ex10_3.htm


     

    
      CONSULTING
AGREEMENT

      


      This
Consulting Agreement made and entered into as of this 4th day of February, 2010,
by and between Russell B. Pace, Jr. (“Pace”) and Future Gas Holdings, Ltd
(“Buyer”).

      


      WHEREAS,
Buyer and JBM Energy Company, LLC (“JBM”) have entered into a Coal Buy and Sell
Agreement, and Buyer and Pace have entered into a Mineral Buy and Sell Agreement
and a Stock Agreement, all such agreements of even date herewith,

      


      NOW,
THEREFORE, as additional consideration for the execution of the aforesaid
Agreements and of the covenants and conditions hereinafter set forth, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

      


      
        	
                1.  

              	
                Pace agrees to provide consulting
      services to Buyer concerning the coal property conveyed to Buyer by JBM
      and the other minerals conveyed to Buyer by Pace, upon the terms and
      conditions hereinafter set forth.

              


      

      
        	
                2.  

              	
                Buyer
      agrees to pay Pace the following cash payments in U.S.
      Dollars:

              


      

      


      
        	
                a.  

              	
                Five
      Thousand U.S. Dollars ($5,000) on the first day of the month following the
      closing date under the Coal Buy and Sell Agreement, and on the first day
      of each following month during the term hereof or until
      terminated.  For this guaranteed payment each month, Pace agrees
      to make himself available to perform consulting services to Buyer five (5)
      days during each such month.

              


      

      
        	
                b.  

              	
                Buyer
      has the option to require Pace to perform consulting services for up to an
      additional five (5) days during each month, in which event Buyer agrees to
      pay Pace an additional One Thousand U.S. Dollars per day for the
      additional services performed.

              


      

      
        	
                c.  

              	
                If
      Buyer wanted Pace to perform services in excess of ten (10) days per
      month, it would be Pace's option as to whether or not to perform such
      additional services, and over what additional period of time; if Pace
      elected to perform such additional services Pace agrees that Buyer would
      pay him only Five Hundred U.S. Dollars ($500) per day for such additional
      time.

              


      

      


      
        	
                3.  

              	
                In
      addition to the fees for services paid to Pace under paragraph 2 above,
      Buyer agrees to reimburse Pace for the following expenses incurred by Pace
      in the performance of his consulting
services:

              


      

      
        	
                a.  

              	
                All
      travel expenses incurred by Pace for travel authorized by Buyer, including
      coach airfare and fees, train, rental car or personal car at the rate of
      50 cents per mile, taxi, gas, hotel, meals, and other legitimate travel
      expenses; and

              


      

      
        	
                b.  

              	
                Entertainment
      for business purposes if authorized by Buyer;
  and

              


      

      
        	
                c.  

              	
                An
      allowance of Five Hundred U.S. Dollars ($500) per month for office and
      secretarial services and expenses, including supplies, telephone, fax,
      etc.  The $500 allowance shall be  paid to Pace on the
      first day of each month hereunder.

              


      

      
        	
                d.  

              	
                To
      support the reimbursement of the expenses under 3.a. and 3.b. above, Pace
      will provide Buyer with receipts and documentation to support such
      expense.  Buyer shall reimburse Pace within ten (10) days
      following receipt by Buyer of Pace's billing and
      documentation.

              


      

      
        	
                4.  

              	
                Buyer
      will use its good faith efforts to advise Pace at least two (2) weeks in
      advance when Buyer wishes Pace to provide his consulting services and to
      travel on Buyer's behalf.  Pace agrees to make every good faith
      effort to make himself available upon receipt of such 2 weeks notice and
      at other times subject to his prior commitments.  If Pace gives
      Buyer notice of  his personal travel plans prior to receiving
      Buyer's 2 weeks advance notice, Buyer agrees to respect Pace's personal
      travel plans.  If Buyer's and Pace's schedules conflict, Pace
      agrees to act in utmost good faith in an attempt to resolve the conflict
      in Buyer's favor if important Buyer interests are
  involved.

              


      

      
        	
                5.  

              	
                This
      Consulting Agreement shall take effect upon the closing of the Coal Buy
      and Sell Agreement and the Mineral Buy and Sell Agreement, and shall
      remain in effect for a period of One (1) year thereafter, subject to the
      right and option of Pace to extend this Consulting Agreement for two (2)
      successive one (1) year terms by giving written notice to Buyer of his
      exercise of this option sixty (60) days prior to the expiration of the
      initial one (1) year term or of any extended term.  Pace's
      rights to further compensation under this Consulting agreement shall
      terminate however, if the Coal Buy and Sell Agreement is terminated by
      either party as authorized under said Coal Buy and Sell
      Agreement.

              


      

      


      
        	
                6.  

              	
                BREACH;
      REMEDIES

              


      

      
        	
                a.  

