ex1016.htm


    Exhibit
10.16


    Amended
and Restated

    Agreement

    for

    Exploration,
Production and Strategic Services

    between

    Index
Oil and Gas Inc.

    and

    ConRon
Consulting Inc.

    


    


    This
Amended and Restated Agreement for Exploration, Production and Strategic
Services between Index Oil and Gas Inc. and ConRon Consulting Inc. (the “Agreement”) is effective as of October
1, 2008 (the “Effective
Date”) by and
between Index Oil and Gas Inc., a Nevada corporation (the “Company”), and ConRon Consulting
Inc., a Texas corporation (the “Contractor”).

     

    RECITALS

    


    WHEREAS,
the parties entered into the Agreement for Exploration, Production and Strategic
Services between Index Oil and Gas Inc. and ConRon Consulting Inc. as of
February 1, 2008 (the “Original
Agreement”);
and

     

    WHEREAS,
the parties entered into Addendum #1 to the Original Agreement as of June 1,
2008; and

     

    WHEREAS,
the parties entered into Addendum #2 to the Original Agreement as of July 1,
2008; and

     

    WHEREAS,
the parties now desire to amend and restate the Original Agreement, as amended
by Addendum #1 and Addendum #2 (collectively the “Prior
Agreements”), for
compliance with Section 409A of the Internal Revenue Code and the Treasury
Regulations thereunder, and to make certain other changes;

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained in
this Agreement and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to the following
terms:

     

    TERMS

    


    1. Impact on Prior
Agreements.  The Prior Agreements are hereby amended and
restated as of the Effective Date.  As of the Effective Date, the
Company shall have no further liabilities, obligations, or duties to the
Contractor, and the Contractor shall forfeit all remaining rights and benefits,
under the Prior Agreements.  Notwithstanding the previous sentence,
any obligations of the Contractor under any Prior Agreements relating to
confidential information shall survive and remain effective; provided, however,
that if any such obligations conflict with any obligations of the Contractor
under this Agreement relating to confidential information the terms of this
Agreement shall control.

     

    2. Services and
Performance.  The Company hereby engages the Contractor to
supply such exploration, production and strategic business services (the “Services”) as may be requested by the
Company.  Services shall include, but not be limited to, the
following:

     

    a. Managing
the agreement between the Company and Moyes & Co., Inc. dated February 1,
2008, and any successor agreement (the “Moyes
Contract”);

     

    b. Advising
the Company on merger and acquisition opportunities presented by either Moyes
& Co., Inc., the Company or the Contractor;

     

    c. Preparing
presentation materials, including technical and financial
information;

     

    d. Advising
the Board of Directors of the Company on the operations of the
Company;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    e. Undertaking
technical and commercial reviews of forward opportunities as requested by the
Company;

     

    f. Providing
an individual to act as Chief Operating Officer, both internally within the
Company and for the external community.

     

    The
Contractor represents and warrants to the Company that it has the experience,
expertise, ability, and resources to provide the Services.  The
Contractor shall be solely responsible for all costs incurred in performing the
Services to the extent such costs are not paid for by the Company in accordance
with Section 9.  The Contractor shall be solely responsible for
supervising, controlling, and directing the details and manner of the
Services.  Nothing in this Agreement shall give the Company the right
to hire, supervise, control, or direct the details and manner of the Services by
the Contractor.  The Contractor’s Services must meet the Company’s
final approval and shall be subject to the Company’s general right of inspection
to secure successful and timely Services.

     

    3. Service
Fees.  In consideration of successful and timely Services
rendered, the Company shall pay to the Contractor the service fees and Company
equity described below (collectively the “Service
Fees”):

     

    a. The
Contractor shall be paid $2,000 for each of the first ten working days during a
calendar month and $1,500 for each additional working day during such calendar
month.  Amounts due to Contractor under this Section 3.a. shall be
paid on a monthly basis.

