exv10w33



 





Exhibit 10.33




SERVICES AGREEMENT




This Agreement is entered into by and between General Atomics, a California corporation (“GA”) and
Oceanic Exploration Company, a Delaware corporation (“Oceanic”), and is effective June 30, 2007
(the “Effective Date”). GA and Oceanic are individually referred to herein as a “Party” and
collectively as the “Parties”.



RECITALS




WHEREAS, Oceanic wishes GA to provide it with executive management services and GA is willing to
provide such services.



NOW THEREFORE, in consideration of the promises, mutual covenants and agreements herein contained,
the Parties hereto agree as follows:




	 	1.	 	Scope of Services. Stephen M. Duncan (“Duncan”) is a full time employee of
GA. Duncan has been appointed as President of Oceanic and in that capacity will be devoting
part of his working time to Oceanic’s business affairs. In order for Duncan to devote part
of his time to Oceanic, the Parties have agreed that GA shall provide Duncan’s services on
the terms set forth herein to Oceanic on a part-time basis as Duncan and Oceanic shall
agree is necessary or desirable to fulfill Duncan’s duties as President. The Parties
acknowledge and agree that, although Duncan shall be GA’s employee and not Oceanic’s
employee, GA shall exercise no supervision or control over Duncan or Duncan’s exercise of
discretion, judgment or decision making in his capacity as President of Oceanic.
	 
	 	2.	 	Term. This Agreement shall commence as of the Effective Date and shall remain
in effect until terminated by either Party in accordance with the Termination provision set
forth in Paragraph 10 below.
	 
	 	3.	 	Consideration/Payment. Labor-related costs, including salary and fringe
benefits, incurred in the performance of services identified in Paragraph 1 shall be billed
at a fixed monthly amount of $7,500.00. Non-labor related costs, including travel,
required in the performance of services identified in Paragraph 1 shall be billed at actual
cost plus a fixed handling fee of 2.5%. Payments to GA for services rendered will both be
due and payable in full no later than 30 days after the invoice date. All payments made
pursuant to this Agreement will be in U.S. Dollars and will be paid by check or wire
transfer to the account designated on the GA invoice.
	 
	 	 	 	The Parties acknowledge that the $7,500.00 fixed monthly amount provided for, herein, shall
be reviewed annually. That amount may be adjusted by mutual agreement between the parties.
	 
	 	4.	 	Limitation of Liability. Each Party hereto shall use its best efforts in the
performance of its obligation under this Agreement; and, provided it has done so, shall not
be liable to the other Party for any loss or damage of whatever nature sustained by the
other Party, as a result of such performance. The provision of this Paragraph 4 shall
apply notwithstanding any conflicting provision(s) of any other agreement and to the full
extend permitted by law and regardless of fault.
	 
	 	5.	 	Standards and Remedies. If the performance of any tasks by GA under this
Agreement was not in accordance with that which could be reasonably expected, Oceanic will
give GA prompt notice and GA will, if practicable at that time, re-perform the
non-complying portion of the work in accordance with the terms of this Agreement. Such
re-performance by GA shall be Oceanic’s exclusive remedy and shall be GA’s sole obligation.
GA shall not be responsible for the use of or the inability to use any information
furnished in conjunction with the work performed hereunder.
	 
	 	 	 	THE EXPRESS UNDERSTANDING AND THE REMEDY SET FORTH IN THIS PARAGRAPH 5 ARE EXCLUSIVE AND NO
WARRANTIES OR REMEDIES OF ANY KIND, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESSED OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USAGE SHALL
APPLY.
	 
	 	6.	 	Conflict of Interest.  If in rendering services hereunder either Party at any
time has reason to believe that such services may involve matters as to which the
respective interests of the Parties may be in conflict, the Party which first becomes aware
of the potential conflict of interests shall immediately advise the other Party and call
attention to any possible means by which such conflicts may be reconciled and eliminated.




 









 






	 	7.	 	Action by the Parties. Each Party hereto shall not be responsible for the acts
or omissions of the employees, contractors, subcontractors, or agents of the other Party
and, except as may be otherwise stated in a separate agreement, shall not be liable for any
property damage or personal injury caused by any act or failure to act by such employees,
contractors, subcontractors or agents of the other Party.
	 
	 	8.	 	Assignment. The delegating or assigning by either Party hereto of any or all
of its duties or rights hereunder may be made only with the written consent of the other
Party.
	 
	 	9.	 	Applicable Law. The rights and obligations of the Parties hereto shall be
interpreted in accordance with and governed in all aspects by the laws of the State of
Delaware.
	 
	 	10.	 	Termination. Either Party hereto may terminate this Agreement at any time by
providing notice in writing at least thirty (30) calendar days in advance of the effective
date of such termination. Paragraph 4 and Paragraph 7 shall survive termination of this
Agreement as long as is permitted by law. Notwithstanding the above, this Agreement shall
terminate immediately upon the termination of Duncan’s position as President of Oceanic.
	 
	 	11.	 	Notices. Notices under this Agreement will, until further notice, be in
writing and will be sent by facsimile followed by courier mail to the respective Parties at
the addresses below:





	 	 	 	 	 	 	 
	 	 	Oceanic: Oceanic Exploration Company	 	 
	 

	 	 	 	7800 East Dorado Place, Suite 250	 	 
	 

	 	 	 	Englewood, Colorado 80111	 	 
	 

	 	 	 	Attention: Courtney Cowgill, CFO	 	 
	 

	 	 	 	Facsimile No.: (303) 779-8644	 	 
	 
	 	 	 	 	 	 
	 

	 	GA:
	 	General Atomics	 	 
	 

	 	 	 	3550 General Atomics Court	 	 
	 

	 	 	 	San Diego, California 9212	 	 
	 

	 	 	 	Attention: Anthony Navarra, CFO	 	 
	 

	 	 	 	Facsimile No.: (858) 455-4215
	 	 







	 	12.	 	Severability. In the event that any one or more provisions contained herein
will be held by a court of competent jurisdiction to be invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions
contained herein will not in any way be affected or impaired thereby and the Parties agree
to replace such invalid, illegal or unenforceable term or provision with an enforceable and
valid arrangement that in its economic effect, will be as close as possible to the invalid,
illegal or unenforceable term or provision.
	 
	 	13.	 	Entire Agreement. This Agreement contains the entire agreement between the
Parties hereto with respect to the subject matter set forth herein and supersedes any and
all other agreement, oral or written, in respect to the subject matter hereof. With the
exception of a change in price per Paragraph 3, this Agreement shall not be modified or
amended except by an instrument in writing signed by an authorized representative of both
Parties.





	 	 	 	 	 	 	 	 	 
	General Atomics Corporation	 	 	 	Oceanic Exploration Company
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Anthony Navarra
	 	 	 	By:
	 	/s/ Courtney Cowgill
	 

	 	 

     Anthony Navarra
	 	 	 	 	 	 
Courtney
Cowgill
	 

	 	     Senior Vice-President, CFO and
Treasurer
	 	 	 	 	 	CFO/Corporate Treasurer