ex103.htm


    
      Exhibit
10.3


       

      DATED
January 1st 2006 

       

       

       

      Index Oil
& Gas Ltd 

       

      and


       

      Andy
Boetius

       

       

       

       


        
          

        

         

      

      EMPLOYMENT
AGREEMENT

       

      
        
          

        

      

       

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

     

    
       

    

    CONTENTS 

     

     

    

      
        
          
            
              	
                      Clause

                    	
                      Heading 

                    	
                      Page

                    
	 	 	 
	
                      1.

                    	
                      Definitions

                    	
                      2

                    
	
                      2.

                    	
                      Appointment

                    	
                      4

                    
	
                      3.

                    	
                      Term.

                    	
                      4

                    
	
                      4.

                    	
                      Duties

                    	
                      4

                    
	
                      5.

                    	
                      Hours
      and place of work

                    	
                      5

                    
	
                      6.

                    	
                      Remuneration

                    	
                      6

                    
	
                      7.

                    	
                      Deductions.

                    	
                      6

                    
	
                      8.

                    	
                      Expenses

                    	
                      7

                    
	
                      9.

                    	
                      Holidays

                    	
                      7

                    
	
                      10.

                    	
                      Sickness
      benefits

                    	
                      7

                    
	
                      11.

                    	
                      Pension

                    	
                      8

                    
	
                      12.

                    	
                      Restrictions
      on other activities by the Executive

                    	
                      8

                    
	
                      13.

                    	
                      Confidential
      Information and company documents

                    	
                      9

                    
	
                      14.

                    	
                      Inventions
      and other intellectual property

                    	
                      10

                    
	
                      15.

                    	
                      Termination

                    	
                      11

                    
	
                      16.

                    	
                      Restrictive
      Covenants

                    	
                      14

                    
	
                      17.

                    	
                       Data
      Protection

                    	
                      16

                    
	
                      18.

                    	
                       Notices

                    	
                      16

                    
	
                      19.

                    	
                      Former
      Agreements

                    	
                      16

                    
	
                      20.

                    	
                      Change
      of Control

                    	
                      16

                    
	
                      21.

                    	
                      Garden
      Leave

                    	
                      18

                    
	
                      22.

                    	
                      Choice
      of law and submission to jurisdiction

                    	
                      19

                    


            

             

             

          

        

      

    

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      THIS
AGREEMENT is dated January 1st 2006 and is made BETWEEN: 

       

      (1) Index
Oil & Gas Ltd (Index) whose registered office is at Lawrence House, Lower
Bristol Road, Bath BA 2 9ET UK (the "Company"); and 

       

      (2)
Andrew Boetius, 10 Portman Close, St Albans, Hertfordshire AL4 9TW (the
"Executive") 

       

      IT IS
AGREED as follows: 

       

      1.
Definitions 

       

      1.1 In
this Agreement unless the context otherwise requires: 

       

      (a) the
following expressions have the following meanings: 

       

      "associated
company" means an associated company (within the meaning of section 416(1)
Income and Corporation Taxes Act 1988) of the Company; 

       

      the
"Board" means the board of directors for the time being of the Company and any
committee of the board of directors duly authorised by it. 

       

      "Confidential
Information" shall mean technical data including seismic, electric log, reports
and project interpretation including financial analysis, details of customers
and their requirements, the prices charged to and terms of business with
customers, customer data bases, other customer information, business models,
information relating to arrangements with banks and other intermediaries,
marketing plans and sales forecasts, financial information, results and
forecasts (save to the extent that these are included in published audited
accounts), any proposals relating to the acquisition or disposal of a company or
business or any part thereof or to any proposed expansion or contraction of
activities, details of employees and officers and of the remuneration and other
benefits paid to them, information relating to research activities, inventions,
secret processes, designs, formulae and product lines, any information which the
Executive is told is confidential and any information which has been given to
the Company or any Group Company in confidence by customers, suppliers or other
persons. the "Employment" means the Executive's employment under this
Agreement

       

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        "Group
Company" and "Group" means the Company, its ultimate holding company and any
subsidiary or associated company of the Company or its ultimate holding company;


         

        "subsidiary"
and "holding company" have the meanings given to them in section 736 of the
Companies Act 1985 as amended; 

         

        (b)
references to clauses, sub-clauses and schedules are unless otherwise stated to
clauses and sub-clauses of and schedules to this Agreement; 

         

        (c) the
headings to the clauses are for convenience only and shall not affect the
construction or interpretation of this Agreement; 

         

        (d) any
references, express or implied, to statutes or statutory provisions shall be
construed as references to those statutes as modified or amended from time to
time.

         

        2.
Appointment 

         

        2.1 The
Company shall employ the Executive and the Executive agrees to act as Finance
Director of the Company and subject to the terms and conditions specified in
this Agreement. 2.2 The
Executive represents and warrants that he is not bound by or subject to any
court order, agreement, arrangement or undertaking which in any way restricts or
prohibits him from entering into this Agreement or from performing his duties
under this Agreement. 

         

        3. Term


         

        3.1 The
Employment shall commence on the later of the date hereof or the date a
finalised merger with or sale of the Company to a stock market listed company
occurs and, subject to clauses 3.2 and 15, shall continue unless or until
terminated by either the Executive giving to the Company not less than three
months notice and the Company giving to the Executive not less than six months
notice in writing. 3.2 The Employment shall terminate when the Executive reaches
such age as the Board shall determine is the appropriate retirement age for
senior employees of the Company. 3.3 The Executive's period of continuous
employment will begin on January 1st 2006. 