     

    b. The
Contractor shall be eligible to receive a bonus to be paid in shares of common
stock of the Company for each working day during any calendar quarter that the
Contractor provides Services.  The bonus, if declared by the Board of
Directors of the Company, shall be paid within 15 days of the end of each
calendar quarter in which such working days occurred.  The number of
shares to be paid to the Contractor as a quarterly bonus shall be determined by
the Company by dividing an amount equal to the sum of $250 for each working day
paid to the Contractor at the rate of $2,000 per day pursuant to Section 3.a.
and $450 for each working day paid to the Contractor at the rate of $1,500 per
day pursuant to Section 3.a. by the closing price for a share of the Company’s
common stock on the day the Board declares the bonus.  The “closing
price” to be used in the calculation of the above bonus shall be either (i) the
closing price of the Company’s common stock as reported by an exchange on which
the Company’s common stock is listed or (ii) the last reported sales price
during normal trading hours if the Company’s common stock is not listed on an
exchange.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    c. In
addition to the above, for Services provided to the Company prior to the
Effective Date, the Contractor is hereby awarded an aggregate of 98,152 shares
of the Company’s common stock to be issued within 10 days of the execution of
this Agreement.

     

    For
purposes of this Section 3, a “working day” shall mean any day on which the
Contractor performs Services for at least 8 hours.

    


    4. Success
Fees.  Upon the occurrence of certain events described below,
the Company shall provide to the Contractor the following success fees (the
“Success
Fees”):

     

    a. In the
event the Company acquires a working interest or other beneficial ownership
interest in an asset or entity, the opportunity to acquire such an interest was
identified by or evaluated by the Contractor on behalf of the Company during the
term of this Agreement or a Prior Agreement, and such opportunity was a result
of the Moyes Contract, then within 10 days following the consummation of such
transaction the Company shall grant to the Contractor a warrant to purchase
200,000 shares of common stock of the Company (or its successor).  The
Company shall use its best endeavors to seek the approval of the warrant by its
Board of Directors and, if required, its shareholders prior to the consummation
of such transaction.  The warrant shall be fully vested when issued
and shall have a strike price set at 110% of the fair market value of the
underlying shares of common stock on the date of grant.

     

    b. In the
event the Company acquires a working interest or other beneficial ownership
interest in an asset or entity, and the opportunity to acquire such an interest
was identified or evaluated solely by the Contractor on behalf of the Company
during the term of this Agreement or a Prior Agreement, then within 10 days
following the consummation of such transaction the Company shall grant to the
Contractor a warrant to purchase a number of shares of common stock of the
Company (or its successor) equal in amount to the product of 3.5% times the
gross purchase price of the entity or asset acquired by the Company divided by
110% of the fair market value of a share of common stock of the Company on the
date of grant.  An opportunity described in this Section 4.b. shall
not include an opportunity related to the entities listed on Exhibit A or any
opportunity that appears on the Moyes Twice Monthly Progress Report (as such
term is defined in the Moyes Contract).  The Company shall use its
best endeavors to seek the approval of the warrant by its Board of Directors
and, if required, its shareholders prior to the consummation of such
transaction.  The warrant shall be fully vested when issued and shall
have a strike price set at 110% of the fair market value of the underlying
shares of common stock on the date of grant.

     

    c. For
purposes of this Section 4, the term “fair market value” shall mean (a) if the
common stock is listed on any established stock exchange or a national market
system, including without limitation Nasdaq Global Select Market, Nasdaq Global
Market, Nasdaq Capital Market, the American Stock Exchange and the New York
Stock Exchange, the closing sales price for such stock (or the closing bid, if
no sales were reported) as quoted on such exchange or system for the date of the
determination (or if there was no quoted price for such date, then for the last
preceding business day on which there was a quoted price), as reported in The Wall Street Journal or
such other source as the Company deems reliable; (b) if the common stock is
regularly quoted by a recognized securities dealer but selling prices are not
reported, the mean between the high bid and low asked prices for the common
stock for the date of the determination, as reported in The Wall Street Journal or
such other source as the Company deems reliable; or (c) if the common stock is
not reported or quoted by any such organization, the fair market value of the
common stock as determined in good faith by the Company using a “reasonable
application of a reasonable valuation method” within the meaning of Treasury
Regulation Section 1.409A-1(b)(5)(iv)(B).

