1
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 1st day of February, 1996 (the "Effective
Date").
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Company")
AND: HODGKINSON EQUITIES CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Consultant")
WHEREAS the Company has agreed to hire the Consultant and the Consultant has
agreed to provide his services to the Company on the terms and conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree (the
"Agreement") as follows:
1. RETAINER
1.1 The Company hereby retains the services of the Consultant, and in
particular its principal shareholder, Robert L. Hodgkinson ("RLH") to provide to
the Company, the services normally expected of a president and chief executive
officer (the "services"), and the Consultant hereby agrees to provide such
services to the Company upon the terms and conditions contained in this
Agreement.
2. DURATION OF SERVICE
2.1 Subject to termination as provided for in section 7, this Agreement shall
be for an initial term of 23 months commencing on the Effective Date. Provided
that this Agreement has not been terminated by either party pursuant to section
7, the Company may renew this Agreement for further one year terms by providing
to the Consultant written notice of same at least 30 days prior to the
expiration of the current term or the renewal term, as the case may be.
2
3. REMUNERATION
3.1 The Consultant shall be paid a fee of $12,500 per month payable for each
calendar month on the last business day of such month.
3.2 Subject to all necessary regulatory approvals, the Consultant shall be
entitled to:
(a) the grant of 200,000 stock options pursuant the Company's stock
option plan, such stock options to have the following terms:
(i) they will be non-transferable and have a term of three years
commencing from the date regulatory approval is obtained;
(ii) they will be exercisable at the lowest price permitted by the
applicable regulatory authorities;
(iii) they will otherwise be subject to the terms and conditions
normally required by the applicable regulatory authorities in
order to secure regulatory approval.
3.3 The Consultant shall be reimbursed for all reasonable travelling and
other out-of-pocket expenses actually and properly incurred by him in connection
with his duties hereunder provided that the Consultant first furnishes
statements and vouchers for all such expenses to the Company. Individual expense
items in excess of $12,500 must be preapproved by the Company.
4. DUTIES OF CONSULTANT
4.1 The Consultant shall have, subject always to the general or specific
instructions and directions of the board of directors of the Company (the
"Board"), full power and authority to manage the business and affairs of the
Company that would normally be managed by a senior officer having the title and
capacity of RLH, except in respect of such matters and duties as by law must be
transacted or performed by the Board.
4.2 The Consultant shall:
(a) conform to all lawful instructions and directions from time to time
given to him by the Board;
(b) devote sufficient time and attention to the business and affairs of
the Company, as would typically be expected of a president and chief
executive officer;
- 2 -
3
(c) well and faithfully serve the Company and use his best efforts to
promote the interests of the Company;
(d) provide to the Company those services normally expected of a
president and chief executive officer; and
(e) consent to serve as a director of the Company and, if requested, of
any of the Company's affiliates or subsidiaries.
4.3 Subject to the provisions of the Canada Business Corporations Act, the
bylaws of the Company and provided that RLH acted honestly and in good faith
with a view to the best interests of the Company, or, in the case of a criminal
or administrative action or proceeding that is enforced by a monetary penalty,
he had reasonable grounds for believing that his conduct was lawful, and the
directors of the Company shall cause the Company to indemnify the Consultant and
RLH and his heirs and personal representatives against all costs, damages,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him or them and resulting from RLH acting as a
director and officer of the Company in his normal course of duties. In addition,
should the directors cause the Company to purchase and maintain insurance for
the benefit of any person who is or was serving as a director of the Company
then the directors shall also cause the Company to purchase and maintain
insurance for the benefit of the Consultant against any and all liability
incurred by him as a director and officer of the Company.
5. CONFIDENTIALITY
5.1 Unless permitted by resolution of the Directors of the Company (excluding
RLH if he is a Director), the Consultant shall not, during the term of this
Agreement or at any time thereafter, use for his own purposes or for any
purposes other than those of the Company any intellectual property or knowledge
or confidential information of any kind whatsoever he may acquire in relation to
the Company's business or the business of its subsidiaries, and such shall be
and remain the property of the Company.
6. NON-COMPETITION
6.1 Subject to paragraph 7.2, the Consultant shall not, without the prior
written consent of the Company, which consent (given by a Director other than
the Consultant), will not be unreasonably withheld, during the term of this
Agreement and during the six month period immediately following the termination
of this Agreement, within the area in which the Company operated at the time of
termination (the "Prohibited Area"):
(a) directly or knowingly indirectly engage in or become financially
interested in (otherwise then through an investment in a publicly
traded or private entity in
- 3 -
4
which the Consultant has no other interest or control), either
individually or as a partner, shareholder, agent, manager, owner,
advisor or financial backer of any person, persons, firm,
association, venture, entity or corporation of any kind whatsoever
that carries on the business of oil and gas exploration, development
or production (collectively the "Prohibited Businesses"); or
(b) divert or attempt to divert any business of the Company or of any of
its subsidiaries, to any other competitive establishment, by direct
or indirect inducement or otherwise.
