as to
                  the Company and its Affiliates from any accrued actions, suits,
                  damages,
                  demands and claims related to the period of Consultant's employment
                  and/or
                  the termination of Consultant's consulting contract, except for
                  the
                  following: (a) any claims for fees, wages, commissions, benefits,
                  vacation
                  pay, reimbursement of expenses and any and all other ordinary or
                  accrued
                  amounts owed to the Consultant by the Company and its Affiliates;
                  and (b)
                  any and all claims, causes of action, demands, cross-claims,
                  counterclaims, rights of setoff, indemnity, contribution or subrogation
                  or
                  any other defense or claim which Consultant or Consultant's Employee
                  may
                  hold against the Company and its Affiliates where the Consultant
                  or
                  Consultant's Employee may be required to defend themselves due
                  to
                  litigation against the Consultant or Consultant's
                  Employee.

              


      

    

    
       

      
        	
              	
                5.

              	
                Indemnification.
                  Company shall indemnify, defend, protect, and hold harmless the
                  Consultant
                  and Consultant's Employee from and against alt actions, suits,
                  or
                  proceedings (collectively "Proceedings") and all other claims,
                  demands,
                  losses, damages, liabilities, judgments, awards, penalties, fines,
                  settlements, costs, and expenses (including court costs and reasonable
                  attorneys' fees) arising out of Consultant's and Consultant's Employee's
                  work on behalf of the Company, this Retention Bonus Agreement,
                  or the
                  Consulting Contract. THIS INDEMNITY SHALL APPLY TO MATTERS THAT
                  ARISE OUT OF THE NEGLIGENCE, STRICT LIABILITY OR OTHER GUILT OR
                  RESPONSIBILITY BY SUCH CONSULTANT OR CONSULTANT'S EMPLOYEE; PROVIDED,
                  HOWEVER, THAT THIS INDEMNITY SHALL NOT APPLY TO MATTERS ARISING
                  OUT OF THE
                  GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF THIS AGREEMENT
                  BY SUCH
                  CONSULTANT OR CONSULTANT'S
                  EMPLOYEE.

              


      

    

    
       

      
        
          	
                   

                	
                  6.

                	
                  Role
                    of Consultant.  The Company acknowledges and agrees that the
                    Consultant’s role is and has been to provide advice to the Company’s
                    management based on data provided and approved by the
                    Company.  The Company, its board of directors, and officers
                    remain solely responsible for all business decisions in accordance
                    with
                    the Company’s bylaws and other applicable law.  The Consultant
                    does not accept the legal duties owed by officers and directors
                    to the
                    Company’s shareholders, and the Company has not retained the Consultant
                    to
                    discharge any such duties.

                


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

    
       

    

    
      
        	
              	
                7.

              	
                Section
                  409A. In the event that the Company determines that any payments
                  to
                  which Consultant becomes entitled under this Agreement in connection
                  with
                  the termination of Consultant's employment constitute deferred
                  compensation subject to Section 409A of the Internal Revenue Code
                  of 1986,
                  as amended, and the regulations promulgated thereunder, the Company
                  promptly shall inform Consultant of such determination, and Consultant
                  may
                  request a delay in the receipt of any payments to be made pursuant
                  to this
                  Agreement. The Company will agree to such delay upon receipt of
                  a written
                  request from Consultant.

              


      

    

    
       

      
        	
              	
                8.

              	
                No
                  Guarantee of Employment. Nothing contained in this Agreement shall be
                  construed as a contract of employment between the Company and the
                  Consultant, or as a right of the Consultant to continue in the
                  employ of
                  the Company, or as a limitation of the right of the Company to
                  terminate
                  the Consultant with or without
                  cause.

              


      

    

    
       

      
        	
              	
                9.

              	
                Successors.

              


      

    

    
       

      
        	
              	
                (a)

              	
                This
                  Agreement shall be binding upon the Company, its successors and
                  assigns,
                  and in the event of a Change of Control of the Company or in the
                  event the
                  Company shall be merged or consolidated or otherwise combined into
                  one or
                  more other corporations or other entities, or substantially all
                  of its
                  assets are sold or otherwise transferred to one or more other corporations
                  or entities, this Agreement shall be binding upon the corporation
                  or
                  entity resulting from such merger or consolidation or to which
                  such assets
                  shall be sold or transferred and shall be assignable by it by way
                  of
                  transfer of assets, merger, consolidation or combination to the
                  same
                  extent as if it were the Company. Except as provided above in this
                  Section
                  8(a), this Agreement shall not be assignable by the Company or
                  its
                  successors and assigns. The Company will require any successor
                  or assign
                  (whether direct or indirect, by purchase, merger, consolidation
                  or
                  otherwise) to all or substantially all of the business and/or assets
                  of
                  the Company, by agreement in form and substance satisfactory to
                  the
                  Consultant, expressly, absolutely and unconditionally to assume
                  and agree
                  to perform this Agreement in the same manner and to the same extent
                  that
                  the Company would be required to perform it if no such succession
                  or
                  assignment had taken
                  place

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
              	
                (b)

              	
                This
                  Agreement shall inure to the benefit of and be enforceable by the
                  Consultant's personal or legal representatives, executors, administrators,
                  successors, heirs, distributees, devisees and
                  legatees.