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
any provision herein to the contrary, the Contractor shall only be entitled to a
Success Fee with respect to any transaction described in this Section 4 which is
consummated during the term of this Agreement or within eighteen months
following the termination of this Agreement.  Any warrant issued in
accordance with this Section 4 shall be structured, to the sole satisfaction of
the Company, in a manner which is either exempt from or in compliance with the
requirements of Code Section 409A and the Treasury Regulations
thereunder.

    


    5. Relationship of the
Parties.  Nothing in this Agreement creates or shall be deemed
to create a partnership, joint venture, agency, employer-employee relationship,
or guarantee of future engagement between the Company and the
Contractor.  In addition, the Contractor agrees and understands that
it is not an agent of the Company and neither has nor shall have any right or
authority to bind, commit, or otherwise obligate the Company to any terms,
conditions, or contractual obligations with any other party.

     

    6. Independent Contractor
Status.  For all purposes, including without limitation any
laws concerning Social Security, disability insurance, workers’ compensation,
unemployment compensation, income-tax withholding, and all other federal, state,
and local laws, rules, and regulations relating to employees, the Contractor
shall be treated as an independent contractor of the
Company.  Accordingly, the Contractor shall discharge all obligations
imposed upon it as an independent contractor by all applicable federal, state,
or local laws, rules, and regulations, including without limitation those
relating to income taxes, the filing of all returns and reports, and the payment
of all assessments, taxes, and other sums required by applicable law with
respect to any Service Fees or Success Fees paid by the
Company.   The Contractor shall not be covered by the Company’s
insurance policies nor shall any of its employees be eligible for employee
benefits provided by the Company to its employees.  The only
compensation, benefits, and consideration that the Contractor or any of its
employees shall be entitled to receive from the Company during the term of this
Agreement are those items specifically set forth in this
Agreement.  The Contractor acknowledges that it is solely responsible
for the payment of its own income, employment, Social Security, and other
applicable taxes and insurance premiums.

     

    7. Payment of
Taxes.  The Company shall provide a Form 1099 to the Contractor
for all gross income with respect to any Service Fees and Success
Fees.  The Contractor shall be solely responsible for paying when due
all income taxes, including estimated taxes, incurred as a result of any Service
Fees or Success Fees.  The Contractor shall be solely responsible for
filing all tax returns, tax declarations, and tax schedules with respect to any
and all Service Fees and Success Fees.  The Company shall not withhold
any employment taxes from any Service Fees and Success Fees.

     

    8. Use of Employees or Other
Contractors.  With the prior written consent of the Company,
the Contractor may, at its own expense, engage any employees, independent
contractors, or subcontractors as it deems necessary to perform Services under
this Agreement.  All persons engaged by the Contractor to assist it in
performing Services under this Agreement shall be deemed to be employees or
contractors of the Contractor and the Contractor shall be solely responsible for
their work, supervision, direction, control, compensation, benefits, and
insurance.  Nothing in this Agreement shall be construed to impose any
liability or duties on the Company for the performance of any Services by any
third party engaged, hired, or retained by the Contractor.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    9. Business
Expenses.  To the extent not authorized for reimbursement by
the Company in writing or by written policy of the Company, the Contractor shall
be solely responsible for paying all business costs and expenses incurred in
performing Services under this Agreement.

     

    10. Confidentiality
Agreement.  Upon execution of this Agreement, the parties shall
enter into the Confidentiality Agreement attached hereto as Exhibit B, the terms
of which are incorporated herein by reference.