6.2 The Company acknowledges and consents to the ongoing participation of the
Consultant and RLH in Australian Oilfields Pty Ltd. as a consultant, director,
officer and shareholder.
7. TERMINATION
7.1 Either of the parties hereto may, subject to paragraph 7.2 hereof, give
to the other three months notice in writing of its intention to terminate this
Agreement and on the expiration of such period this Agreement shall be wholly
terminated. Such three months notice may expire on any day of the month and any
remuneration payable hereunder shall be proportioned to the date of such
termination.
7.2 In the event of a merger, takeover or amalgamation or change of control
of the Company which results in a termination of the Consultant's services at
any time prior to December 31, 1997, the provisions of paragraph 6.1 will not
apply to such a termination and the Company will pay to the Consultant an amount
equal to 24 months of fees under this Agreement. The Consultant agrees to accept
the termination payment in full satisfaction of any claim it may have against
the Company whether under the terms of this Agreement or otherwise.
7.3 Notwithstanding anything else contained herein, the Company may at any
time terminate the Consultant's services for cause or if the Consultant fails to
perform or comply with any material term or condition of this Agreement. In the
event the Consultant's services are terminated under the provisions of this
paragraph 7.4, or in the event the Consultant gives the Company notice of
termination, no compensation whatever shall be payable to the Consultant after
such termination.
8. REGULATORY APPROVAL
8.1 This Agreement is subject to all necessary regulatory approvals. If such
approvals are not obtained, this Agreement shall terminate and be of no further
force and effect.
- 4 -
5
8.2 The Company agrees to use its reasonable best efforts as to implement the
terms of this Agreement including, but not limited to, obtaining all approvals
from the Company's shareholders to the allocation of stock options to the
Officer as provided for in paragraph 3.2 hereof.
9. General
9.1 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.
9.2 Time is hereby expressly made of the essence of this Agreement with respect
to the performance by the parties of their respective obligations under this
Agreement.
9.3 This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. This Agreement may not be
assigned by either party hereto without the prior express written consent of the
other party.
9.4 This Agreement supersedes all prior agreements entered into between the
parties and constitutes the entire agreement between the parties hereto relating
to the subject matter hereof and may not be amended, waived or discharged except
by an instrument in writing executed by the party against whom enforcement of
such amendment, waiver or discharge is sought and this Agreement supersedes all
prior agreements between the parties.
9.5 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further acts and other
things as may be necessary to implement and carry out the intent of this
Agreement.
9.6 All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand or
mailed by postage prepaid double registered mail addressed as follows:
To the Company:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
Attention: The President
- 5 -
6
To the Consultant:
HODGKINSON EQUITIES CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
Attention: The President
or to such other address as may be given in writing by the Company or the
Consultant and shall be deemed to have been received, if delivered, on the date
of delivery and if mailed as aforesaid at Vancouver, British Columbia then on
the third business day following the posting thereof.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per: /s/ Ronald P. Bourgeois
-----------------------
Authorized Signatory
HODGKINSON EQUITIES CORPORATION
Per: /s/ Robert L Hodgkinson
_______________________
Authorized Signatory
- 6 -
7
CONSULTING AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 1st day of February, 1995.
BETWEEN:
LEUSCHNER INTERNATIONAL RESOURCES LTD.
1200 Bow Valley Square One
202 - 6th Avenue S.W.
Calgary, A.B.
T2P 2R9
William C. Leuschner, President
(hereinafter called the "Consultant")
OF THE FIRST PART
AND:
OPTIMA PETROLEUM CORPORATION, a company incorporated under the laws
of the Province of British Columbia and Alberta having its office at
#600 - 595 Howe Street, Vancouver, British Columbia, V6C 2T5.
(hereinafter called the "Company")
OF THE SECOND PART
THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration it is hereby agreed as follows:
1. The Consultant shall serve the Company in such capacity or capacities as may
from time to time be determined by the management of the Company.
2. The contract of the Consultant hereunder shall commence on February 1, 1995
and continue until terminated as hereinafter provided.
3. The contract of the Consultant hereunder may be terminated in the following
manner in the following circumstances:
(a) at any time by notice in writing from the Company to the Consultant
for cause;
(b) by not less than 30 days notice in writing given by either party to
the other, which notice in writing may be given at any time;
(c) contract subject to review at twelve month intervals.