              	
                Buyer’s
      Breach:  In the event that Buyer fails to timely pay to
      Pace any payment due hereunder, or fails to perform any agreement,
      covenant, representation or warranty under this Consulting Agreement, Pace
      may at Pace’s option (i) deem this Consulting Agreement terminated, null,
      void and of no further force and effect at which time Buyer shall have no
      further rights or liabilities under this Consulting Agreement, or (ii)
      initiate action for any other remedy at law or in equity permitted under
      Montana law including, without limitations, an action for specific
      performance.

              


      

      
        	
                b.  

              	
                Pace's Breach:
      In the event the Pace fails to perform any agreement, covenant,
      representation or warranty under this Consulting Agreement, and Buyer is
      at that time ready, willing and able to perform all obligations by Buyer
      to be performed, Buyer may at Buyer’s option: (i) deem this Consulting
      Agreement terminated, null, void and of no further force or effect, at
      which time Pace shall have no further rights or liabilities under this
      Consulting Agreement, or (ii) initiate action for any other remedy at law
      or in equity permitted under Montana law including, without limitation, an
      action for specific performance.

              


      

      


      
        	
                7.  

              	
                INTEGRATIONS; SURVIVAL
      OF WARRANTIES; AMENDMENT

              


      

      
        	
                 
      

              	
                Buyer
      incorporates into this Consulting Agreement and hereby makes a part hereof
      all of the "Representations and Warranties of Buyer on set forth in
      paragraph 9 of the Coal Buy and Sell Agreement between Buyer and JBM
      Energy Company, LLC of even date herewith.  Unless otherwise
      agreed in writing, this Consulting Agreement represents the entire
      understanding of the parties with respect to the subject matter
      referenced, and supersedes all prior understandings and agreements
      heretofore made by and between the parties; provided that the
      parties’ respective warranties and representations shall survive execution
      of this Consulting Agreement.  Neither this Consulting Agreement
      nor any provision hereof may be amended, waived, modified or discharged
      except by an agreement in writing signed by all
  parties.

              


      

      


      
        	
                8.  

              	
                ATTORNEY’S
      FEES

              


      

      
        	
                 
      

              	
                In
      the event of any litigation to construe and/or enforce the terms of this
      Consulting Agreement, the party prevailing in such action shall be
      entitled to recover its reasonable attorney’s fees and costs in addition
      to any other damages or relief to which such party may be
      entitled.

              


      

      


      
        	
                9.  

              	
                FACSIMILE
      SIGNATURES

              


      

      
        	
                 
      

              	
                Both
      parties agree that facsimile signatures by any party will be treated as
      original signatures for the purpose of this
  transaction.

              


      

       

      
        	
                10.  

              	
                NOTICES

              


      

      
        	
                 
      

              	
                Any
      and all notices required under this Consulting Agreement shall be in
      writing and shall be served upon the respective parties at the addresses
      shown below or to such other address as the parties may designate by
      written notice to the other.

              


      

       

      
        	
                 
      

              	
                PACE:                                                                     
      BUYER:

              


      

      


      Russell
B. Pace,
Jr.                                           
Future Gas Holdings,
Ltd

      2139
Bybee’s Church
Road                              
P.O. Box 556, Main
Street

      Palmyra,
VA  22963                                         
Charletstown, Nevis

                                                                                       
Director:
Roger Knox

      


      
        	
                 
      

              	
                Any
      notice to be given under this Consulting Agreement shall be sent
      by:

              


      

      
        	
                a.  

              	
                Certified
      mail, return receipt requested, in which case notice shall be deemed
      delivered five (5) business days after deposit, postage prepaid in the
      United States Mail; or

              


      

      
        	
                b.  

              	
                a
      nationally recognized overnight courier, in which case notice shall be
      deemed delivered three (3) business days after deposit with that
      courier.

              


      

      


      
        	
                11.  

              	
                EXECUTION IN
      COUNTERPARTS; TELEFACSIMILE
SIGNATURES

              


      

      
        	
                 
      

              	
                This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same
      instrument; and the parties may execute copies sent by telefacsimile, and
      return signed copies by telefacsimile.  Copies signed and
      returned by telefacsimile shall be deemed and considered executed
      counterparts, but a party executing a copy and transmitting same by
      telefacsimile shall promptly mail or overnight to the other parties copies
      bearing the transmitting party’s original
  signature.

              


      

      


      
        	
                12.  

              	
                TIME IS OF THE
      ESSENCE

              


      

      Time is of the essence in this
Consulting Agreement.

      


      
        	
                13.  

              	
                CONFIDENTIALITY

              


      

      
        	
                 
      

              	
                Pace
      and Buyer shall not disclose any terms or provisions of this Consulting
      Agreement to any other persons except to professionals who require such
      information in the performance of this Consulting Agreement, and both
      parties will treat all information disclosed to it as confidential
      information and will not make further disclosure to third parties without
      the consent of the disclosing
party.

              


      

      


      


      Executed
as of this 4th day of February, 2010.

      


      


      PACE: BUYER:

      


      Future Gas Holdings, Ltd

      


      


      __________________________________________________

      Russell
B. Pace, Jr.Roger Knox

      IndividuallyDirector