ex10-5.htm


    Exhibit
10.5

     

    Consulting
Agreement

    


    This
Consulting Agreement (“Agreement”) entered into as of the 10th day of September
2008, to be effective as of September 1, 2008, is entered into by and between
Texhoma Energy, Inc., a Nevada corporation (“Texhoma”) and Marshall Auerback, an
individual (the “Consultant”), each a “Party” and collectively the
“Parties.”

    


    WHEREAS, Texhoma desires for
the Consultant to provide services to Texhoma and the Consultant desires to
provide services to Texhoma on the terms and conditions set forth
below.

    


    NOW, THEREFORE, in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:

    


    1.           Consulting
Services.

    


    The
Consultant agrees to provide services to the Company which may include, but are
not limited to, introductions to financing sources, potential strategic
partners, and/or general advisory services (the “Services”).

    


    2.           Consideration.

    


    In
consideration for the Consultant agreeing to provide the Services, Texhoma
agrees to issue the Consultant 5,000,000 restricted shares of Texhoma’s common
stock (the “Common Stock”), which shall be treated as earned by Consultant as
soon as the Parties enter into this Agreement.  The Common Stock shall
be issued to the Consultant at such time as the Company chooses and not later
than when it is able to obtain shareholder approval and affect an increase in
its total number of authorized but unissued shares of common stock.

    


    3.           Representations of
Consultant.

    


    
      	
               
      

            	
              a)

            	
              Consultant
      recognizes that the Common Stock has not been registered under the
      Securities Act of 1933, as amended (“Act”), nor under the securities laws
      of any state and, therefore, cannot be resold unless the resale of the
      Common Stock is registered under the Act or unless an exemption from
      registration is available.  The Consultant may not sell the
      Common Stock without registering them under the Act and any applicable
      state securities laws unless exemptions from such registration
      requirements are available with respect to any such
  sale;

            


    

    


    
      	
               
      

            	
              b)

            	
              The
      Consultant is acquiring the Common Stock for his, her or its own account
      for long-term investment and not with a view toward resale,
      fractionalization or division, or distribution thereof, and it does not
      presently have any reason to anticipate any change in its circumstances,
      financial
      or otherwise, or particular occasion or event which would necessitate or
      require the sale or distribution of the Common Stock.  The
      Consultant confirms and represents that it is able (i) to bear the
      economic risk of its investment, (ii) to hold the Common Stock for an
      indefinite period of time, and (iii) to afford a complete loss of its
      investment.  The Consultant also represents that it has (i)
      adequate means of providing for its current needs and possible personal
      contingencies, and (ii) has no need for liquidity in this particular
      investment.

            


    

    
    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              c)

            	
              The
      Consultant acknowledges that he, she, or it is an “Accredited Investor” as
      defined in Rule 501 of Regulation D of the Act as adopted by the
      Securities and Exchange Commission; and/or that the Consultant is not a
      “U.S. Person” and the issuance of the Common Stock and the transactions
      evidenced by this Agreement is exemption from registration pursuant to
      Regulation S of the Act; and/or that the Consultant is aware of the
      business operations and financial condition of Texhoma including the risks
      associated therewith and has access to and has reviewed similar
      information regarding Texhoma in Texhoma’s periodic and current report
      filings on the Securities and Exchange Commission’s EDGAR filing system as
      would be included in a registration statement, including risk factors,
      audited annual and unaudited interim financial statements, results of
      operations and business operations information regarding Texhoma and as
      such, the issuance of the Common Stock is exempt from registration under
      the Act.

            


    

    


    4.           Term.

    


    This
Agreement shall have a one year term, and shall be renewable upon the expiration
of such term by the mutual consent of the Parties.  This Agreement may
be terminated by either party with thirty (30) days written notice to the
non-terminating Party.

    


    5.           Signatures.

    


    This
Agreement may be executed in several counterparts, each of which is an
original.  It shall not be necessary in making proof of this Agreement
or any counterpart hereof to produce or account for any of the other
counterparts.  A copy of this Agreement signed by one Party and faxed
to another Party shall be deemed to have been executed and delivered by the
signing Party as though an original.  A photocopy of this Agreement
shall be effective as an original for all purposes.

    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
parties have duly executed this Agreement effective as of the day and year first
above written.

    


    
      	
              Texhoma Energy,
      Inc.

            	
              “Consultant”

            
	
              A
      Nevada Corporation

            	 
      
	 
      	 
      
	
              /s/
      Daniel Vesco

            	/s/
      Marshall Auerback
	
              Dan
      Vesco

            	
              Marshall
      Auerback

            
	
              President

            	 
      
	 
      	 
      
	
              Date:
      09/08/08

            	
              Date:
      09/24/08

            


    

    


    


    
      
        
        

      

      
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