     

    11. Legal
Compliance.  The Contractor shall comply with all applicable
federal, state, county, municipal and other applicable laws, rules, ordinances,
and regulations in connection with its performance of Services under this
Agreement, including without limitation all applicable occupational safety and
health laws, regulations, ordinances, directives, and rules.

     

    12. Securities
Representations.  With respect to the transfer of any warrants
or shares of common stock of the Company to the Contractor under this Agreement
or a Prior Agreement, the Contractor makes the following
representations.

     

    a. The
Contractor is acquiring the shares and warrants for its own account and not with
a view to offer for resale in connection with a distribution thereof, within the
meaning of the Securities Act of 1933, as amended (the “Securities
Act”).  The Contractor is an “accredited investor” as such term
is defined under Regulation D promulgated under the Securities Act.

     

    b. The
Contractor understands that the shares and warrants will not have been
registered pursuant to the Securities Act or any applicable state securities
laws, that the shares and warrants, when issued, will be characterized as
“restricted securities” under federal securities laws, and that under such laws
and applicable regulations the shares and warrants cannot be sold or otherwise
disposed of without registration under the Securities Act or an exemption
therefrom.  The Contractor represents that it is familiar with Rule
144 promulgated under the Securities Act, as currently in effect, and
understands the resale limitations imposed thereby and by the Securities
Act.  The Contractor understands that each certificate representing
the shares and warrants shall conspicuously set forth on the face or back
thereof, in addition to any legends required by applicable law, a restrictive
legend referencing restrictions under the Securities Act.

     

    c. The
Contractor represents and acknowledges that the Company will be issuing the
shares and warrants pursuant to an exemption from the registration requirements
of the Securities Act based on the representations provided by the Contractor
hereunder.

     

    13. Exclusivity of
Services.  The Services performed by the Contractor under this
Agreement are exclusive to the Company and the Contractor therefore understands
and agrees that it shall not perform any similar services for any third party in
violation of this Agreement.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    14. Risk of
Loss.  The risk of loss in the Contractor’s business shall be
borne entirely by the Contractor.  The Company shall have no right or
duty to inquire as to the profit generated by the Contractor in the performance
of its business.

     

    15. Term of
Agreement.  This Agreement shall be for a period of eight
months from the Effective Date.  Either party may earlier terminate
this Agreement, with or without cause, upon ten days prior written
notice.

     

    16. Payments Due Upon
Termination of Agreement.  Upon the termination of this
Agreement, the Company shall have no further obligation to the Contractor under
this Agreement, except for (a) payment to the Contractor of all accrued but
unpaid Service Fees through the date of termination, (b) payment to the
Contractor of any approved but un-reimbursed business expenses incurred in
accordance with applicable Company policy, and (c) payment to the Contractor of
all Success Fees due the Contractor in accordance with Section 4.

     

    17. Indemnification of
Company.  The Contractor shall indemnify the Company and hold
the Company harmless from any liability, loss, cost, claim, or damage, including
legal and other expenses and reasonable attorneys’ fees, the Company incurs
arising out of the Contractor’s (a) negligence, fraud, misconduct, or other
wrongful conduct; (b) breach of its representations or warranties in this
Agreement; or (c) breach of any of its obligations in this Agreement,
including its obligation to pay taxes under Section 7.

     

    18. Indemnification of
Contractor.  The Company shall indemnify the Contractor in
accordance with the following terms:

     

    a. The
Company indemnifies the Contractor and its officers, directors, employees
and principals (“Indemnified Persons”) against any claim, action, damage, loss,
liability, cost, charge, expense, or payment (including, but not limited to,
legal costs and expenses and professional consultant’s fees on a full indemnity
basis) which the Indemnified Person may pay, suffer, incur or become liable for
to any third party arising out of or as a consequence, whether directly or
indirectly, of (i) the use and disclosure of information provided by the Company
as specifically authorized by the Company; or (ii) the performance of the
obligations of the Contractor under this Agreement other than as a result
of the negligence, fraud, misconduct or other wrongful conduct of an Indemnified
Person, or the breach of any of the Contractor’s representations, warranties or
obligations in this Agreement by an Indemnified Person.