              


      

    

    
       

      
        	
              	
                10.

              	
                Assignment
                  by Consultant. This Agreement shall not be assignable by the
                  Consultant and shall not be subject to attachment, execution, pledge
                  or
                  hypothecation.

              


      

    

    
       

      
        	
              	
                11.

              	
                Notice.
                  For the purpose of this Agreement, notices and all other communications
                  provided for in this Agreement shall be in writing and either delivered
                  in
                  hand or by mail by United States registered or certified mail,
                  return
                  receipt requested, postage prepaid, or by nationally recognized
                  overnight
                  courier, and shall be deemed to have been duly given the sooner
                  of when
                  actually received or three (3) days following deposit (a) in the
                  mail by
                  United States registered or certified mail, return receipt requested,
                  postage prepaid or (b) with a nationally recognized overnight courier,
                  as
                  follows:

              


      

    

    
       

      If
        to the
        Company:

    

    
       

      One
        Legacy Town Center 

      7160
        Dallas Parkway, Suite 380 

      Plano,
        Texas 75024 

      Attn:
        Chief Executive Officer

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      Eric
        Hanlon

    

    
      Lifestyles
        Integration, Inc. 

      4208
        Bamford Dr. 

      Austin,
        TX 78731

    

    
       

      or
        to
        such other address as either party may have furnished to the other in writing
        in
        accordance herewith, except that notices of change of address shall be effective
        only upon receipt.

    

    
       

      
        	
              	
                12.

              	
                Modification.
                  No provision of this Agreement may be modified, waived or discharged
                  unless such waiver, modification or discharge is agreed to in writing
                  signed by the Consultant and the Company. No waiver by either party
                  hereto
                  of, or compliance with, any condition or provision of this Agreement
                  to be
                  performed by such party shall be deemed a waiver of any other provisions
                  hereof or of any similar or dissimilar provisions or conditions
                  at the
                  same or any prior or subsequent time. No agreements or representations,
                  oral or otherwise, express or implied, with respect to the subject
                  matter
                  hereof have been made by either party which are not set forth expressly
                  in
                  this Agreement.

              


      

    

    
       

      
        	
              	
                13.

              	
                Validity.
                  The invalidity or unenforceability of any provisions of this Agreement
                  shall not affect the validity or enforceability of any other provisions
                  of
                  this Agreement, which shall remain in full force and
                  effect.

              


      

    

    
       

      
        	
              	
                14.

              	
                Governing
                  Law. This Agreement shall be governed by the laws of the State
                  of Texas without giving effect to the conflicts of law principles
thereof.
                  The parties hereby agree that the United States Bankruptcy Court
shall
                  retain exclusive jurisdiction to determine any disputes under this
Agreement
                  during the pendency of any case filed under Chapter 7 or Chapter
                  11 with the United States Bankruptcy
                  Court).

              


      

    

    
       

    

    
      
        	
              	15. 
                 

              	
                Entire
                  Agreement This Agreement constitutes the entire understanding of the
                  parties, and revokes and supersedes all prior agreements between
                  the
                  parties related to the payment of a Retention Bonus and is intended
                  as a
                  final expression of their agreement. Any consulting agreements,
                  severance
                  agreements or change of control agreements currently in place shall
                  remain
                  in place and shall not be superseded, amended or terminated as
                  a result of
                  this Agreement.

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        date
        first above written.

       

    

    
      
        
          	
                  Lifestyles
                    Integration, Inc.,

                	 	
                  Ignis
                    Petroleum Group, Inc.,

                
	
                  a
                    Texas corporation

                	 	
                  a
                    Nevada corporation

                
	 	 	 	 
	 	 	 	 
	
                   /s/
                    Eric Hanlon

                	 	
                  By:

                	
                   /s/
                    Michael P. Piazza

                
	
                  Eric
                    Hanlon

                	 	 	
                  Name: 
                    Michael P. Piazza

                
	
                  President

                	 	 	
                  Title:  President
                    & CEO