         

        4. Duties


         

        4.1 The
Executive shall perform the duties of Finance Director

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        


        4.2 The
Executive shall:- 

         

        (a)
devote sufficient time to carry out the duties assigned to him and which will
allow the Company's business plan to be executed in a timely
manner.

         

        (b)
faithfully and diligently serve the Company (and all Group Companies);


         

        (c) use
his best endeavours to promote and protect the interests of the Company (and all
Group Companies); 

         

        (d) obey
all reasonable and lawful directions given to him by or under the authority of
the Board; 

         

        (e)
perform services for and hold offices in any Group Company without additional
remuneration (except as otherwise agreed); 

         

        (f) make
such reports to the Board on any matters concerning the affairs of the Company
or any Group Company as are reasonably required; and 

         

        (g)
comply with all relevant rules and regulations (as amended from time to time) of
the OFEX Rule Book, London Stock Exchange Limited (including the Model Code for
Securities Transactions by Directors of Listed Companies and the AIM Rules) and
of all regulatory authorities relevant to the Company and any Group Companies
with which the Executive is concerned. 

         

        4.3 The
Company may at its sole discretion transfer this Agreement to any Group Company
at any time with the consent of the Executive which should not be unreasonably
withheld. 

         

        5. Hours
and place of work 

         

        5.1 The
Executive shall work such hours as are necessary for the proper performance of
his duties. For the purposes of the Working Time Regulations 1998, the Executive
hereby consents to work longer than 48 hours per week if his duties so require.
The Executive may revoke such consent on three months' written notice, such
notice to be addressed to the Company Secretary. 

         

        5.2 The
Executive's normal place of work will be the Company's offices in London area,
but the Company may require the Executive to work from any of its current or
future premises. The Executive will be given reasonable notice of any change in
his place of work. In the event that the Company and the Executive fail to reach
agreement on terms of transfer, then it is not deemed to be a material breach of
this contract. 

         

        5.3 If
the Executive's principal place of work is changed to a location which is
outside reasonable commuting distance from his home, the Company will reimburse
his reasonable removal costs, estate agents' and solicitors' fees. 5.4 If so
required by the Company, the Executive shall travel to such places (whether in
the United Kingdom or abroad) by such means and on such occasions as the Company
may from time to time require. 

           

        

      

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        6.
Remuneration 

         

        6.1 The
Company shall pay to the Executive an equivalent salary of (pound)50,000 per
annum. (Refer to Appendix I attached) 

         

        6.2 The
Company will make all monies owed payable by direct credit transfer in equal
monthly instalments in arrears on the last working day of each calendar month.


         

        6.3 The
Executive's base salary will be reviewed on 31st July of each year and any
increase will include performance together with a review of the cost of living
as defined by the UK retail price index. 

         

        6.4 The
Company may pay the Executive an annual bonus of such amount as the Remuneration
Committee as appointed by the Board may determine based on any agreed and in
place performance scheme. 

         

        6.5 The
remuneration specified in clause 6.1 shall be inclusive of any fees to which the
Executive may be entitled as a director of the Company or any Group Company.


         

        6.6
Payment of salary and bonus to the Executive shall be made either by the Company
or by a Group Company and if by more than one company, in such proportions as
the Board may from time to time determine. 

         

        6.7 The
Company will put in place Directors and Officers liability insurance as soon as
practical after you have formally taken up your role and will maintain such
cover for the full term of your appointment and any liability that may arise
thereafter. The indemnity limit will be (pound)5.5 million. A copy of the policy
document shall be provided upon receipt by the Company.

         

        7.
Deductions 

         

        For the
purposes of the Employment Rights Act 1996, the Executive hereby authorises the
Company to deduct from his remuneration hereunder any sums due from him to the
Company including, without limitation, any overpayments, loans or advances made
to him by the Company, the cost of repairing any damage or loss to the Company's
property caused by him and any losses suffered by the Company as a result of any
gross negligence or breach of duty by the Executive.

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

       

       

      
        8.
Expenses 

         

        The
Company shall reimburse the Executive in respect of all expenses reasonably
incurred by him in the proper performance of his duties, subject to the
Company's expense policy which may be amended from time to time. 

         

        9.
Holidays 

         

        9.1 The
Executive shall be entitled to receive his normal remuneration for all bank and
public holidays normally observed in UK and a further 30 working days' holiday
in each holiday year (being the period from 1st January-31st December). The
Executive may only take his holiday at such times as are agreed with the
Chairman, which will not be unreasonably withheld. 

         

        9.2 In
the respective years in which the Employment commences or terminates, the
Executive's entitlement to holiday shall accrue on a pro rata basis for each
complete month of service during the relevant year. 

         

        9.3 The
Executive may carry over a maximum up to 10 days vacation into the following
year but these must be used in the following calendar year. 

         

        9.4 On
termination of the Employment, the Company may either require the Executive to
take any unused accrued holiday entitlement during any notice period or make
payment of lieu of that entitlement. Any payment in lieu or deduction made shall
be calculated on the basis that each day of paid holiday is equivalent to 1/260
of the Executive's salary. 

         

        9.5
Subject to clause 9.4 above, unless otherwise agreed with the Board, failure to
take holiday entitlement in the appropriate holiday year will lead to forfeiture
of any untaken accrued holiday, without any right to payment in lieu.


         

        10.
Sickness benefits 

         

        10.1 The
Company shall continue to pay the Executive's salary during any period of
absence on medical grounds up to a maximum of 6 weeks in any period of 12
months, provided that the Executive shall: 

         

        (a)
notify the Company by no later than 10 a.m. on the first day of absence of the
reason for his absence; 

         

        (b)
complete self-certification forms provided by the Company in respect of any
absence from work due to sickness or incapacity; 

         

        (c)
supply the Company with medical certificates covering any period of sickness or
incapacity exceeding seven days (including weekends); and

         

        (d)
if required, undergo at the Company's expense a medical examination by a doctor
appointed by the Company and, subject to the Access to Medical Reports Act 1988,
allow the Company access to any medical report produced by such doctor.