     

    b. The
Company must pay all costs and expenses of the Indemnified Persons in relation
to the enforcement, protection or exercise of any rights under the indemnity
under subsection a. to which they are entitled, including, but not limited to,
the legal costs and expenses and professional consultant’s fees for any of the
above on a full indemnity basis.

     

    c. The
Company agrees that in the settlement of any claim, lawsuit, action or other
proceedings against the Company in respect of which an Indemnified Person also
has joint or several liability or potential liability, the Company will use all
reasonable endeavors to ensure that any settlement of such claim includes a
release of the corresponding liability of the Indemnified Person in respect of
that claim.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    19. Survival.  The
termination of this Agreement for any reason shall not impair the rights or
obligations of either party that shall have accrued before such
termination.

     

    20. Waiver.  The
waiver by either party of a breach of any term of this Agreement shall not
operate or be construed as a waiver of a subsequent breach of the same provision
by either party or of the breach of any other term or provision of this
Agreement.

     

    21. Severability.  If
any provision of this Agreement is held to be illegal, invalid, or
unenforceable, (a) this Agreement shall be considered divisible,
(b) such provision shall be deemed inoperative to the extent it is deemed
illegal, invalid, or unenforceable, and (c) in all other respects this
Agreement shall remain in full force and effect; provided, however,
that if any such provision may be made enforceable by limitation, then such
provision shall be deemed to be so limited and shall be enforceable to the
maximum extent permitted by applicable law.

     

    22. Attorneys’ Fees and Other
Costs.  If either party breaches this Agreement, or if a
dispute arises between the parties based on or involving this Agreement, the
party that enforces its rights under this Agreement against the breaching party,
or that prevails in the resolution of such dispute, is entitled to recover from
the other party its reasonable attorneys’ fees, court costs, and expenses
incurred in enforcing such rights or resolving such dispute.

     

    23. No
Conflicts.  The Contractor represents and warrants to the
Company that its execution, delivery, and performance of this Agreement, and its
relationship with and the Services reasonably expected to be rendered for the
Company, do not and shall not conflict with or result in a violation of any
provision of, or constitute a default under, any contract, agreement,
instrument, or obligation to which the Contractor is a party or by which it is
bound, including without limit agreements regarding confidentiality and
non-competition.  The Contractor further represents and warrants that
it has entered into this Agreement pursuant to its own initiative and that the
Company did not induce it to execute this Agreement in contravention of any
existing commitments.  The Contractor further acknowledges that the
Company has entered into this Agreement in reliance upon the foregoing
representations.

     

    24. Offsets.  The
Company shall be entitled to set off against, and the Contractor authorizes the
Company to deduct from, any Services Fees due to the Contractor from the
Company, any amounts which may be due and owing to the Company by the
Contractor, whether arising under this Agreement or otherwise.

     

    25. Waiver of Right to Jury
Trial.  NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT,
THE CONTRACTOR SHALL, AND HEREBY DOES, IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY
JURY WITH RESPECT TO ANY DISPUTE, CONTROVERSY, CLAIM, OR CAUSE OF ACTION AGAINST
THE COMPANY, INCLUDING ANY ARISING OUT OF OR RELATING TO THE CONTRACTOR’S
ENGAGEMENT BY THE COMPANY, THE TERMINATION OF THAT ENGAGEMENT, OR THIS AGREEMENT
(EITHER ALLEGED BREACH OR ENFORCEMENT).

