exv10w20






EXHIBIT 10.20




Consulting Agreement



This Consulting Agreement (“Agreement”) is made and entered into as of June 11, 2008 by Ignis
Petroleum Group, Inc, a Nevada corporation (the “Company”), and Lifestyles Integration, Inc, a
Texas corporation (“Consultant”).




Recitals





	A.	 	The Company is currently engaged in the business of exploration for and production of natural
gas and oil.
	 
	B.	 	The Company has recently lost key executives. The acting CEO and the Board of Directors of
the Company (the “Board”) has determined it is in the best interest of the Company to obtain
advice on business and operational strategies for the Company.
	 
	C.	 	Consultant has substantial expertise in executive leadership and consulting with and
providing management advice to companies involved in the energy industry in connection with
the formulation of business plans and strategies enabling growth and analysis of business and
operating procedures.
	 
	D.	 	Consultant has provided consulting services to the Company in the past.
	 
	E.	 	Consultant and the Company have agreed on the terms and conditions pursuant to which
Consultant will be retained to provide consulting services to the Board. This agreement will
document and govern the terms and conditions of Consultant’s provision of Consulting Services
beginning on the date of this agreement as more fully set forth below.




NOW, THEREFORE, the parties agree as follows:





	A.	 	Appointment of Consultant






	 	1.	 	Appointment; Reporting
	 
	 	 	 	By this Agreement, the Company appoints Consultant, and Consultant accepts such
appointment, to provide advice and consulting services to the Company’s Board, in
accordance with the terms and conditions of this Agreement. It is expressly understood
and agreed that Consultant is appointed by, and shall report to, the Company’s Chief
Executive Officer and the Board.






	 	2.	 	Nature of Consulting Services






	 	(a)	 	Consultant is retained to perform the following consulting services (the
“Services”) to the extent requested by the Company:






	 	(i)	 	To review the Company’s current position in Ignis Barnett Shale LLC
and assist Company in analyzing potential performance of this asset through
financial modeling and NPV analysis;
	 
	 	(ii)	 	To review the Company’s current position and assist the Company
analyzing potential performance of other existing assets and potential
acquisition of assets identified by the Company;




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	 	(iii)	 	Support the Company in the development of communications materials
for use by Company Management in presenting to potential Funding Sources and
buyers of assets of interest; and
	 
	 	(iv)	 	Provide comments and advice to the Company’s Management and the
Board on negotiating positions taken and written communications as requested by
the Board.






	 	(b)	 	The Company expressly acknowledges and agrees that Consultant is retained
to analyze and provide advice and recommendations regarding the foregoing matters,
and that Consultant does not guarantee or warrant any specific results or outcome of
any of the Services.
	 
	 	(c)	 	The Company acknowledges and agrees:






	 	(i)	 	That the Consultant’s role is to provide advice to the Company’s
Management and Board based on data provided and approved by the Company.
	 
	 	(ii)	 	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.
	 
	 	(iii)	 	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.
	 
	 	(iv)	 	The Consultant has/may have clients in addition to the Company. It
is agreed that Consultant’s services defined herein are expected to require a
modest time commitment in the range of 3 hours per week and Company will work
with Consultant to coordinate schedules in light of other commitments.
	 
	 	(v)	 	Consultant has an agreement with another client with interests in
the Barnett Shale play in Texas that includes a provision that prevents
Consultant from working with other clients with interests in the Barnett Shale
play. This Client is Ignis Barnett Shale, LLC. Ignis Petroleum Group owns an
interest after payout and return on investment in Ignis Barnett Shale, LLC.
Ignis Barnett Shale, LLC has agreed to wave this provision provided that
Consultant: (1) Does not provide any services to Company that Consultant or Ignis
Barnett Shale, LLC believe conflict with the interests of Ignis Barnett Shale,
LLC, and (2) Does not engage in any agreement or activity or gain access to any
data or information that would limit Consultant’s ability to provide services to
Ignis Barnett Shale, LLC. Company and Consultant acknowledge and agree that the
services to be provided by Consultant will not violate any of the above
provisions.






	 	(d)	 	Services NOT Provided
	 
	 	 	 	Consultant does NOT provide any of the following services and Company explicitly
acknowledges that it has obtained or will obtain the services of others to advise
Company in these areas;






	 	(i)	 	Legal services,




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	 	(ii)	 	Valuation services
	 
	 	(iii)	 	Investment banking services
	 
	 	(iv)	 	Landman services
	 
	 	(v)	 	Environmental services
	 
	 	(vi)	 	Geological/Geophysical services
	 
	 	(vii)	 	Engineering services






	 	 	 	The above list is provided to illustrate services not provided and is not intended to
be exhaustive.