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
         

        10.2
Payment of the Executive's salary pursuant to clause 10.1 shall be inclusive of
any Statutory Sick Pay to which the Executive may be entitled. 

         

        10.3 If
the Executive's absence is caused by the actionable negligence of a third party
in respect of which damages are recoverable, then all sums paid by the Company
shall constitute loans to the Executive, who shall:

         

        (a)
immediately notify the Company of all the relevant circumstances and of any
claim, compromise, settlement or judgment made or awarded in respect of it;


         

        (b) if
the Company so requires, refund to the Company such sum as the Company may
determine, not exceeding the lesser of: 

         

        (i) the
amount of damages recovered by him under such compromise, settlement or
judgment; and 

         

        (ii) the
sums advanced to him in respect of the period of incapacity. 

         

        11.
Pension 

         

        The
Company will provide within the base compensation package, subject to Board
approval, a financial amount which the Executive can use to invest in a private
pension plan of their choosing. 

         

        12.
Restrictions on other activities by the Executive 

         

        12.1 The
Executive shall not (except with the prior sanction of a resolution of the
Board) be directly or indirectly employed, engaged, concerned or interested in
any other business or undertaking, provided that this shall not prohibit the
holding (directly or through nominees) of investments listed on the London Stock
Exchange or in respect of which dealing takes place on any recognised stock
exchange as long as not more than three per cent of the issued shares or other
securities of any class of any one company shall be so held without the prior
sanction of a resolution of the Board.

         

      

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        12.2 The
Executive shall comply with: 

         

        (a) every
rule of law; 

         

        (b) the
rules and regulations of the OFEX Rule Book and/or any other rules and
regulations which are applicable to him from time to time; and 

         

        (c) every
regulation of the Company for the time being in force in relation to dealings in
shares or other securities of the Company or any Group Company. 

         

        12.3 The
Executive shall not (and shall procure so far as he is able that his spouse,
infant children and other connected persons, within the meaning of section 346
Companies Act 1985), deal or become or cease to be interested (within the
meaning of part I Schedule XIII Companies Act 1985) in any securities of the
Company, except in accordance with the Company's code for securities
transactions by directors. 

         

        12.4
Subject to any regulations issued by the Company, the Executive shall not be
entitled to receive or obtain directly or indirectly any discount, rebate or
commission in respect of any sale or purchase effected or other business
transacted (whether or not by him) by or on behalf of the Company or any Group
Company and if he (or any firm or company in which he is interested) shall
obtain any such discount, rebate or commission he shall account to the Company
or the relevant Group Company for the amount received by him (or a due
proportion of the amount received by such company or firm having regard to the
extent of his interest therein). 

         

        13.
Confidential Information and company documents 

         

        13.1 The
Executive shall neither during the Employment (except in the proper performance
of his duties) nor at any time (without limit) after the termination of the
Employment: 

         

        (a)
divulge or communicate to any person, company, business entity or other
organisation; 

         

        (b) use
for his own purposes or for any purposes other than those of the Company or any
Group Company; or 

         

        (c)
through any failure to exercise due care and diligence, cause any unauthorised
disclosure of any trade secrets or Confidential Information relating to the
Company or any Group Company or their clients, but so that these restrictions
shall cease to apply to any information which shall become available to the
public generally otherwise than through the default of the Executive or which
the Executive is entitled to disclose under the Public Interest Disclosure Act
1998 or required to disclose by law.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

      

       

      
         

        13.2 All
notes, technical data including seismic, electric log, reports and project
interpretation including financial analysis, memoranda, records, lists of
customers and suppliers and employees, correspondence, documents, computer and
other discs and tapes, data listings, codes, designs and drawings and other
documents and material whatsoever (whether made or created by the Executive or
otherwise) relating to the business of the Company or any Group Company (and any
copies of the same): 

         

        (a) shall
be and remain the property of the Company or the relevant Group Company; and (b)
shall be handed over by the Executive to the Company or to the relevant Group
Company on demand and in any event on the termination of the Employment.


         

        14.
Inventions and other intellectual property 

         

        14.1 The
parties foresee that the Executive may make inventions or create other
intellectual property in the course of his duties for the Company and agree that
in this respect the Executive has a special responsibility to further the
interests of the Company and the Group Companies. 

         

        14.2 Any
invention, or improvement, design, process, information, copyright work, trade
mark or trade name or get-up made, created or discovered by the Executive during
the course of his duties for the Company (whether capable of being patented or
registered or not and whether or not made or discovered in the course of the
Employment) in conjunction with or in any way affecting or relating to the
business of any company in the Group or capable of being used or adapted for use
therein or in connection therewith shall forthwith be disclosed to the Company
and shall (subject to sections 39 to 43 Patents Act 1977) belong to and be the
absolute property of the Company or such Group Company as the Company may
direct. 

