ex10-13.htm


    


    EXHIBIT
10.13

     

    Amended
and Restated Agreement dated as of November 17, 2008 between Isramco Inc. and
Goodrich Global Ltd

    


    AMENDED
AND RESTATED AGREEMENT

    


    This AMENDED AND RESTATED AGREEMENT is entered into
as  of November 17,  2008, between Isramco, Inc., with
offices at 4801 Woodway Drive, HOUSTON, TX 77056 (the "Company")
and  Goodrich Global  Ltd. with offices at R.G.Hodge Plaza,
Upper Main Street, Road Town, Tortola, British Virgin Island (the
"Consultant").

    


    ARTICLE
IX                          WHEREAS, Consultant is in the
business of providing management personnel to advise businesses relating to
their operations and investments in the United States and maintains executive
and operating personnel for this purpose;

    


    ARTICLE
X                            WHEREAS, Haim Tsuff, the
Company’s Chief Executive Officer and Chairman of the Board of Directors
(“Tsuff”), is the principal employee and principal shareholdreof Consultant and
has held such position since 1995.

    


    WHEREAS, Consultant has been
providing services of the subject type to the Company since 1996 puruant to an
Agreement originally entred into as of   May 1996 and
subsequently amended thereafter (the “Original Agreement”);

    


    WHEREAS, the Company and
Consultant desire to amend and restate the Original Agreement in its entirety so
as to better reflect the working arangement between them as hereinafter
provided.

    


    ARTICLE
XI                           NOW, THEREFORE, in
consideration of the mutual covenants and promises herein contained, Consultant
and the Company hereby agree as follows:

    


    
      	
              1.

            	
              Consulting
      Services.  (i) The Company hereby engages Consultant and
      Consultant hereby agrees to make itself available to render at the request
      of the Company, certain independent advisory and consulting
      services  with respect to the expansation and management of oil
      and gas properties in the United States,   to the best of
      its ability in compliance with all applicable laws, the Company's Articles
      of Incorporation and By-laws and under the terms and conditions hereof.
      Services rendered by Consultant hereunder may be made via telephone
      and via
      correspondence. It is understood that the services rendered shall be upon
      the request of the Company and shall be rendered at such time, in such
      manner and at such places as shall be reasonably convenient and consistent
      with Consultant's other business and personal commitments. Consultant
      shall continue to provide the services hereunder only so long as
      (i)  Tsuff continues in the employ of the Consultant and (ii)
      Tsuff continues to serve as Chief Executive Officer of the Company or in
      any other senior management capacity. Consultant and Tsuff understand that
      Tsuff’s service as Chief Executive Officer of the Company or in any other
      similary situated senrior mangement position of the Company is subject to
      the Company’s Board of Directors. If for any reason whatsoever, Tsuff no
      longer serves the Company in any senior management capacity or if he is no
      longer emplyed by the Consultant, then, without any further action by
      either party other than the delivery of notice by the Company to
      Consultnat, this agreement shall be deemed to have been termianted in
      accordance with the provisions of Section 7
  hereof.

            


    

    
      	
               
      

            	
              (ii)
      The services hereunder shall be provided solely by Tsuff or by those
      directly under his supervision.

            


    

    


    
      	
              2.

            	
              Compensation. (i) In
      consideration of Consultant's promise to perform the services for the
      Company as provided for in Section 1 hereof and as an inducement to enter
      into this Agreement,
      the Company shall pay to Consultant or a company owned by
      Consultant, an annual consulting fee of Three Hundred Sixty Thousand
      (360,000) Dollars payable in installments of Thirty Thousand ($30,000)
      Dollars per month. All monthly payments shall be paid on or before the
      tenth (10th) day of each month with the first payment due June 1,
      2008.

            


    

    


    (ii) In
addition, the Consulant shall be entitled to receive, with respect to each
completed fiscal year beginning with the fiscal year schedueld to end on
December 31, 2008, an amount in cash equal to five percent (5%) of the Company’s
pre-tax recorded profit (the “Supplemental Payment”). The Supplemental payment
shall be made within ten (10) business days after the  filing with the
Securities and Exchange Commission of the Company’s annual report on Form 10-K
for such fiscal year.  For purposes of this Agreement, “profit” shall
mean the pre – tax recorded profit as specified in the Company’s annual report
on Form 10-K, but exlcuding unrealized gain or loss on derivative
transactions.

    


    
      	
              3.

            	
              Expenses. Consultant
      shall be reimbursed for all reasonable business expenses incurred by it
      during the Consulting Term (as hereinafter defined) in the performance of
      its services hereunder in compliance
      with the existing policies of the Company relating to reimbursement of
      such expenses. Consultant is required to submit sufficient documentation
      of expenditures.

            


    

    


    
      	
              4.

            	
              Independent Contractor. It is
      expressed, understood and agreed that Consultant is acting as an
      independent contractor in performing its services hereunder. The Company
      shall carry no workmen's compensation insurance or any accident insurance
      to cover Consultant. The Company shall not pay any contribution to social
      security, employment insurance, federal and state withholding
      taxes.