	B.	 	Reports
	 
	 	 	Therefore it is mutually agreed that there will be no formal progress reports made during the
conduct of this engagement. Consultant will maintain contact with the Company’s Chief
Executive Officer and the Board and others the Company’s Board shall designate and provide them
with work product required by them to support the objectives of the Company in the form of
spreadsheets, emails, presentation materials, or other forms as required to deliver the
Services defined above.






	C.	 	Status of Consultant
	 
	 	 	Consultant and the Company expressly agree that Consultant is an independent contractor, and
all Services performed under this Agreement are performed by Consultant as an independent
contractor. Consultant shall control the time, manner, and place of performance of the
Services.






	D.	 	Term; Termination or Suspension






	 	1.	 	Except as provided below, this Agreement, and the Services to be performed under it
shall commence on the date of this agreement and shall continue thereafter until
terminated by either party as described below.
	 
	 	2.	 	The Company may terminate this Agreement at any time, but the Company shall continue
to pay the Consultant for the Services for 30 days following notice of termination to
consultant unless the termination is for cause. The term “cause” shall mean:






	 	(a)	 	Consultant’s continuing willful failure, neglect, refusal, or
nonperformance, at any time, of Consultant’s duties or obligations set forth in this
Agreement, or a willful breach by Consultant of this Agreement;
	 
	 	(b)	 	Consultant 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;
	 
	 	(c)	 	Consultant appropriation (or attempted appropriation) of a material
business opportunity of the Company or any of its affiliates, including, without
limitation,




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	 	 	 	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;






	 	(d)	 	Consultant 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;
	 
	 	(e)	 	Consultant’s repeated intoxication with alcohol or drugs while on the
Company’s premises during regular business hours.






	 	3.	 	Upon termination or cancellation of this Agreement, the Company shall have no
liability to Consultant under this Agreement except for charges for Services performed by
Consultant and accepted by the Company prior to receipt of notice of termination or
cancellation and the 30 day notice period provided for in Paragraph D2. The terms and
conditions in this Agreement that by their sense and context are intended to survive the
performance hereof by either or both parties hereunder shall so survive the termination,
cancellation, or completion of performance of this Agreement.
	 
	 	4.	 	The Consultant may terminate this Agreement upon giving 15 days’ prior written notice
thereof to Company. Additionally, the Consultant may terminate this Agreement immediately
for good reason. The term “good reason” shall mean the Company’s breach of this
Agreement.
	 
	 	5.	 	Upon termination or cancellation of this Agreement, the Consultant shall have no
liability to Company under this agreement. The terms and conditions in this Agreement
that by their sense and context are intended to survive the performance hereof by either
or both parties hereunder shall so survive the termination, cancellation, or completion of
performance of this Agreement.
	 
	 	6.	 	Upon completion of Consultant’s services hereunder or at such other time as may be
requested by Company, Consultant shall return to Company all documents, records,
notebooks, including copies thereof, whether prepared by Consultant or others, in
Consultant’s possession.






	E.	 	Compensation; Expenses






	 	1.	 	Consulting Fees






	 	 	As compensation for the performance of the Services beginning the date of this agreement and
continuing thereafter during the term of this Agreement, Consultant shall be paid the following
amounts:






	 	(a)	 	The sum of $6,800 per month (“Monthly Compensation”), paid in advance to
Consultant for each month during the term of this Agreement, as compensation for the
Services performed while working up to three hours per week; and
	 
	 	(b)	 	The sum of $700 per hour, payable on receipt of an invoice from Consultant,
as compensation for the Services performed for each hour worked beyond three hours in
any given week; and




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	 	(c)	 	The sum of $150 per hour, payable on receipt of an invoice from Consultant,
as compensation for time spent traveling in performing the services.






	 	2.	 	Reimbursement of Expenses
	 
	 	 	 	The Company shall reimburse Consultant for all reasonable and necessary business and
travel expenses actually incurred by Consultant in performing the services, subject to
receipt of a written request for reimbursement. Expenses include but are not limited to
travel, lodging, meals, copying, printing, telecommunications, and IT costs. Expenses
exceeding $1,000 per month must be approved by the Company in writing prior to being
incurred by the Consultant. Company may request appropriate supporting documentation
which Consultant will provide, at Company’s expense. Consultant shall provide supporting
documentation within 7 business days times the number of months of documentation requested
by the Company. Consultant may request prepayment of expected expenses reimbursement not
more frequently than once every two (2) weeks during the term of this Agreement, and the
Company shall pay Consultant within 5 business days following receipt of such request.
Consultant shall adjust each request for prepayment of expected expenses by the difference
between the previous periods expected expenses and the expenses actually incurred.
Consultant’s final invoice will, when paid, result in total expense reimbursements from
Company equaling actual expenses incurred.