         

        14.3 The
Executive if and whenever required so to do by the Company shall at the expense
of the Company or such Group Company as the Company may direct: 

         

        (a) apply
or join with the Company or such Group Company in applying for letters patent or
other protection or registration in the United Kingdom and in any other part of
the world for any such invention, improvement, design, process, information,
work, trade mark, trade name or get-up aforesaid; and 

         

        (b)
execute and do all instruments and things necessary for vesting the said letters
patent or other protection or registration when obtained and all right title and
interest to and in the same absolutely and as sole beneficial owner in the
Company or such Group Company or in such other person as the Company may
specify.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

       

      
        14.4 The
Executive hereby irrevocably and unconditionally waives all rights under Chapter
IV Copyright, Designs and Patents Act 1988 in connection with his authorship of
any existing or future copyright work in the course of the Employment, in
whatever part of the world such rights may be enforceable including, without
limitation: 

         

        (a) the
right conferred by section 77 of that Act to be identified as the author of any
such work; and 

         

        (b) the
right conferred by section 80 of that Act not to have any such work subjected to
derogatory treatment. 

         

        14.5 The
Executive hereby irrevocably appoints the Company to be his Attorney in his name
and on his behalf to execute and do any such instrument or thing and generally
to use his name for the purpose of giving to the Company the full benefit of
this clause. In favour of any third party a certificate in writing signed by any
Director or by the Secretary of the Company that any instrument or act falls
within the authority hereby conferred shall be conclusive evidence that such is
the case. 14.6 Nothing in this clause shall be construed as restricting the
rights of the Executive or the Company under sections 39 to 43 Patents Act 1977.


         

        15.
Termination 

         

        15.1 The
Employment shall be subject to termination by: 

         

        (a) by
the Company giving not less than six months notice in writing given at any time
while the Executive shall have been prevented by reason of ill health or
accident from performing his duties under this Agreement for a period of or
periods aggregating 180 days in the preceding 12 months; 

         

        (b) by
the Executive giving not less than three months notice in writing given at any
time. 

         

        (c) by
summary notice in writing and without any entitlement to pay in lieu of notice
if the Executive shall have: 

         

        (i) been
guilty of an act of gross misconduct or committed any serious breach or repeated
or continued (after warning) any material breach of his obligations under this
Agreement; or

         

      

      (ii) been
guilty of conduct which in the opinion of the Board brings himself or the
Company or any Group Company into disrepute; or 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        (iii)
provided false or misleading information to the Company in respect of his
suitability for the Employment or his qualifications and experience; or


         

        (iv)
become bankrupt or had an interim order made against him under the Insolvency
Act 1986 or compounded with his creditors generally; or 

         

        (v)
failed in the opinion of the Board to perform his duties to a satisfactory
standard, after having received a written warning from the Company and a period
of 3 months in which to remedy the performance issues raised by the Board
relating to the same; or 

         

        (vi) been
disqualified from holding any office which he holds in the Company or any Group
Company or resigns from such office without the prior written approval of the
Board; or 

         

        (vii)
been convicted of any criminal offence other than a minor offence under the Road
Traffic Acts for which a custodial sentence is not imposed. Any delay by the
Company in exercising such right of termination shall not constitute a waiver
thereof. 

         

        15.2 The
Company (at its sole and absolute discretion) reserves the right to terminate
the Employment at any time and with immediate effect by making the Executive a
payment in lieu of any notice of termination (whether given by the Company or by
the Executive). For this purpose, the Executive agrees that the payment in lieu
will consist of his basic salary for the relevant period of notice and will
exclude any bonus and any other emolument referable to the Employment. For the
avoidance of doubt, if the Company terminates the Employment without notice
other than under clause 15.1(c) above and elects not to make a payment in lieu
of notice, the Executive may be entitled to damages for breach of contract which
shall be assessed on the normal common law principles (including the Executive's
obligation to mitigate his loss) and the Executive shall not be entitled to
enforce payment in lieu of notice as a contractual debt or liquidated damages.


         

        15.3 If
(a) the Company in general meeting shall remove the Executive from the office of
director of the Company or (b) under the Articles of Association for the time
being of the Company the Executive shall be obliged to retire by rotation or
otherwise and the Company in general meeting shall fail to re-elect the
Executive as a director of the Company (either such case being referred to in
this clause 15.4 as an "Event"), then the Employment shall automatically
terminate with effect from the date of the Event, but if such termination shall
be caused by any act or omission of either party (and, for the avoidance of
doubt, an act or omission of the Company's shareholders shall be an act or
omission of the Company for these purposes) without the consent, concurrence or
complicity of the other, then such act or omission shall be deemed a breach of
this Agreement, and termination shall be without prejudice to any claim for
damages in respect of such breach. 

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

      

       

      
        15.4 On
the termination of the Employment (howsoever arising) or on either the Company
or the Executive having served notice of such termination, the Executive shall:


         

        (a) at
the request of the Company resign from office as a director of the Company and
all offices held by him in any Group Company, provided however that such
resignation shall be without prejudice to any claims which the Executive may
have against the Company or any Group Company arising out of the termination of
the Employment; and 

         

        (b)
forthwith deliver to the Company all materials within the scope of clause 13.2
and all credit cards, motor-cars, car keys and other property of or relating to
the business of the Company or of any Group Company which may be in his
possession or under his power or control, and if the Executive should fail to do
so the Company is hereby irrevocably authorised to appoint some person in his
name and on his behalf to sign any documents and do any things necessary to give
effect thereto. 

         

        15.5 On
termination of the Employment (howsoever arising and whether lawful or not) the
Executive shall have no rights as a result of this Agreement or any alleged
breach of this Agreement to any compensation under or in respect of any share
option or other long term incentive scheme in which he may participate or have
received grants or allocations at or before the date the Employment terminates.
Any rights which he may have under such share option or other scheme(s) shall be
exclusively governed by the rules of such scheme(s). 