     

    26. Entire
Agreement.  This Agreement and any continuing obligations under
the Prior Agreements described in paragraph 1 constitute the entire agreement
between the parties concerning their subject matters and shall supersede all
prior and contemporaneous agreements and understandings, both written and oral,
between the parties with respect to their subject matters.

     

    
      
        
        

      

      
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    27. Assignment of Agreement;
Successors and Assigns.  The Contractor’s Services, Service
Fees, Successor Fees and other duties under this Agreement are personal to the
Contractor and shall not be assigned to any person or entity without written
consent from the Company.  The Company may assign this Agreement
without the Contractor’s consent.  This Agreement shall be binding
upon and inure to the benefit of the parties and their respective heirs, legal
representatives, successors, and permitted assigns.

     

    28. Amendment.  This
Agreement shall not be amended except by an instrument in writing signed by the
party against whom such amendment is sought to be enforced.

     

    29. Governing Law;
Venue.  This Agreement shall be governed by the laws of the
State of Texas, without regard to its conflict-of-laws
principles.  The Contractor hereby irrevocably consents to the binding
and exclusive venue for any dispute, controversy, claim, or cause of action
between the parties arising out of or related to this Agreement being in the
state or federal courts of competent jurisdiction that regularly conduct
proceedings in Harris County, Texas.  Nothing in this Agreement,
however, precludes the Company from seeking to remove a civil action from any
state court to federal court.

     

    30. Compliance with Section
409A.  This Agreement is intended to satisfy Code Section 409A
and any ambiguous provisions shall be construed in a manner that is either
exempt from or compliant with the requirements of Code Section
409A.

     

    


    


    [Signature Page to Immediately
Follow]

     

     

     

    
 

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of
the 8th day of December 2008.

    


    
      
        	 	CONRON CONSULTING
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Ron
      Bain  	 
	 	 	By: Ron
      Bain	 
	 	 	Its: President	 
	 	 	 	 


      

    

     

    
      
        	 	INDEX OIL AND GAS
      INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Lyndon
      West      	 
	 	 	By: Lyndon
      West	 
	 	 	Its:
      Chief Executive Officer	 
	 	 	 	 


      

    

     

    


     

     

     

     

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    


    Century
Petroleum

    


    GB
Petroleum Ltd.

    


    Unicorp
Inc.

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    


    CONFIDENTIALITY
AGREEMENT

    


    THIS
AGREEMENT (hereinafter referred to as the “Agreement”), is made effective the
First day of October, 2008 (“Effective Date”), by and between Index Oil and Gas
Inc., (hereinafter referred to as the “Disclosing Party”) a corporation
existing under the laws of Nevada with its registered office at 711 S. Carson
Street, Carson City, Nevada, U.S.A. 89701 (“IOGI”) and ConRon Consulting Inc.,
(hereinafter referred to as the “Receiving Party”) a corporation existing under
the laws of Texas with its registered office at 9406 Fenchurch Drive., Spring,
Texas 77379 (“Contractor”).  IOGI and Consultant may also be referred
to herein individually as a “Party” and together as the “Parties.”

    


    1. In
connection with the evaluation and preparation of a report based on certain
confidential plans and documents held by the Disclosing Party relating to the
acquisition of oil and gas assets/corporations in the USA, (hereinafter referred to as the
“Plans”), the Disclosing Party is willing, in accordance with the terms and
conditions of this Agreement, to disclose (either through itself or its
representatives) to the Receiving Party (or its representatives) certain
confidential information,  on a nonexclusive basis, relating to the
Plans which includes, but is not necessarily limited to, geological and
geophysical data, maps, models and interpretations and commercial, contractual
and financial information, as more fully described in Schedule A attached
hereto and made a part hereof (hereinafter referred to as the “Confidential
Information”).

     

    2. In
consideration of the disclosure referred
to in Paragraph 1 hereof, the Receiving Party agrees that the Confidential
Information shall be kept strictly
confidential and shall not be sold, traded, published or otherwise disclosed to
anyone in any manner whatsoever, including by means of photocopy, reproduction
or electronic media, without the Disclosing Party’s prior written consent,
except as provided in this Agreement.

