ex101.htm

Exhibit
10.1

    DATED
January 1st 2006

    


    


    


    


    


    Index Oil
& Gas Ltd

    


    and

    


    


    Daniel L
Murphy

    


    


    


    


    


    


    


    


    


    EMPLOYMENT
AGREEMENT

    


    


    


    


     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    CONTENTS

     

     

    

      
        
          
            
              	
                      Clause

                    	
                      Heading 

                    	
                      Page

                    
	 	 	 
	
                      1.

                    	
                      Definitions

                    	
                      1

                    
	
                      2.

                    	
                      Appointment

                    	
                      2

                    
	
                      3.

                    	
                      Term.

                    	
                      2

                    
	
                      4.

                    	
                      Duties

                    	
                      2

                    
	
                      5.

                    	
                      Hours
      and place of work

                    	
                      3

                    
	
                      6.

                    	
                      Remuneration

                    	
                      4

                    
	
                      7.

                    	
                      Deductions.

                    	
                      4

                    
	
                      8.

                    	
                      Expenses

                    	
                      5

                    
	
                      9.

                    	
                      Holidays

                    	
                      5

                    
	
                      10.

                    	
                      Sickness
      benefits

                    	
                      5

                    
	
                      11.

                    	
                      Pension

                    	
                      6

                    
	
                      12.

                    	
                      Restrictions
      on other activities by the Executive

                    	
                      6

                    
	
                      13.

                    	
                      Confidential
      Information and company documents

                    	
                      7

                    
	
                      14.

                    	
                      Inventions
      and other intellectual property

                    	
                      8

                    
	
                      15.

                    	
                      Termination

                    	
                      9

                    
	
                      16.

                    	
                      Restrictive
      Covenants

                    	
                      12

                    
	
                      17.

                    	
                       Data
      Protection

                    	
                      12

                    
	
                      18.

                    	
                       Notices

                    	
                      14

                    
	
                      19.

                    	
                      Former
      Agreements

                    	
                      14

                    
	
                      20.

                    	
                      Change
      of Control

                    	
                      14

                    
	
                      21.

                    	
                      Garden
      Leave

                    	
                      16

                    
	
                      22.

                    	
                      Choice
      of law and submission to jurisdiction

                    	
                      17

                    


            

          

        

      




    
      
        
        

      

      
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    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)  Daniel
L Murphy, New Hextalls West, Hextalls Lane, Bletchingley Surrey RH1 4QT
(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

     

    
      
        
        

      

      
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              "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
the  Chairman  of  the  Company's  Board  of  Directors  and
of the Remuneration  Committee 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 employment will begin on January 1st 2006.

    


    4.   Duties

    


         4.1  The  Executive  shall  perform  the  duties  of  The  Chairman  of
the
Company's   Board  of  Directors  and  of  the  Board's   Remuneration
Committee.

     

    
      
        
        

      

      
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         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 which are estimated to be approximately  2.5 days per
week.

    


         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.

     

    
      
        
        

      

      
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         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.

    


    6.   Remuneration

    


         6.1  The
Company shall pay to the Executive a salary of (pound)3,437.50 per month. (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.

     

    
      
        
        

      

      
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    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 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)  all  on a
pro  rata  basis  of  (actual  days
worked/260.  The  Executive may only take his holiday at
such times as are agreed with the Board, 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 1/21 of
the  Executive's  monthly 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 normal 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.

    


         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.

     

    
      
        
        

      

      
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         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 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.

     

    
      
        
        

      

      
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              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.

     

    
      
        
        

      

      
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         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

    


    
      
        
        

      

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

    


                   (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.

    


         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.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    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  organization
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;

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
 

         (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).

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


              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

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

              (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

    


    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 Daniel
      L Murphy	) 	 	 
	in the presence
      of:  	)	 	 


    

     

     

    
      
        
          
            
              
                	Signature of
      Witness	 	 
	Occupation	 	 
	Name	 	 
	
                        Address

                      	 	 
	 	 	 


              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      Restated
and Amended Appendix I to Employment Agreement

      


      Dated
4 March 2009

      Between

      Index
Oil & Gas Limited

      and

      Daniel
Murphy

      


      Effective
Date of this amendment 1st
December 2008

      


      


      
        	
                1.1  

              	
                The
      Executive’s total annual salary remuneration is currently £52,189.00
      (“annual salary”), for duties estimated to require three days working per
      week.

              


      

      
        	
                1.2  

              	
                This
      total annual salary remuneration is divisible by 12 months to achieve a
      monthly rate of £4,349.08 (“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 £3,044.36
      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 £1,304.72
      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.

              


      

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

       

      
        	
                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  

              	
                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.

              


      

      
        	
                1.13  

              	
                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 Daniel
      Murphy	) 	 	 
	in the presence
      of:  	)	 	 


      

       

       

      
        
          
            
              
                
                  	Signature of
      Witness	 	 
	Occupation	 	 
	Name	 	 
	
                          Address

                        	 	 
	 	 	 


                

              

            

          

        

      

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

     

    
      Restated
and Amended Appendix I to Employment Agreement

      


      Dated
4 March 2009

      Between

      Index
Oil & Gas Limited

      and

      Daniel
Murphy

      


      Effective
Date of this amendment 1st March
2009

      


      


      
        	
                1.1  

              	
                The
      Executive’s total annual salary remuneration is currently £52,189.00
      (“annual salary”), for duties estimated to require three days working per
      week.

              


      

      
        	
                1.2  

              	
                This
      total annual salary remuneration is divisible by 12 months to achieve a
      monthly rate of £4,349.08 (“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 £2,174.54
      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 £2,174.54
      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.

              


      

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      
        	
                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  

              	
                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.

              


      

      
        	
                1.13  

              	
                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 Daniel
      Murphy	) 	 	 
	in the presence
      of:  	)	 	 


        

         

         

        
          
            
              
                
                  
                    	Signature of
      Witness	 	 
	Occupation	 	 
	Name	 	 
	
                            Address

                          	 	 
	 	 	 


                  

                

              

            

          

        

         

         

         

         

        20