         

        15.6 If
the Executive shall have been offered but shall unreasonably have refused to
agree to the transfer of this Agreement by way of novation to a company which
has acquired or agreed to acquire the whole or substantially the whole of the
undertaking and assets of or of the equity share capital of the Company, the
Executive shall have no claim against the Company in respect of the termination
of his employment hereunder by reason of the subsequent voluntary winding-up of
the Company or of the disclaimer of this Agreement by the Company within one
month after such acquisition.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

      

       

      
        16.
Restrictive Covenants 

         

        16.1 For
the purposes of clause 16.2 the following words have the following meanings:


         

        (a)
"Banking Partners" means any bank or other financial institution with which the
Company or any Group Company has a relationship and which provide finance to the
Company in relation to Company and with which the duties of the Executive were
concerned or for which he was responsible during the 12 months immediately
preceding the Termination Date; 

         

        (b)
"Customer" means any person, firm, company or other organisation whatsoever to
whom or which the Company or any Group Company distributed, sold or supplied
Company during the 12 months immediately preceding the Termination Date and with
whom or which, during such period: 

         

        (i) the
Executive had personal dealings in the course of his employment; or


         

        (ii) any
employee who was under the direct or indirect supervision of the Executive had
personal dealings in the course of his/her employment; 

         

        (c)
"Prospective Customer" means any person, firm, company or other organisation
whatsoever with whom or which the Company or any Group Company shall have had
negotiations or discussions regarding the possible distribution, sale or supply
of Company Products during the six months immediately preceding the Termination
Date and with whom or which, during such period: 

         

        (i) the
Executive shall have had personal dealings in the course of his employment by
the Company; or 

         

        (ii) any
employee who was under the direct or indirect supervision of the Executive shall
have had personal dealings in the course of his/her employment by the Company


         

        (d)
"Restricted Area" means the geographical area constituting the market of the
Company or any Group Company for Company in the period of 12 months prior to the
Termination Date and with which the Executive was materially concerned during
the said period of 12 months: 

         

        (e)
"Restricted Period" means the period of three months immediately following the
Termination Date;

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        
          (f)
"Termination Date" means the date of termination of the Employment or, if the
Executive spends a period on Garden Leave immediately before the termination of
the Employment, such earlier date on which Garden Leave commences. 

           

          16.2 The
Executive hereby undertakes with the Company (for itself and as trustee for each
Group Company) that he will not during the Restricted Period without the prior
written consent of the Company (such consent not to be unreasonably withheld)
whether by himself, through his employees or agents or otherwise howsoever and
whether on his own behalf or on behalf of any other person, firm, company or
other organisation, directly or indirectly: 

           

          (a) in
competition with the Company or any Group Company within the Restricted Area, be
employed or engaged or otherwise interested in the business of researching into,
developing, selling, supplying or otherwise dealing with Company; 

           

          (b) in
competition with the Company or any Group Company, solicit business from or
canvas any Banking Partner, Customer or Prospective Customer if such
solicitation or canvassing is in respect of Company; 

           

          (c) in
competition with the Company or any Group Company, accept orders for Company
from any Banking Partner, Customer or Prospective Customer; 

           

          (d)
solicit or induce or endeavour to solicit or induce any person who on the
Termination Date was a director, line manager, or other key employee of the
Company or any Group Company with whom the Executive had dealings during his
employment to cease working for or providing services to the Company, whether or
not any such person would thereby commit a breach of contract; 

           

          (e)
employ or otherwise engage in the business of researching into, developing,
selling, supplying or otherwise dealing with Company any person who was during
the 12 months preceding the Termination Date employed or otherwise engaged by
the Company or any Group Company and who by reason of such employment or
engagement is in possession of any trade secrets or Confidential Information
relating to the business of the Company or any Group Company or who has acquired
influence over its or their banking partners, customers and prospective
customers (defined as in clauses 17.1 (a), 17.1(c) and 17.1(d), but so that
references to the Executive shall be replaced by references to the relevant
employee).

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

        

      

       

      
        17. Data
Protection 

         

        The
Company will hold details pertinent to the Executive's employment on file as
part of his personnel records, which may include sensitive information. This
information may be processed for administrative or legal purposes or as required
by the Executive's continuing employment with the Company. 

         

        18.
Notices 

         

        18.1 Any
notice or other document to be given under this Agreement shall be in writing
and may be given personally to the Executive or to the Company Secretary (as the
case may be) or may be sent by first class post or other fast postal service or
by facsimile transmission to, in the case of the Company, its registered office
for the time being and in the case of the Executive either to his address shown
in this Agreement or to his last known place of residence. 18.2 Any such notice
shall be deemed served when in the ordinary course of the means of transmission
it would first be received by the addressee in normal business hours.


         

        19.
Former Agreements 

         

        19.1 This
Agreement shall be in substitution for any previous letters of appointment,
agreements or arrangements, whether written, oral or implied, relating to the
employment of the Executive. 

         

        19.2 The
Executive hereby acknowledges that he has no outstanding claims of any kind
against any Group Company. 

         

        20.
Change of Control Arrangements 

         

        20.1 The
Company has entered into a change of control clause, as outlined in Section 20
of this Employment Contract, with the named Executive officer. This change of
control clause will have an initial term until December 31st 2007 and which is
automatically extended for one year upon each anniversary, unless a notice not
to extend is given by the Company. If a change of control of the Company (as
defined below) occurs during the term of the change of control contract, then
the change of control clause becomes operative for a fixed three-year period.
The change of control clause generally provide that the executive's terms and
conditions of employment (including position, work location, compensation and
benefit) will not be adversely changed during the three-year period after a
change of control of the Company. If the Company terminates the Executive's
employment (other than for cause, death or disability), the executive terminates
for good reason during such three-year period, or, in certain change of control
transactions, the executive terminates employment for any reason during the
30-day period following the first anniversary of the change of control, and upon
certain terminations prior to a change of control or in connection with or in
anticipation of a change of control, the Executive is entitled to receive the
following payment and benefits of earned but unpaid compensation; 

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

      

       

      
        Four (4)
times the executive's base compensation package as defined in clause 6.1. of
this Employment Contract and plus the annual bonus (based on historic annual
bonus]. 