	 	3.	 	Withholding; Benefits
	 
	 	 	 	All fees payable to Consultant under this Agreement shall be made in full, and without any
withholding, deduction, or offset of any state or federal withholding taxes, FICA, SDI, or
income taxes, nor shall the Company be obligated to pay any of Consultant’s employees’
taxes. Consultant hereby covenants and agrees that it shall be solely responsible for all
taxes, withholding, FICA, SDI, and other similar items (both employee and employer
portions) with respect to all fees paid by the Company under this Agreement, and agrees to
indemnify and hold the Company harmless with respect to such taxes and withholding.
Neither Consultant nor Principal shall be eligible for, shall participate in, or shall be
entitled to compensation in lieu of any insurance, benefit, retirement, or other plan or
program provided by the Company to its employees.






	F.	 	Confidentiality






	 	1.	 	Definitions
	 
	 	 	 	As used in this Agreement, the following words, terms, and phrases shall have the meanings
set forth below:






	 	(a)	 	“Confidential Information” shall mean and include any and all Information
(as defined in this Agreement) of the following types: (i) business or financial
information, financial statements, projections, business plans, or strategic or
marketing plans, market studies, or analyses; (ii) cost and expense information,
pricing and discount information, gross or net profit margins, or analyses; (iii)
technical data, specifications, computer software (including both source code and
object code or “executable” software), databases, and database designs; (iv)
processes, transactions, and transaction procedures; (v) production data, shop
drawings, engineering studies or reports, feasibility studies or manufacturing




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	 	 	 	studies, parts lists, product specifications, identity of suppliers or terms of supply
agreements or arrangements, production procedures, trade secrets, or secret or
proprietary processes and formulae; (vi) marketing and customer data (including, but
not limited to, identity or demographic analyses of customers), focus group reports,
“shopping” reports, and marketing or advertising studies; (vii) terms, conditions,
provisions, or obligations of any contracts or agreements to which the Company is a
party or to which any of its assets are subject, or the identity of any Person who is
a party to any contract or agreement with the Company; (viii) procedural or
operational manuals, employee manuals, training manuals, or programs; (ix) site
selections or review reports, site selection criteria, demographic analyses of or
regarding any locations of retail outlets of the Company, the terms of any lease for
any such retail outlet, or any summary thereof; (x) the identity of any employee of
the Company, and the compensation, benefits, or terms of employment of any such
employee; (xi) other confidential business information form which the Company derives
an economic or competitive advantage or from which the company might derive such
advantage in its business, whether or not labeled “secret” or “confidential;” and
(xii) such other information of or regarding the Company that the Company actually
maintains as confidential or proprietary; provided, however, that such information
shall be deemed confidential only to the extent that it (a) has not been previously
disclosed to the public, or (b) is not ascertainable from public or published
information or trade sources, or (c) is not subsequently publicly disclosed (other
than by a violation of this Agreement). Any Information that is marked or otherwise
identified as “Confidential Information” at the time of Disclosure shall be presumed
to be Confidential Information for the purposes of this Agreement.






	 	(b)	 	“Information” shall mean and include any data or information Disclosed (as
defined in this Agreement) in the form of (i) any written information, reports,
documents, books, notebooks, memoranda, charts, or graphs; (ii) computer tapes,
disks, CD-ROM, files, or other mechanical or electronic media; (iii) oral statements,
representations, or presentations; (iv) audio, visual, or audio-visual materials or
presentations, including audiotapes, videocassettes, laser discs, or CDs; and (v) any
other documentary, written, magnetic, or other permanent or semi-permanent form.
	 
	 	(c)	 	“Disclose” or “Disclosure” shall mean and include any delivery,
transmittal, presentation, or representation of Information, by any Person to any
other Person.
	 
	 	(d)	 	“Person” shall mean and include any individual or natural person,
corporation, trust, proprietorship, partnership, limited partnership, joint venture,
limited liability company, limited liability partnership, or any other entity.






	 	2.	 	Agreement to Provide Information
	 
	 	 	 	The Company agrees to promptly and fully Disclose to Consultant any Information of or
regarding the Company, its business, or operations, including Confidential Information, as
Consultant may reasonably request in connection with the performance of the Services by
Consultant, which the Company deems, in its sole discretion, to be necessary for the
performance of the Services by Consultant.




