ex10-2.htm


    Exhibit
10.2

    

     

    Management
Services Agreement with ASL Energy, LLC

     

    
      	
              1.

            	
              Texhoma
      Energy, Inc., a Nevada corporation (“Texhoma” or the “Company”) and ASL
      Energy, LLC, formerly ASL Services, LLC, a Texas limited liability company
      (“ASL”) desire to enter into this Management Services Agreement on the
      terms and conditions set forth herein, dated as of September 9, 2008. Both
      parties are desirous to enter into this Management Services Agreement
      (this “Agreement”) to document their mutual agreement, understanding of
      the tasks to be accomplished, and the compensation to be received by
      ASL.

            


    

    


    Services:

    


    
      	
              2.

            	
              The
      Agreement shall be effective on September 9, 2008 and shall continue until
      February 28, 2009 (the “Initial Term”), and shall continue thereafter on a
      month-to-month basis unless either party provides the non-terminating
      party at least thirty (30) days written notice of their intent to
      terminate this Agreement after the Initial Term (collectively the “Term”),
      and ASL shall be paid the following compensation from the Company in
      consideration for agreeing to perform the Services described below, which
      services shall begin on October 1, 2008: in consideration for providing
      Daniel Vesco, the President and Manager of ASL, to serve as a Director,
      Chief Executive Officer and Chief Financial Officer of the Company, in
      consideration for agreeing to enter into a JV(as defined below), and for
      agreeing to use its best efforts to identify assets to be contributed to
      the Company and/or identifying a merger candidate for the Company (the
      “Services”):

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      controlling shareholder of ASL, and the Chief Executive Officer of the
      Company, Daniel Vesco (“Vesco”), shall be issued 150,000,000 restricted
      shares of the Company’s common stock, which shall be earned immediately
      upon the parties’ entry into this Agreement.  The common stock
      shall be issued to Vesco at such time as Texhoma 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;

            


    

    


    
      	
               
      

            	
              b)

            	
              A
      consultant to ASL, Suzanne Chapman, shall be issued 20,000,000 restricted
      shares of the Company’s common stock, which shall be earned immediately
      upon the parties entry into this Agreement. The common stock shall be
      issued to Suzanne Chapman at such time as Texhoma 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;

            


    

    
    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
               
      

            	
              c)

            	
              ASL
      shall receive 1,000 shares of Texhoma’s Series A Preferred Stock (the
      “Preferred Stock”), which Preferred Stock has super majority voting
      rights, which Preferred Stock shall be issued to ASL within ten (10) days
      of the parties entry into this Agreement.  Texhoma also agrees
      to use its best efforts to obtain and cancel any and all shares of
      Preferred Stock of Texhoma currently outstanding, the result of which will
      be that once issued, the Preferred Stock issued to ASL will be the only
      shares of Preferred Stock then
outstanding;

            


    

    


    
      	
               
      

            	
              d)

            	
              ASL
      shall be paid a monthly fee of $20,000 per month beginning on October 1,
      2008, and continuing for the Term of this Agreement, payable in advance,
      plus reasonable and actual costs paid and/or incurred by ASL in connection
      with such Services Agreement, which amount shall be accrued if adequate
      funds are not readily available to pay the monthly fee when due, and which
      amount, at ASL’s option, with sixty-one (61) days prior written notice,
      may be converted into shares of the Company’s common stock at the rate of
      $0.002   per share in lieu of payment in
    cash;

            


    

    


    
      	
               
      

            	
              e)

            	
              ASL
      shall receive 40,000,000 options to purchase shares of Texhoma’s common
      stock at an exercise price of $0.005 per share, which options shall vest
      to ASL immediately upon the parties entry into this Agreement, shall
      expire if unexercised on September 8, 2011, and shall have cashless
      exercise rights; and

            


    

    


    
      	
               
      

            	
              f)

            	
              The
      Company shall reimburse ASL (and/or pay on ASL’s or such designee’s
      behalf) as well as other designees which are brought on by ASL to provide
      services to Texhoma for any and all reasonable and actual expenses in
      connection with lodging expenses, car rental expenses and/or telephone
      expenses and related expenses paid or incurred by Mr. Vesco or other ASL
      designees in connection with their Services to the
  Company.

            


    

    


    Indemnifications:

    


    
      	
              3.

