STATEMENTS.
THE CONTRACTOR MAY INCUR REASONABLE
EXPENSES IN THE NAME OF THE COMPANY PROVIDED THAT SUCH EXPENSES RELATE SOLELY TO
THE CARRYING OUT OF THE SERVICES.
THE CONTRACTOR WILL IMMEDIATELY FORWARD ALL
INVOICES FOR EXPENSES INCURRED ON BEHALF OF AND IN THE NAME OF THE COMPANY AND
THE COMPANY AGREES TO PAY SAID INVOICES DIRECTLY ON A TIMELY BASIS.
2.2
REGULATORY COMPLIANCE.
THE CONTRACTOR AGREES TO COMPLY
WITH ALL APPLICABLE SECURITIES LEGISLATION AND REGULATORY POLICIES IN RELATION
TO PROVIDING THE SERVICES, INCLUDING BUT NOT LIMITED TO UNITED STATES SECURITIES
LAWS (IN PARTICULAR, REGULATION FD) AND THE POLICIES OF THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION.
2.3
PROHIBITION AGAINST INSIDER TRADING.
THE CONTRACTOR
HEREBY ACKNOWLEDGES THAT THE CONTRACTOR IS AWARE, AND FURTHER AGREES
THAT THE
CONTRACTOR WILL ADVISE THOSE OF ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
WHO MAY HAVE ACCESS TO CONFIDENTIAL INFORMATION, THAT UNITED STATES SECURITIES
LAWS PROHIBIT ANY PERSON WHO HAS MATERIAL, NON-PUBLIC INFORMATION ABOUT A
COMPANY FROM
PURCHASING OR SELLING SECURITIES OF SUCH A COMPANY OR FROM
COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON UNDER CIRCUMSTANCES IN WHICH
IT IS REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO PURCHASE OR SELL SUCH
SECURITIES.
3
ARTICLE III
COMPANY'S AGREEMENTS
3.1
COMPENSATION.
THE CONTRACTOR SHALL
RECEIVE PAYMENT OF US $5,000 PER MONTH, PAYABLE ON THE LAST DAY OF EVERY MONTH,
AS COMPENSATION FOR PROVIDING THE SERVICES PURSUANT TO THE TERMS OF THIS
AGREEMENT.
THE CONTRACTOR SHALL BE PAID THE FULL $5,000 FOR THE MONTH OF MARCH
2013, ON MARCH 31, 2013.
3.2
COMPENSATION SHARES.
ADDITIONAL
COMPENSATION FOR AGREEING TO ENTER INTO THIS AGREEMENT SHALL BE PAYABLE
1,000,000 SHARES OF THE COMPANY'S PREFERRED STOCK, ISSUED PURSUANT TO TERMS OF
THIS AGREEMENT (THE "COMPENSATION SHARES").
THE COMPENSATION SHARES SHALL BE
CONVERTIBLE INTO 10,000,000 COMMON SHARES OF THE COMPANY'S STOCK UPON THE
PRODUCTION OF OIL FROM AN OIL AND GAS WELL OWNED BY THE COMPANY WITHIN THE STATE
OF MONTANA.
3.3
VOTING OF COMPENSATION SHARES.
THE CONTRACTOR COVENANTS
AND AGREES THAT, WITH RESPECT TO THE SHARES THAT IT RECEIVES FROM THE EXERCISE
OF COMPENSATION SHARES, IT SHALL, AT ALL TIMES THAT IT IS THE BENEFICIAL OWNER
OF SUCH SHARES, VOTE SUCH SHARES ON ALL MATTERS COMING BEFORE IT AS A
STOCKHOLDER OF THE COMPANY IN THE SAME MANNER AS THE MAJORITY OF THE BOARD OF
DIRECTORS OF THE COMPANY SHALL RECOMMEND.
3.4
INFORMATION.
SUBJECT TO THE TERMS OF THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION ARTICLE V HEREOF, AND PROVIDED THAT THE CONTRACTOR
AGREES THAT IT WILL NOT DISCLOSE ANY MATERIAL NON-PUBLIC INFORMATION TO ANY
PERSON OR ENTITY, THE COMPANY SHALL MAKE AVAILABLE TO THE CONTRACTOR SUCH
INFORMATION AND DATA AND SHALL PERMIT THE CONTRACTOR TO HAVE ACCESS TO SUCH
DOCUMENTS AS ARE REASONABLY NECESSARY TO ENABLE IT TO PERFORM THE SERVICES UNDER
THIS AGREEMENT.
THE COMPANY ALSO AGREES THAT IT WILL ACT REASONABLY AND
PROMPTLY IN REVIEWING MATERIALS SUBMITTED TO IT FROM TIME TO TIME BY THE
CONTRACTOR AND INFORM THE CONTRACTOR OF ANY MATERIAL INACCURACIES OR OMISSIONS
IN SUCH MATERIALS.
ARTICLE IV