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	 	3.	 	Agreement to Maintain Confidentiality
	 
	 	 	 	Consultant agrees to retain and maintain in strict confidence, and to require its
representatives, agents, employees, officers, directors, shareholders, partners,
principals, successors, assignees, members, affiliates, consultants, or professional
representatives and advisors to retain in confidence any and all Confidential Information
of the Company. Consultant agrees that, without the prior express written consent of the
Company, Consultant shall not: (i) Disclose any such Confidential Information to any
other Person; (ii) use any such Confidential Information for the benefit of any Person
other than the Company; or (iii) permit any Confidential Information to be Disclosed to or
used by any Person other than the Company.






	 	4.	 	Continuation of Covenant; Obligations on Termination
	 
	 	 	 	Consultant expressly agrees and acknowledges that the obligation of Consultant pursuant to
Section F3 of this Agreement shall continue, notwithstanding the expiration of this
Agreement, the completion of the Services, and/or any termination of this Agreement by
either Consultant or the Company, so long as Consultant, has any knowledge, possession, or
control of, or access to, any Confidential Information of the Company. Upon the
completion of the Services, or any other termination or expiration of this Agreement, for
any reason, Consultant shall, if required to do so by the Company, promptly return to the
Company (without retaining copies, in any medium) any and all Confidential Information of
the Company in the possession or control of Consultant.






	G.	 	Indemnification.
	 
	 	 	General Agreement for Indemnification.






	 	1.	 	The Company hereby agrees to indemnify, defend and hold Consultant harmless from and
against all claims, liabilities, losses, damages and expenses as they are incurred,
including legal fees and disbursements of counsel and the costs of Consultant’s
professional time, relating to or arising out of any transaction or matter which is
related to the subject matter of this Agreement, including any legal proceeding in which
Consultant may be required or agree to participate but in which it is not a party. 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 WILLFUL BREACH OF THIS AGREEMENT BY SUCH CONSULTANT OR
CONSULTANT’S EMPLOYEE.
	 
	 	2.	 	Consultant agrees to notify the Company of the commencement of any action for which
indemnification is sought hereunder, but the failure so to notify the Company will not
relieve the Company from liability hereunder unless and to the extent such failure
prejudices the Company or results in the forfeiture by the Company of any rights and/or
defenses. The Company shall, upon notice to Consultant, be entitled to assume the defense
of any action for which indemnification is sought hereunder with counsel of the Company’s
own choice at the Company’s expense (in which case the Company shall




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	 	 	 	not thereafter be responsible for the fees and expenses of any separate counsel retained
by Consultant except as set forth below), provided, however, that such counsel shall be
satisfactory to Consultant. The Company shall continue to be responsible for any
reasonable costs incurred by Consultant for investigation requested by the Company or for
providing evidence as a witness in such proceeding. Notwithstanding the Company’s
election to assume the defense of such action, Consultant shall have the right to employ
separate counsel and to participate in the defense of such action, and the Company shall
bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the Company to represent Consultant would present such counsel with a
conflict of interest, or such counsel fails to make a determination that it has no
conflict of interest with respect to its representation of Consultant; (ii) the actual or
potential defendants in, or targets of, any such action include both the Company and
Consultant, and Consultant shall have reasonably concluded that there may be legal
defenses available to Consultant which are different from or additional to those available
to the Company (in which case the Company shall not have the right to assume the defense
of such action on Consultant’s behalf); (iii) the Company shall not have employed counsel
satisfactory to Consultant to represent Consultant within a reasonable time after notice
of the institution of such action; or (iv) the Company shall authorize Consultant to
employ separate counsel at the Company’s expense. The Company shall not settle any
proceeding without the consent of Consultant, unless such settlement includes a provision
releasing Consultant from all liability in respect to the claims against Consultant.
	 
	 	3.	 	Survival and Succession.
	 
	 	 	 	The Company’s obligation to indemnify Consultant as provided in paragraph G1 shall survive
the termination of this Agreement. Further, this Agreement, in its entirety, shall inure
to the benefit of and be binding on the successors and assigns of the Company and
Consultant, and the indemnity agreement set forth in Paragraph G1 hereof shall extend to
and inure to the benefit of any affiliates, stockholders and employees of Consultant and
any successors, assigns, heirs and personal representatives of any such person or entity.