            


    

    


    
      	
              5.

            	
              Term. This Agreement shall
      be in fulll force and effect for the period commencing June 1, 2008 and
      continuing up to and through May 31, 2011 (the “Consulting Term”).
      Notwithstanding the foregoing, the term of this Agreement shall be
      automatically extended for an additional term of three (3) years
      commencing June 1, 2011 through May 31, 2014, unless the Company has given
      Consultant written notice, at least ninety (90) days prior to June 1,
      2011, that it does not intend for the term to be automatically
      extended.

            


    

    


    
      	
              6.

            	
              Death
      and Disability. If Consultant during the term of this Agreement is
      unable to perform services by reason of illness or incapacity of Tsuff,
      the compensation to Consultant shall nevertheless continue at its present
      rate for the duration of the Consulting Term. If Tsuff dies during the
      term of this Agreement, the compensatin payable pursuant to Section 2
      hereof shall continue for a period of one (1) year fromTsuff’s
      death.

            


    

    


    
      	
              7.

            	
              Termination
      Payment. In the event Consultant’s relationship is terminated by
      the Company, Consultant shall be entitled to receive a severance payment
      in one lump sum equal to the balance of the unpaid consulting fee due to
      Consultant for the remaining term of this Agreement simultaneously with
      its termination. Notwithstanding the foregoing, this Agreement may be
      terminated at will by Consultant upon thirty (30) days prior written
      notice to the Company. In such event, the termination payment provided for
      in Section 7 hereof shall not be applicable and Consultant shall only be
      entitled to one (1) additional month of compensation after notice of
      temination.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    
      	
              8.

            	
              Severability.
      With respect to any provision of this Agreement finally determined by a
      court of competent jurisdiction to be unenforceable, Consultant and the
      Company hereby agree that such court shall have juridiction to reform such
      provision so that it is enforceable to the maximum extent permitted by
      law, and the parties agree to abide by such court’s determination. In the
      event that any provision of this Agreement cannot be reformed, such
      provision shall be deemed to be served from this Agreement, but every
      other provision of this Agreement, shall remain in full force and
      effect.

            


    

    


    
      	
              9.

            	
              Binding Effect:
      Assignment. The terms and provisions of this Agreement shall be
      binding on and inure to the benefit of Consultant, the Company and their
      respecttive heirs, executors, administrators, legal representatives,
      successors and assigns. This Agreement shall require the personal services
      of Consultant and consequently, Consultant may not assign, pledge or
      encumber in any way all or party of its obligators under this Agreement
      without the prior written consent of the Company. The Company may assign
      its rights and obligations hereunder without the consent of Consultant.
      Notwithstanding the foregoing, the Company shall continue to act as a
      guarantor of its obligations
hereunder.

            


    

    


    
      	
              10.

            	
              No
      Modification. No agreement, modification, or any provision of this
      Agreement, nor consent to any departure therefrom shall be effective
      unless the same shall be in writing and signed by the parties
      hereto.

            


    

    


    
      	
              11.

            	
              Governing Law.
      This Agreement shall be governed and construed in accordance with the
      internal laws of the State of Texas. The parties agree to subject themself
      to the exclusive jurisdiction and venue of any court in the Southern
      District of Texas.

            


    

    


    
      	
              12.

            	
              Notices. All
      notices, consents, demands, requests, approvals and other communications
      which are required or may be given hereunder shall be in writing and be
      deemed to have been given, delivered or mailed, registered or certified,
      first class postage prepaid and telefax as
  follows:

            


    

    


    
      	
               
      

            	
              If to
      Consultant:

            


    

    
      	
               
      

            	
               Goodrich
      Global  Ltd.

            


    

    R.G.Hoge
Plaza, 2nd
Floor

    Upper
Main Street

    P.O.Box
3152

    Road
Town, Tortola, British Virgin Island

    Attention:
Mr. Haim Tsuff

    


    
      	
               
      

            	
              If to
      Company:

            


    

    
      	
               
      

            	
              Isramco,
      Inc.

            


    

    
      	
               
      

            	
              4801
      Woodway Drive, HOUSTON, TX 77056

            


    

    
      	
               
      

            	
              Attention:
      Mr. Jim Hutchinson

            


    

    


    


    
      	
              13.

            	
              Captions. The
      section headings of this Agreement are included for convenience only and
      shall not constitute a part of this Agreement in construing or
      interpreting any provision hereof.

            


    

    


    IN WITNESS WHREOF, the parties
hereto have executed or caused to be executed this instrument as of the day and
year first above written.

     

    
      	
               
      

            	
              Isramco,
      Inc.

            


    

    


    
      	
               
      

            	
              By:
      _______________________

            


    

    


    
      	
               
      

            	
              Goodrich
      Global Ltd

            


    

    


    
      	
               
      

            	
              By:
      _______________________