     

    3. The
Receiving Party may disclose the Confidential Information without the Disclosing
Party’s prior written consent only to the extent such information:

     

    a. is
already known to the Receiving Party as of the date of disclosure by the
Disclosing Party;

     

    b. is
already in possession of the public or becomes available to the public other
than through the act or omission of the Receiving Party or of any other person
to whom Confidential Information is disclosed pursuant to this
Agreement;

     

    c. is
required to be disclosed under applicable law, stock exchange regulations or by
a governmental order, decree, regulation or rule (provided that the Receiving
Party shall make all reasonable efforts to give prompt written notice to the
Disclosing Party prior to such disclosure);

     

    d. is
acquired independently from a third party that represents that it has the
right to
disseminate such information at the time it is acquired by the Receiving Party;
or

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    e. is
developed by the Receiving Party independently of the Confidential Information
received from the Disclosing Party.

     

    4. The
Receiving Party may disclose the Confidential Information without the Disclosing
Party’s prior written consent to an Affiliated Company (as hereinafter defined),
provided that the Receiving Party guarantees the adherence of such Affiliated
Company to the terms of this Agreement.  “Affiliated Company” shall
mean any company or legal entity which controls, or is controlled by, or which
is controlled by an entity which controls, a Party.  “Control” means
the ownership directly or indirectly of more than fifty (50) percent of the
voting rights in a company or other legal entity.

     

    5. The
Receiving Party shall be entitled to disclose
the Confidential Information without the Disclosing Party’s prior written
consent to such of the following persons to the extent that they have a clear
need to know in order to evaluate the Area:

     

    a. employees,
officers and directors of the Receiving Party;

     

    b. employees,
officers and directors of an Affiliated Company;

     

    c. any
consultant or agent retained by the Receiving Party or its Affiliated Company;
or

     

    d. any bank
or other financial institution  or entity funding or proposing to fund
the Receiving Party’s participation in the Area, including
any  consultant retained by such bank or other financial institution
or entity.

     

    Prior to
making any such disclosures to persons under subparagraphs (c) and (d) above, however, the Receiving Party
shall obtain an undertaking of confidentiality, enforceable by both the
Disclosing Party and the Receiving Party, substantially in the same form and
content as this Agreement, from each such person; provided, however, that in the
case of outside legal counsel, the Receiving Party shall only be required to
procure that such legal counsel is bound by an obligation of
confidentiality.

    


    6. The
Receiving Party and its Affiliated Companies, if any, shall only use or permit
the use of the Confidential Information disclosed under this Agreement to
evaluate the Plans in connection with the acquisition advice to
Client.

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    7. The
Receiving Party shall be responsible for ensuring that all persons to whom the
Confidential Information is disclosed under this Agreement shall keep such
information confidential and shall not disclose or divulge the same to any
unauthorized person. Neither Party shall be liable in an action initiated by one
against the other for special, indirect or consequential damages resulting from
or arising out of this Agreement, including, without limitation, loss of profit
or business interruptions, however same may be caused.

     

    8. The
Receiving Party shall acquire no proprietary interest in or right to the
Confidential Information, and the Disclosing Party may demand the return thereof
at any time upon giving written notice to the Receiving Party.  Within
thirty (30) days of receipt of such notice, the Receiving Party shall return all
of the original Confidential Information and shall destroy or cause to be
destroyed all copies and reproductions (in whatever form, including but not
limited to, electronic media) in its possession and in the possession of persons
to whom it was disclosed pursuant to this Agreement.

     

    9. Unless
earlier terminated the confidentiality obligations and limitations on use set
forth in this Agreement shall terminate on the later of one year after the date
of this Agreement or the date on which disclosure is no longer restricted either
under the law applicable in the Area or under the terms of the concession,
license, contract or permit currently covering the Area.

