SERVICES AGREEMENT
This Services Agreement is between XCL Ltd., a
Delaware Corporation ("XCL"), and Benjamin B. Blanchet d/b/a
The Law Offices of Benjamin B. Blanchet ("Blanchet") for the
provision of legal counsel services by Blanchet to XCL and
its subsidiaries. By separate agreement, Blanchet is
engaged as an officer/employee of XCL with a commitment to
devote 80 hours per month to XCL in that capacity. To the
extent that Blanchet devotes time to XCL in excess of that
amount, such services will be subject to the terms and
conditions of this agreement as follows.
1. Blanchet is hereby engaged to act as
counsel to XCL to perform such services as XCL may request
of him in that capacity from time to time, provided that
Blanchet shall be compensated for no more than 80 hours per
month under this agreement in any calendar month. Hours in
excess of 80 per calendar month shall carry forward to
future months during the same calendar year. Any excess
hours at the end of a calendar year may be considered by the
Compensation Committee of the Board of Directors of XCL in
determining if any additional compensation should be paid to
Blanchet for the year in which such excess hours were
incurred (which determination is in the complete discretion
of such Committee). Excess hours will not carry forward
from one year to the next. Amounts due under this agreement
shall be paid to Blanchet monthly on the last business day
of the month for the time devoted under this agreement that
month. If any amounts due under this agreement in any month
are in dispute, XCL shall timely pay all amounts not
reasonably in dispute and if all amounts due under this
agreement in any month are in dispute, XCL shall timely pay
the amounts it reasonably estimates to be due for such month
and XCL shall use its best efforts to resolve any such
disputes at the earliest practicable date.
2. At the effective time of this agreement,
Blanchet's hourly rate is $250. Compensation for services
under this agreement will be at the rate of $175 per hour.
In consideration for this reduced hourly rate, XCL shall
provide Blanchet with furnished office space and supplies,
reasonable secretarial assistance, a reasonable library
allowance, professional liability insurance in an amount
agreed to by the parties, CLE, bar dues and other similar
matters. In addition, Blanchet shall be entitled to
reimbursement for expenses incurred by him in the
performance of services under this agreement.
3. Except to the extent prohibited by, and
subject to the requirements of, law (including any fiduciary
obligations Blanchet may owe XCL as an officer and director
thereof) or the Louisiana Rules of Professional
Responsibility, Blanchet shall be free to represent other
clients and engage in business for his own account (which
shall be covered by the professional liability insurance
paid for by XCL), including representation of other clients
in China, including representation of groups or entities
that have officers or directors of XCL as principles. In
such cases, Blanchet shall have no obligation to disclose
such representations to XCL except as may be required by
applicable law, the Louisiana Rules of Professional
Responsibility, or policies adopted by XCL's Board of
Directors from time to time. Further, in such cases,
subject to applicable law and the Louisiana Rules of
Professional Responsibility, Blanchet shall have no
obligation to disclose to XCL any information received by
him in connection with such representation or business
undertaking, and XCL acknowledges and understands that
Blanchet may be bound by confidentiality obligations
prohibiting him from disclosing any information about such
matters to XCL.
4. If Blanchet reasonably requests a waiver of
conflict of interest from XCL to enable him to represent
another client, XCL will not unreasonably withhold its
consent to such waiver of conflict of interest if XCL's
Executive Committee determines that granting such waiver
would not cause damage to or otherwise prejudice XCL's
business, financial or other operations or prospects.
5. In keeping time under this agreement,
Blanchet shall report to XCL the number of hours per month
that he devoted to XCL both under this agreement and as an
employee and shall identify any reimbursable expenses and
provide copies of receipts or other backup information with
respect thereto (other than for de minimus expenses) as XCL
may reasonably request. Hours shall first be credited
against his obligations as an officer/employee of XCL (as
described in that certain Employment Term Sheet dated August
1, 1997) and then under this agreement. Except to the
extent reasonably requested to do so from time to time by
XCL, Blanchet shall not be required to allocate the time he
devotes to XCL under this agreement to specific XCL
projects.
6. XCL shall not be permitted to set off any
amounts owed Blanchet pursuant to this agreement against
amounts owed by Blanchet to XCL without Blanchet's prior
written consent.
7. This agreement may be terminated by either
party at any time with or without cause.
8. This agreement shall be construed in
accordance with and governed by the laws of the State of
Louisiana.
Executed as of the 1st day of August, 1997.
XCL LTD.
By:________________________________
Name:______________________________
Title:_____________________________
___________________________________
Benjamin B. Blanchet