Exhibit 10.1


 


CONSULTING AGREEMENT


 


This Consulting
Agreement (“Agreement”) is entered into as of January 23, 2006, by and
between Venoco, Inc., a Delaware corporation (“Company”), and Edward J. O’Donnell
(“Consultant”).


 


WHEREAS,
the Company desires to retain the services of an experienced oil and gas
executive to assist it from time to time in developing strategies for growing
the Company and efficiently managing the existing assets of the Company; and


 


WHEREAS,
Consultant is an experienced and skilled oil and gas executive and would like
to assist the Company;


 


NOW,
THEREFORE, in consideration of the mutual covenants, representations and
agreements contained herein, and for other valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1.                                       Consulting Services: During the
Consulting Period, Consultant shall provide consulting services as reasonably
requested from time to time by the Chief Executive Officer (“Consulting
Services”). Consultant will determine the method, details and means of
performing the Consulting Services. 
Consultant will make himself reasonably available by telephone and in
person to consult for the Company for up to 25 hours per month during the
Consulting Period or as otherwise mutually agreed.


 


2.                                       Consulting Period:  The
Consulting Period will commence on January 2, 2006 and end on December 31,
2006.


 


3.                                       Compensation:  Company shall pay Consultant a consulting fee
of $80,000 for services to be rendered pursuant to this Agreement, such payment
to be made at the time this Agreement is executed.


 


4.                                       Independent Contractor; Withholdings:  The parties agree that Consultant shall be an
independent contractor and shall not be an agent or employee of the Company by
virtue of this Consulting Agreement. 
Consultant shall pay, when and as due, any and all federal, state, and
local taxes due as a result of Consultant’s compensation, including estimated
income taxes, and shall provide Company with proof of payment on demand.
Consultant hereby agrees to indemnify Company for any claims, losses, costs,
fees, liabilities, damages or injuries suffered by Company arising out of
Consultant’s breach of this section.


 


5.                                       Governing Law:  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PROVISIONS
THEREOF.


 


6.                                       Notices: All notices to be given
hereunder shall be given in writing and sent by registered or certified United
States mail, postage prepaid, to the respective address set forth below or to
such other address as either party hereto may from time to time designate.
Consultant shall also be deemed served if notice is addressed to the work site
while Consultant is performing work on the Company’s premises.


 


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If to
Consultant:


 


Edward
O’Donnell


5308
Orchard Park Lane


Santa
Barbara, CA 93111


 


If to
Venoco:


 


Venoco, Inc.


370 17th
Street, Suite 2950


Denver,
Colorado 80202


      Attention:   Timothy M. Marquez


 


7.                                       Amendments and Waivers:   No provision of this Agreement may be
modified, waived or discharged unless such modification, waiver or discharge is
agreed to in writing and signed by Consultant and the Company.


 


8.                                       Counterparts:  This Agreement may be executed in any number
of identical counterparts, each of which shall be deemed an original for all
purposes.


 


9.                                       Entire Agreement: This
Agreement constitutes the entire agreement between the Company and Consultant
relating to the matters covered hereby and may not be contradicted by evidence
of prior, contemporaneous or subsequent oral agreements of the parties.


 


10.                                 Further Assurances:  Each party agrees, from time to time, to do
and perform any and all acts and to execute any and all further instruments
required or reasonably requested by the other party more fully to effect and
carry out the intent and purposes of this Agreement.


 


IN
WITNESS WHEREOF, the parties have executed this Agreement effective for all
purposes as of the date first above written.


 


 


	
   

  	
  Venoco, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy M.
  Marquez

  	
   

  
	
   

  	
   

  	
   

  	
  Timothy M.
  Marquez

  
	
   

  	
   

  	
   

  	
  Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Consultant

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Edward J. O’Donnell

  	
   

  
	
   

  	
   

  	
   

  	
  Edward J. O’Donnell

  
						



 


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