8
4. Upon any notice being given pursuant to subparagraph 3(a) herein or upon the
expiration of the said period of 30 days referred to in subparagraph 3(b) and
subparagraph 3(c) herein, as the case may be, this Agreement and the contract of
the Consultant hereunder shall be wholly terminated and determined, except
paragraphs 8, 9 and 10 herein, which shall continue in full force and effect.
Upon any such termination, the Consultant shall have no claim against the
Company for damages or otherwise except in respect of payment of remuneration as
provided for in paragraph 6 to the effective date of termination.
5 (a) The Consultant shall devote said time to the Company as required in
order to carry out the duties determined in accordance with
paragraph I herein;
(b) During the continuance of his contract hereunder, the Consultant
shall well and faithfully serve the Company including, without
limiting the generality of the foregoing, the submission to the
Company of all reports and other communications whenever the same
may be required by the Company, and shall use, at all times, his
best efforts to;
6 (a) The remuneration of the Consultant for his services hereunder shall
be at a rate of $150,000 per annum, payable $8,000.00 on a monthly
basis in arrears, plus 1,285 common shares of Optima Petroleum
Corporation on a monthly basis in arrears, or such other
remuneration as may from time to time be mutually agreed upon in
writing between the Company and the Consultant;
(b) Where stock options comprise a part of the remuneration, such
options should be for a three year term, exercisable at the rate of
one third per year unless otherwise approved by the option
committee.
(c) The Consultant shall be reimbursed for travelling and other
out-of-pocket expenses actually and properly incurred by his in
connection with his duties only with prior approval from the Company
and upon furnishment of statements and vouchers as and when required
by it.
7. The Consultant shall not (either during the continuance of his contract by
the Company or at any time thereafter) disclose the private affairs of the
Company or any secrets of the Company to any person other than to the directors
of the Company or those persons who the Company shall, in writing, approve of
and shall not (either during the continuance of his contract by the Company or
at any time thereafter) use for his own purposes or for any purpose of other
than those of the Company any such information he may acquire in relation to the
Company's business.
9
8. The Consultant agrees that all trade secrets and secret information
(including trade secrets and secret information discovered or developed by the
Consultant or discovered or developed by others and used by or disclosed to the
Consultant) which he may acquire respecting any matters relating to oil and gas
exploration on the Company's properties, during his term of contract hereunder
shall at all times (both during the continuance of his contract by the Company
an at all times thereafter) and for all purposes be held by the Consultant in a
fiduciary capacity and solely for the benefit of the Company and the Consultant
agrees that he will not (either during the continuance of his contract by the
Company or any time thereafter) use for his own purpose any trade secret or
secret information aforesaid or disclose, divulge or communicate orally, in
writing or otherwise to any person or persons any trade secret or secret
information aforesaid, except such information which, by any applicable
securities laws, is required to be publicly disclosed.
9. Any notice in writing required or permitted to be given to the Company or the
Consultant hereunder shall be properly given if delivered to the Consultant
personally or mailed by registered mail, postage prepaid, addressed to the
Consultant at the address set out above. Any such notice mailed as aforesaid
shall be deemed to have been received by and given to the Consultant on the day
following the date of mailing. Either party may at any time give notice in
writing to the other of any change of address of the party giving such notice
and from and after the giving of such notice, the address therein specified
shall be deemed to be the address of such party for the giving of notices
hereunder.
10. Any and all previous agreements, written or oral, between the parties hereto
or on their behalf relating to the contract of the Consultant by the Company are
hereby terminated and cancelled and each of the parties hereto hereby releases
and forever discharges the other party hereto of and from all manner of actions,
causes of action, claims and demands whatsoever under or in respect of any such
agreement.
11. This Agreement shall be deemed to have been made in and shall be construed
in accordance with the laws of the Province of British Columbia and for the
purposes of all legal proceedings, this Agreement shall be deemed to have been
performed in such Province and the courts of such Province shall have
jurisdiction to entertain any action arising under this Agreement; provided
always that nothing herein contained shall prevent the Company from proceeding
at its election against the Consultant in the courts of any other province or
country in which the Consultant resides.
12. It is agreed by and between the parties hereto that this Agreement is
subject to being accepted for filing by the respective regulatory bodies.
10
13. The provisions hereof, where the context permits, shall enure to the benefit
of and be binding upon the heirs, executors, administrators and legal personal
representatives of the Consultant and the successors and assigns of the Company
respectively. When the context so requires or permits, the masculine gender
should be read as if the feminine were expressed.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.