            	
              Subject
      to the terms and conditions of this Agreement, the Company, agrees to
      indemnify, defend and hold harmless ASL, its respective affiliates, its
      respective present and former directors, officers, shareholders, employees
      and agents and its respective
      heirs, executors, administrators, successors and assigns (the “Indemnified
      Persons”), from and against any and all claims, liabilities and losses
      which may be imposed on, incurred by or asserted against any Indemnified
      Person, arising out of or resulting from, directly or indirectly to this
      Agreement or the transactions contemplated herein; provided, however, that
      the Company shall not be liable for any portion of any claims, liabilities
      or losses resulting from a material breach by ASL of its obligations under
      this Agreement or from an Indemnified Person’s gross negligence, fraud or
      willful misconduct.

            


    

    
    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    

     

    
      	
              4.

            	
              Entering
      into this Agreement will bind the Parties to strict confidentiality
      obligations in relation to the project and Company
      information.

            


    

     

    Joint
Venture:

     

    
      	
              5.

            	
              ASL
      and Texhoma hereby form a joint venture relationship on the terms and
      conditions set forth below (the “JV”), of which ASL will serve as the
      initial general partner or manager.  ASL may (i) cause funds to
      be invested, (ii) arrange financial and strategic partnerships and
      co-investment, and (iii) bring acquisition opportunities to the JV and
      assist in asset disposition. Texhoma will primarily source investment
      opportunities to the JV. In all cases, Texhoma shall have the right to
      veto any proposed deal that goes into the
JV.

            


    

     

    
      	
              6.

            	
              Co-Investment
      Rights. ASL will have co-investment rights in deals booked through this
      JV.

            


    

     

    
      	
              7.

            	
              Affiliate
      Transactions. The JV will retain ASL to provide services to the JV,
      including, without limitation, management, technical, and related
      services.

            


    

     

    
      	
              8.

            	
              Partnership
      Distributions. ASL and Texhoma will share any distributions 80% to ASL and
      20% to Texhoma.

            


    

     

    
      	
              9.

            	
              Put
      Option. Upon the formation of the JV and continuing until its winding up
      and termination or the prior written consent of both parties, ASL shall
      have the unrestricted right to require Texhoma to purchase its interest in
      the JV in exchange for shares in Texhoma at any time and from time to
      time. [The parties will negotiate the manner in which ASL’s interest will
      be valued for exchange purposes, along with any other procedural
      requirements to be met in connection with such an exchange, and will
      formalize their agreement on the matter in the JV operating agreement or a
      separate document ancillary thereto.] For purposes of this Agreement and
      in the absence of a superseding agreement, the exchange valuation
      shall be deemed to be 30% greater than the gross acquisition cost of any
      property acquired by the JV and the Put shall be exchangeable into common
      shares at market price.

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    
    

     

    

     

    
      	
              10.

            	
              Texhoma
      will allow ASL to participate on the same economic terms, as if in the JV,
      on any business Texhoma conducts that ASL arranges funding and/or an
      acquisition, directly or
indirectly.

            


    

     

    Miscellaneous

    


    
      	
              11.

            	
              No
      amendment, modification, restatement or supplement of this Agreement shall
      be valid unless the same is in writing and signed by the parties
      hereto.  No waiver of any provision of this Agreement shall be
      valid unless in writing and signed by the party against whom that waiver
      is sought to be enforced.

            


    

    


    
      	
              12.

            	
              This
      Agreement may be executed in counterparts and by the different parties in
      separate counterparts, each of which when so executed shall be deemed an
      original and all of which taken together shall constitute one and the same
      agreement.

            


    

    


    
      	
              13.

            	
              The
      captions and headings contained in this Agreement are inserted and
      included solely for convenience and shall not be considered or given any
      effect in construing the provisions hereof if any question of intent
      should arise.

            


    

    


    
      	
              14.

            	
              Should
      any clause, sentence, paragraph, subsection, or section of this Agreement
      be judicially declared to be invalid, unenforceable or void, such decision
      will not have the effect of invalidating or voiding the remainder of this
      Agreement, and the parties agree that the part or parts of this Agreement
      so held to be invalid, unenforceable or void will be deemed to have been
      stricken herefrom by the parties, and the remainder will have the same
      force and effectiveness as if such stricken part or parts had never been
      included herein.

            


    

    


    
      	
              15.

            	
              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.

            


    

    
    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    

     

    Agreed
and accepted this 9th day of
September 2008:

    


    


    
      	
              TEXHOMA
      ENERGY, INC.

            	
              ASL
      Energy,
  LLC

            
	 
      	 
      
	
              /s/ Nafi Onat

            	
              /s/
      Daniel
    Vesco

            
	
              Nafi
      Onat

            	
              Daniel
      Vesco

            
	
              Director
      and Vice President of Operations

            	
              President

            


    

    


    


    
      
        
        

      

      
        -5-