	H.	 	Notices
	 
	 	 	Any notices to be given under this Agreement shall be in writing, sent by registered or
certified mail, postage prepaid, return receipt requested, addressed to such party as follows:






	 	1.	 	Notices to the Company:






Ignis Petroleum Group, Inc




One Legacy Town Center




7160 Dallas Parkway, Suite 380




Plano, Texas 75024




Attn: Geoff Evett



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	 	2.	 	Notices to Consultant:






Lifestyles Integration, Inc.




4208 Bamford Dr.




Austin, Texas 78731




Attn.: Eric Hanlon




	 	3.	 	Notices sent in accordance with this Section shall be deemed effective on the date of
dispatch. Any changes in the information set forth in this Section shall be upon notice
to the other party delivered in the manner set forth above.






	I.	 	Entire Agreement
	 
	 	 	This Agreement, constitutes the entire understanding between the parties related to services to
be performed commencing on the date of this agreement, and supersedes all prior agreements and
negotiations related to this specific engagement commencing on the date of this agreement,
whether oral or written. There are no other agreements between the parties, except as set forth
in this Agreement and provisions of past written Agreements between the Company and Consultant
related to previous engagements that survived the termination of those agreements. No
supplement, modification, waiver, or termination of this Agreement shall be binding unless in
writing and executed by all parties to this Agreement.
	 
	J.	 	Assignment; Binding Effect
	 
	 	 	Neither this Agreement nor any rights, benefits, or obligations under it may be assigned by any
party to this Agreement without the prior express written consent of the other party. Subject
to the foregoing, this Agreement shall inure to the benefit of and be binding upon all of the
parties to this Agreement and their respective executors, administrators, successors, and
permitted assigns.
	 
	K.	 	Severability
	 
	 	 	In the event any of the provisions of this Agreement are found by a court of competent
jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not be affected.
	 
	L.	 	Construction
	 
	 	 	The headings of the Sections contained in this Agreement are for reference purposes only, and
shall not affect the meaning or interpretation of this Agreement. The parties have been
advised by counsel in connection with this Agreement. This Agreement shall be construed and
interpreted in accordance with the plain meaning of its language, and not for or against either
party, and as a whole, giving effect to all of the terms, conditions, and provisions of this
Agreement.
	 
	M.	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in accordance with the laws of the State of
Texas. Any legal action, suit, or proceeding with respect to this Agreement shall be brought
exclusively in a federal or state court in Travis County, Texas. Each party consents





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	 	 	to the jurisdiction of the federal and state courts in Travis County, Texas having subject
matter jurisdiction arising under this Agreement.
	 
	N.	 	Counterparts
	 
	 	 	This Agreement may be executed in two or more counterparts, which shall together constitute one
and the same agreement.
	 
	O.	 	Attorney Fees
	 
	 	 	In the event that any party to this Agreement shall commence any suit or action to interpret or
enforce this Agreement, the prevailing party in such action shall recover that party’s costs
and expenses incurred in connection with the suit or action, including attorney fees and costs
of appeal, if any.
	 
	P.	 	Limitation of Liability
	 
	 	 	The Company further agrees that if Consultant or Consultants Employee should be liable for loss
or damage of any kind, including any claim of loss or damage arising out of the failure of
Consultant or Consultant’s Employee to discharge Consultant’s duties under this Agreement,
other than that arising out of the willful misconduct or gross negligence by Consultant or
Consultant’s employee, Consultant’s and Consultant’s Employee’s combined liability will be
limited to the greater of $12,000 or 45% of professional fees paid under this Agreement not to
exceed the total professional fees paid under this Agreement and that the provisions of this
paragraph will apply if loss or damage, irrespective of cause or origin, results directly or
indirectly, to persons or property from the performance of obligations imposed by this
Agreement, or from negligence, active or otherwise, of Consultant, its agents and employees.
The Company must provide Consultant written notice of any claim of loss or damage, irrespective
of cause or origin, including any claim of loss or damage arising out of the failure of
Consultant to discharge Consultant’s duties under this Agreement, within Four weeks of the act
or omission of Consultant that the Company contends was the cause of any such loss or damage.
Any such claim for loss or damage on the part of the Company against Consultant for which
timely written notice is not provided as required by this paragraph is expressly waived by the
Company.





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



COMPANY



Ignis Petroleum Group, Inc.




	 	 	 
	/s/ Geoff Evett
 


	 	 





Geoff Evett, Chief Executive Officer



CONSULTANT



Lifestyes Integration, Inc.




	 	 	 
	/s/ Eric B. Hanlon
 


	 	 





By: Eric B. Hanlon



Its: President





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