THE CORPORATE SEAL of
LEUSCHNER INTERNATIONAL RESOURCES LTD.
/s/ William C. Leuschner
- ---------------------------------------
William C. Leuschner, President
- ---------------------------------------
THE CORPORATE SEAL of
OPTIMA PETROLEUM CORPORATION was hereunto affixed in the presence of:
/s/ Robert L. Hodgkinson
- ---------------------------------------
Robert L. Hodgkinson, President
11
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 1st day of January, 1996 (the "Effective
Date").
BETWEEN:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Company")
AND:
RONALD P. BOURGEOIS,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
(the "Consultant")
WHEREAS the Company has agreed to hire the Consultant and the Consultant has
agreed to provide his services to the Company on the terms and conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements herein contained, the parties hereto agree (the
"Agreement") as follows:
1. RETAINER
1.1 The Company hereby retains the services of the Consultant to provide to the
Company, the services normally expected of a secretary and chief financial
officer (the "services"), and the Consultant hereby agrees to provide such
services to the Company upon the terms and conditions contained in this
Agreement.
2. DURATION OF SERVICE
2.1 Subject to termination as provided for in section 7, this Agreement shall be
for an initial term of 24 months commencing on the Effective Date. Provided that
this Agreement has not been terminated by either party pursuant to section 7,
the Company may renew this Agreement for further one year terms by providing to
the Consultant written notice of same at least 30 days prior to the expiration
of the current term or the renewal term, as the case may be.
12
3. REMUNERATION
3.1 The Consultant shall be paid a monthly fee per month payable for each
calendar month on the last business day of such month consisting of:
(a) $8,000; and
(b) subject to all necessary regulatory approvals, 500 shares of the
Company issued at a deemed price of $3.63 per share.
3.2 The Company will pay the monthly fee for maintaining a disability insurance
policy for the Consultant which provides coverage for the Consultant of $6,000
per month pursuant to the terms of policy.
3.3 Subject to all necessary regulatory approvals, the Consultant shall be
entitled to:
(a) the grant of 150,000 stock options pursuant the Company's stock
option plan, such stock options to have the following terms:
(i) they will be non-transferable and have a term of three years
commencing from the date regulatory approval is obtained;
(ii) they will be exercisable at the lowest price permitted by the
applicable regulatory authorities;
(iii) they will otherwise be subject to the terms and conditions
normally required by the applicable regulatory authorities in
order to secure regulatory approval.
3.4 The Consultant shall be reimbursed for all reasonable travelling and other
out-of-pocket expenses actually and properly incurred by him in connection with
his duties hereunder provided that the Consultant first furnishes statements and
vouchers for all such expenses to the Company. Individual expense items in
excess of $12,500 must be pre-approved by the Company.
3.5 At the request of the Board, the Consultant shall devote a specified portion
of his time to an affiliated company of the Company, in which case the
remuneration payable pursuant to this section 3 will be apportioned between and
be payable by the Company and the affiliated company.
- 2 -
13
3.6 The Consultant shall be eligible for a bonus of $5,000, payable in cash or
an equivalent paid holiday as agreed to by the Company and the Consultant, upon
the successful completion of the sale of the Company's Elm Grove assets.
4. DUTIES OF CONSULTANT
4.1 The Consultant shall have, subject always to the general or specific
instructions and directions of the board of directors of the Company (the
"Board"), full power and authority to manage the business and affairs of the
Company that would normally be managed by a senior officer having the title and
capacity of the Consultant, except in respect of such matters and duties as by
law must be transacted or performed by the Board.
4.2 The Consultant shall:
(a) conform to all lawful instructions and directions from time to time
given to him by the Board;
(b) devote sufficient time and attention to the business and affairs of
the Company, as would typically be expected of a secretary and chief
financial officer;
(c) well and faithfully serve the Company and use his best efforts to
promote the interests of the Company;
(d) provide to the Company those services normally expected of a
secretary and chief financial officer; and
(e) consent to serve as a director of the Company and, if requested, of
any of the Company's affiliates or subsidiaries.
4.3 Subject to the provisions of the Canada Business Corporations Act, the
bylaws of the Company and provided that the Consultant acted honestly and in
good faith with a view to the best interests of the Company, or, in the case of
a criminal or administrative action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful,
and the directors of the Company shall cause the Company to indemnify the
Consultant and his heirs and personal representatives against all costs,
damages, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him or them and resulting from his
acting as a director and officer of the Company in his normal course of duties.
In addition, should the directors cause the Company to purchase and maintain
insurance for the benefit of any person who is or was serving as a director of
the Company then the directors shall also cause the Company to purchase and
maintain insurance for the benefit of the Consultant against any and all
liability incurred by him as a director and officer of the Company.