         

        The
change of control clause also provides for payment of all legal fees and
expenses incurred by the executive in enforcing any right or benefit provided by
the change of control clause, as defined in this Employment Contract.


         

        20.2 As a
condition to receipt of these change of control benefits, the executive must
remain in the employ of the Company and render services commensurate with his or
her position until the executive is terminated pursuant to the provisions of the
agreement. The executive must also agree to retain in confidence any and all
confidential information known to him or her concerning the Company and its
business so long as the information is not otherwise publicly disclosed.


         

        20.3 In
addition, pursuant to the Company's stock plans, upon a change of control of the
Company (as defined below): 

         

        [i] All
outstanding options and stock appreciation rights that are not vested and
exercisable become fully vested and exercisable; 

         

        [ii] The
restrictions on any outstanding restricted stock lapse and

         

        [iii] If
any performance-based restricted stock awards are outstanding, they become fully
vested and the performance goals are deemed to be earned unless otherwise
provided in the participant's award agreement. 

         

        20.4 For
purposes of this change of control clause and the Company's stock plans, a
change of control is generally defined as: 

         

        (a) Any
individual, entity or group acquiring beneficial ownership of 30% or more of
either the outstanding shares of the Company's common stock or the combined
voting power of the outstanding voting securities of the Company entitled to
vote generally for the election of directors; (b) Approval by the Company's
stockholders of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the
acquisition of assets of another entity, unless following the business
combination 

         

        (i) all
or substantially all of the beneficial owners of the Company's outstanding
common stock prior to the business combination own more than 60% of the
outstanding common stock of the corporation resulting from the business
combination; (ii) no person, entity or group owns 30% or more of the outstanding
voting securities of the corporation resulting from the business combination;
and (iii) at least a majority of the board of the corporation resulting from the
business combination were members of the Company's Board prior to the business
combination; or

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

      

       

      
        (c)
Approval by the Company's stockholders of a complete liquidation or dissolution
of the Company. 

         

        21 Garden
Leave 

         

        21.1
Despite any other provision in this Agreement the Company is under no obligation
to provide the Executive with work and may (if either party serves notice to
terminate the Employment or if the Executive purports to terminate the
Employment without due notice and the Company has not accepted that
resignation):- 

         

        (a)
require the Executive to perform:- 

         

        (i) only
a specified part of his normal duties, and no others: 

         

        (ii) such
duties as it may reasonably require, and no others: or (iii) no duties whatever;
and 

         

        (b)
exclude the Executive from any premises of any Group Company 

         

        21.2
During any period [not under any circumstances to exceed three months] of Garden
Leave the Executive shall 

         

        [a]
remain an employee of the Company 

         

        [b] not
[except as a representative of the Company or with the prior written approval of
the Board] whether directly or indirectly, paid or unpaid, be engaged or
concerned in the conduct of any other actual or prospective business or
profession or be or become employee, agent, partner, consultant or director of
any other company or firm or assist or have any financial interest in any other
such business or profession. 

         

        [c] not
to have any contact or communication with any client or other business contact,
customer, employee, officer, director, agent or consultant of the Company or any
Group Company, except such person[s] as the Board may direct. 

         

        [d] keep
the Company informed of his whereabouts so that he can be called upon to perform
any appropriate duties as required by the Company. 

         

        [e] if
the Company, so requests, resign from any office held by him in any Group
Company. 

         

        [f]
continue to receive his salary and all contractual benefits in the usual way;
and 

         

        [g]
continue to be bound by his contractual and implied duties of good faith and
fidelity

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

      

       

      
        22 Choice
of law and submission to jurisdiction 

         

        22.1 This
Agreement shall be governed by and interpreted in accordance with laws of the
United Kingdom. 

         

        22.2 The
parties hereby submit to the jurisdiction of the United Kingdom but this
Agreement may be enforced by the Company in any court of competent jurisdiction.


         

         

        IN
WITNESS whereof this Agreement has been executed as a deed the day and year
first above written. EXECUTED as a deed by INDEX OIL AND GAS Ltd. 

         

        
          
            	and signed by two
      duly	) Director	_____________________	 
	authorised officers
      on its behalf	)	 	 
	 	)
      Director/Secretary	_____________________	 


          

           

        

        
          
            
              	EXECUTED and
      DELIVERED 	) 	 	 
	as a deed by Andrew
      Boetius	)	 	 
	in the presence
      of:	) 	 	 


            

             

          

          
            
              
                
                  	Signature of
      Witness	Occupation	_____________________	 
	Name 	 	 	 
	Address 	 	 	 


                

                 

                 

                 

                
                  
                    
                    

                  

                  
                    19

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

    

     

     

    
      Restated
and Amended Appendix I to Employment Agreement

      


      Dated
4 March 2009

      Between

      Index
Oil & Gas Limited

      and

      Andrew
Boetius

      


      Effective
Date of this amendment 1st
December 2008

      


      


      
        	
                1.1  

              	
                The
      Executive’s total annual salary remuneration is currently £86,982.00
      (“annual salary”).

              


      

      
        	
                1.2  

              	
                This
      total annual salary remuneration is divisible by 12 months to achieve a
      monthly rate of £7,248.50 (“monthly
salary”).