     

    10. The
Disclosing Party hereby represents and warrants that it has the right and
authority to disclose the Confidential Information to the Receiving Party (or
its representatives). THE
DISCLOSING PARTY, HOWEVER, MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, AS TO THE QUALITY, ACCURACY AND COMPLETENESS OF THE CONFIDENTIAL
INFORMATION DISCLOSED HEREUNDER, AND THE RECEIVING PARTY (ON BEHALF OF ITSELF
AND ITS REPRESENTATIVES) EXPRESSLY ACKNOWLEDGES THE INHERENT RISK OF ERROR IN
THE ACQUISITION, PROCESSING AND INTERPRETATION OF GEOLOGICAL AND GEOPHYSICAL
DATA.  THE DISCLOSING PARTY, ITS AFFILIATED COMPANIES, THEIR OFFICERS,
DIRECTORS AND EMPLOYEES SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE
USE OF OR RELIANCE UPON THE CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY (OR
ITS REPRESENTATIVES).

     

    11. 

     

    a. This
Agreement shall be governed by and interpreted in accordance with the
substantive law of  the State of Texas.

     

    b. Any
dispute arising out of or relating to this Agreement, including any question
regarding its existence, validity or termination, which cannot be amicably
resolved by the Parties, shall be settled before a sole arbitrator in accordance
with the Arbitration Rules of the American Arbitration Association in Dallas,
Texas.  The resulting arbitral award shall be final and binding
without right of appeal, and judgment upon such award may be entered in any
court having jurisdiction thereof.  A dispute shall be deemed to have
arisen when either Party notifies the other Party in writing to that
effect.

     

    12. Unless
otherwise expressly stated in writing, any prior or future proposals or offers
made in the course of the Parties’ discussions are implicitly subject to all
necessary management and government approvals and may be withdrawn by either for
any reason or for no reason at any time.  Nothing contained herein is
intended to confer upon the Receiving Party any right whatsoever to the
Disclosing Party's interest in the Area.

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    13. The
Disclosing Party agrees that the Receiving Party has the right to describe its
services provided to the Disclosing Party in materials that it provides to
clients and prospective clients and in advertisements in financial and other
newspapers and journals at its own expense, provided that the Receiving Party
will submit a copy of such materials or advertisements to the Disclosing Party
and its counsel and any use of such materials or advertisements will be subject
to the prior approval of the form and substance of the materials or
advertisements by the Disclosing Party and its counsel.

     

    14. No
amendments, changes or modifications to this Agreement shall be valid except if
the same are in writing and signed by a duly authorized representative of each
of the Parties hereto.

     

    15. This
Agreement comprises the full and complete agreement of the Parties hereto with
respect to the disclosure of the Confidential Information and supersedes and
cancels all prior communications, understandings and agreements between the
Parties hereto relating to the Confidential Information, whether written or
oral, expressed or implied; provided, however, that this Agreement shall only
supplement and not supersede or otherwise cancel the Confidentiality Agreement
between the Parties effective as of February 1, 2008.

     

    16. The
Receiving Party may only assign this Agreement to an Affiliated Company;
provided, however, the Receiving Party shall remain liable for all obligations,
whether expressed or implied, under this Agreement.  Without limiting
the foregoing, this Agreement shall bind and inure to the benefit of the Parties
and their respective successors and assigns.

     

    IN
WITNESS WHEREOF,
the duly authorized representatives of the Parties have caused this Agreement to
be executed as of the 8th day of December, 2008.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	DISCLOSING
      PARTY     	 	RECEIVING
      PARTY	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	 	 	By:	 	 
	 	 	 	 	 	 
	Printed
      Name	 	 	Printed
      Name:	
                                                     

                                                  	 
	 	 	 	 	 	 
	Title:	 	 	Title:	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      



     

    B-4