              


      

      
        	
                1.3  

              	
                Commencing
      1st
      December 2008 and for a period of three (3) months from the day and year
      first written above, or to such other later date as provided for below in
      Clause 1.7, the Executive’s salary shall be paid in two parts as
      follows;

              


      

      


      
        	
                1.3.1  

              	
                Part
      1, an amount equal to seventy percent (70%) of monthly salary or £5,073.95
      be paid monthly as cash less any appropriate taxes withholding for this
      portion.

              


      

      
        	
                1.3.2  

              	
                Part
      2, an amount equal to thirty percent (30%) of monthly salary or £2,174.55
      shall be paid in aggregate at the end of the 3 month period or at such
      other later date as provided for below in Clause 1.7, as shares of common
      stock in the affiliate parent company Index Oil and Gas Inc. and issuable
      as a Stock Award under the 2008 Stock Incentive Plan, less any appropriate
      withholding taxes for this portion.

              


      

      


      
        	
                1.4  

              	
                The
      Executive shall work such hours as currently contained in the most recent
      previous amendment of the Executive’s Contract
  terms.

              


      

      
        	
                1.5  

              	
                In
      addition, the Company’s pension contribution of 10% of the Executive’s
      annual salary shall accumulate but payment be suspended for a period of
      three (3) months or until such other later time as provided for below in
      Clause 1.7. At the end of the payment suspension period, the amount will
      be paid in aggregate as shares of  common stock in the affiliate
      parent company Index Oil and Gas Inc. and issuable as a Stock Award under
      the 2008 Stock Incentive Plan, less any appropriate withholding taxes for
      this portion.

              


      

      
        	
                1.6  

              	
                All
      Stock Award based payments made to the employee under Clauses 1.3 and 1.5
      shall be calculated on the basis of £1 GBP equals $1.50 USD. In the event
      the exchange rate between the US dollar and Great British pound shall very
      by more than 10% for more than one half of any single month period then
      the above calculation shall be preformed using an exchange rate calculated
      as the average rate for the month in question, as published on
      FT.com.

              


      

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      
        	
                1.7  

              	
                At
      the discretion of the Board of Directors, the terms provided for this
      Contract amendment may be extended for up to a further three (3) month
      period, one month at a time, and each monthly extension shall be subject
      to the approval of a majority vote by a quorum of the Company’s Board of
      Directors (the “Board”).

              


      

      
        	
                1.8  

              	
                the
      quantity of common stock to be awarded will be calculated as the monthly
      USD value of foregone compensation and benefits, as calculated in Clause
      1.6 above, divided by the average daily closing stock price for IXOG on
      the OTC:BB during the relevant month the remuneration deferral
      arrangements are in place. All Stock Awards will vest and be issuable,
      subject to Index Board approval, on or as soon as practicable and no later
      than 45 days after 1 March 2009 or after the first day of the month
      following the last extended month, with the exception of the award related
      to December 2008 which may be issued, at the discretion of the Board,
      prior to March 15, 2009.

              


      

      
        	
                1.9  

              	
                Upon
      the issuance of the Shares to the Employee, the Company is authorized to
      withhold a certain amount of Shares otherwise distributable to the
      Employee under this Agreement in order to satisfy any and all federal,
      state and local tax obligations with respect to the issuance of such
      Shares, with such amount of shares to withhold being determined by month
      as the USD amount of tax withholding for that month divided by the average
      daily closing stock price for IXOG on the OTC:BB during that month, and as
      used in Clause 1.8 above.

              


      

      
        	
                1.10  

              	
                The
      Stock Award will be forfeited in total if the employee gives notice of
      termination of the Employment prior to the date of approval of the
      issuance by the Board.

              


      

      
        	
                1.11  

              	
                This
      Amendment is automatically terminated on the later of 1.) three (3) months
      from the Effective Date or 2.) such other later date as provided for in
      clause 1.7 but in no case later than 31 May
  2009.

              


      

      
        	
                1.12  

              	
                The
      Executive is treated as being jointly employed by Index Oil & Gas
      Limited and Index Oil and Gas Inc. The Executive’s Annual Salary is
      payable split between these two entities as determined by the Board of
      Directors, from time to time. Withholding taxes relating to each
      employment are to be deducted as appropriate in the respective
      jurisdiction for each entity.

              


      

      
        	
                1.13  

              	
                If
      any discrepancy arises between the terms of this amended agreement and the
      terms of the 2008 Stock Incentive Plan, the terms of the 2008 Stock
      Incentive Plan will override.

              


      

      
        	
                1.14  

              	
                All
      other contract terms and conditions remain
  unchanged

              


      

      


      IN WITNESS whereof to this
Agreement Amendment has been executed as a deed the day and year first above
written.

      


      EXECUTED as a deed by INDEX OIL & GAS
Limited.

    

    
      
        
          	and signed by two
      duly	) Director	_____________________	 
	authorised officers
      on its behalf	)	 	 
	 	)
      Director/Secretary	_____________________	 


        

         

      

      
        
          
            	EXECUTED and DELIVERED 	) 	 	 
	as a deed by Andrew
      Boetius	)	 	 
	in the presence
      of:	) 	 	 


          

           

        

        
          
            
              
                	Signature of
      Witness	Occupation	_____________________	 
	Name 	 	 	 
	Address 	 	 	 


              

               

               

            

          

        

      

    

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      Restated
and Amended Appendix I to Employment Agreement

      


      Dated
4 March 2009

      Between

      Index
Oil & Gas Limited

      and

      Andrew
Boetius

      


      Effective
Date of this amendment 1st March
2009

      


      


      
        	
                1.1  

              	
                The
      Executive’s total annual salary remuneration is currently £86,982.00
      (“annual salary”).

              


      

      
        	
                1.2  

              	
                This
      total annual salary remuneration is divisible by 12 months to achieve a
      monthly rate of £7,248.50 (“monthly
salary”).

              


      

      
        	
                1.3  

              	
                Certain
      amended remuneration terms have been effective from 1 December 2008 and
      the Company has elected to extend the period of amended remuneration
      terms. Commencing 1st
      March 2009 and for a maximum period of three (3) months from the day and
      year first written above, as provided for below in Clause 1.7, it is also
      agreed the Executive’s salary shall be paid in two parts as
      follows;

              


      

      


      
        	
                1.3.1  

              	
                Part
      1, an amount equal to fifty percent (50%) of monthly salary or £3,624.25
      be paid monthly as cash less any appropriate taxes withholding for this
      portion.

              


      

      
        	
                1.3.2  

              	
                Part
      2, an amount equal to fifty percent (50%) of monthly salary or £3,624.25
      shall be paid in aggregate at the end of the applicable period under
      Clause 1.7 below, as shares of common stock in the affiliate parent
      company Index Oil and Gas Inc. and issuable as a Stock Award under the
      2008 Stock Incentive Plan, less any appropriate withholding taxes for this
      portion.

              


      

      


      
        	
                1.4  

              	
                The
      Executive shall work such hours as currently contained in the most recent
      previous amendment of the Executive’s Contract
  terms.

              


      

      
        	
                1.5  

              	
                In
      addition, the Company’s pension contribution of 10% of the Executive’s
      annual salary shall accumulate but payment be suspended for the period as
      applicable under Clause 1.7 below. At the end of the payment suspension
      period, the amount will be paid in aggregate as shares of common stock in
      the affiliate parent company Index Oil and Gas Inc. and issuable as a
      Stock Award under the 2008 Stock Incentive Plan, less any appropriate
      withholding taxes for this portion.

              


      

      
        	
                1.6  

              	
                All
      Stock Award based payments made to the employee under Clauses 1.3 and 1.5
      shall be calculated on the basis of £1 GBP equals $1.50 USD. In the event
      the exchange rate between the US dollar and Great British pound shall very
      by more than 10% for more than one half of any single month period then
      the above calculation shall be preformed using an exchange rate calculated
      as the average rate for the month in question, as published on
      FT.com.

              


      

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

      
        	
                1.7  

              	
                At
      the discretion of the Board of Directors, the terms provided for this
      Contract amendment may apply for a maximum of three (3) months, to be
      decided on a month by month basis, and each monthly extension shall be
      subject to the approval of a majority vote by a quorum of the Company’s
      Board of Directors (the “Board”).

              


      

      
        	
                1.8  

              	
                the
      quantity of common stock to be awarded will be calculated as the monthly
      USD value of foregone compensation and benefits, as calculated in Clause
      1.6 above, divided by the average daily closing stock price for IXOG on
      the OTC:BB during the relevant month the remuneration deferral
      arrangements are in place. All Stock Awards will vest and be issuable,
      subject to Index Board approval, on or as soon as practicable and no later
      than 45 days after the end of the applicable period under Clause
      1.7.

              


      

      
        	
                1.9  

              	
                Upon
      the issuance of the Shares to the Employee, the Company is authorized to
      withhold a certain amount of Shares otherwise distributable to the
      Employee under this Agreement in order to satisfy any and all federal,
      state and local tax obligations with respect to the issuance of such
      Shares, with such amount of shares to withhold being determined by month
      as the USD amount of tax withholding for that month divided by the average
      daily closing stock price for IXOG on the OTC:BB during that month, and as
      used in Clause 1.8 above.

              


      

      
        	
                1.10  

              	
                The
      Stock Award will be forfeited in total if the employee gives notice of
      termination of the Employment prior to the date of approval of the
      issuance by the Board.

              


      

      
        	
                1.11  

              	
                This
      Amendment is automatically terminated at the end of the applicable period
      in Clause 1.7 but in no case later than 31 May
  2009.

              


      

      
        	
                1.12  

              	
                The
      Executive is treated as being jointly employed by Index Oil & Gas
      Limited and Index Oil and Gas Inc. The Executive’s Annual Salary is
      payable split between these two entities as determined by the Board of
      Directors, from time to time. Withholding taxes relating to each
      employment are to be deducted as appropriate in the respective
      jurisdiction for each entity.

              


      

      
        	
                1.13  

              	
                If
      any discrepancy arises between the terms of this amended agreement and the
      terms of the 2008 Stock Incentive Plan, the terms of the 2008 Stock
      Incentive Plan will override.

              


      

      
        	
                1.14  

              	
                All
      other contract terms and conditions remain
  unchanged

              


      

      


      IN WITNESS whereof to this
Agreement Amendment has been executed as a deed the day and year first above
written.

      
EXECUTED as a deed by INDEX OIL & GAS
Limited.

    

    
      
        
          
            	and signed by two
      duly	) Director	_____________________	 
	authorised officers
      on its behalf	)	 	 
	 	)
      Director/Secretary	_____________________	 


          

           

        

        
          
            
              	EXECUTED and DELIVERED 	) 	 	 
	as a deed by Andrew
      Boetius	)	 	 
	in the presence
      of:	) 	 	 


            

             

          

          
            
              
                
                  	Signature of
      Witness	Occupation	_____________________	 
	Name 	 	 	 
	Address 	 	 	 


                

                 

              

            

          

        

      

    

     

     

     

     

     

     

     

     

    23