- 3 -
14
5. CONFIDENTIALITY
5.1 Unless permitted by resolution of the Directors of the Company (excluding
the Consultant if he is a Director), the Consultant shall not, during the term
of this Agreement or at any time thereafter, use for his own purposes or for any
purposes other than those of the Company any intellectual property or knowledge
or confidential information of any kind whatsoever he may acquire in relation to
the Company's business or the business of its subsidiaries, and such shall be
and remain the property of the Company.
6. NON-COMPETITION
6.1 Subject to paragraph 7.2, the Consultant shall not, without the prior
written consent of the Company, which consent (given by a Director other than
the Consultant), will not be unreasonably withheld during the term of this
Agreement and during the six month period immediately following the termination
of this Agreement, within the area in which the Company operated at the time of
termination (the "Prohibited Area"):
(a) directly or knowingly indirectly engage in or become financially
interested in (otherwise then through an investment in a publicly
traded or private entity in which the Consultant has no other
interest or control), either individually or as a partner,
shareholder, agent, manager, owner, advisor or financial backer of
any person, persons, firm, association, venture, entity or
corporation of any kind whatsoever that carries on the business of
oil and gas exploration, development or production (collectively the
"Prohibited Businesses"); or
(b) divert or attempt to divert any business of the Company or of any of
its subsidiaries, to any other competitive establishment, by direct
or indirect inducement or otherwise.
7. TERMINATION
7.1 Either of the parties hereto may, notwithstanding anything else contained
herein, give to the other three months notice in writing of its intention to
terminate this Agreement and on the expiration of such period this Agreement
shall be wholly terminated. Such three months notice may expire on any day of
the month and any remuneration payable hereunder shall be proportioned to the
date of such termination.
7.2 In the event the Company terminates the Consultant's services pursuant to
paragraph 7.1 at any time prior to December 31, 1997, the provisions of
paragraph 6.1 will not apply to such a termination and the Company will pay to
the Consultant an amount equal to 24 months of fees under this Agreement.
- 4 -
15
7.3 The Consultant agrees to accept the termination payment in full satisfaction
of any claim it may have against the Company whether under the terms of this
Agreement or otherwise.
7.4 Notwithstanding paragraph 7.1 hereof, the Company may at any time terminate
the Consultant's services for cause or if the Consultant fails to perform or
comply with any material term or condition of this Agreement. In the event the
Consultant's services are terminated under the provisions of this paragraph 7.4,
or in the event the Consultant gives the Company notice of termination, no
compensation whatever shall be payable to the Consultant after such termination.
8. REGULATORY APPROVAL
8.1 This Agreement is subject to all necessary regulatory approvals. If such
approvals are not obtained, this Agreement shall terminate and be of no further
force and effect.
8.2 The Company agrees to use its reasonable best efforts as to implement the
terms of this Agreement including, but not limited to, obtaining all approvals
from the Company's shareholders to the allocation of stock options to the
Officer as provided for in paragraph 3.2 hereof.
9. GENERAL
9.1 The headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.
9.2 Time is hereby expressly made of the essence of this Agreement with respect
to the performance by the parties of their respective obligations under this
Agreement.
9.3 This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns. This Agreement may not be
assigned by either party hereto without the prior express written consent of the
other party.
9.4 This Agreement supersedes all prior agreements entered into between the
parties and constitutes the entire agreement between the parties hereto relating
to the subject
- 5 -
16
matter hereof and may not be amended, waived or discharged except by an
instrument in writing executed by the party against whom enforcement of such
amendment, waiver or discharge is sought and this Agreement supersedes all prior
agreements between the parties.
9.5 Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and do such further acts and other
things as may be necessary to implement and carry out the intent of this
Agreement.
9.6 All notices, requests, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered by hand or
mailed by postage prepaid double registered mail addressed as follows:
To the Company:
OPTIMA PETROLEUM CORPORATION,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
Attention: The President
To the Consultant:
RONALD P. BOURGEOIS,
Suite 600 - 595 Howe Street,
Vancouver, British Columbia,
V6C 2T5;
or to such other address as may be given in writing by the Company or the
Consultant and shall be deemed to have been received, if delivered, on the date
of delivery and if mailed as
- 6 -
17
aforesaid at Vancouver, British Columbia then on the third business day
following the posting thereof.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
OPTIMA PETROLEUM CORPORATION
Per:
/s/ Robert L. Hodgkinson
------------------------
Authorized Signatory
SIGNED, SEALED AND DELIVERED )
by RONALD P. BOURGEOIS )
in the presence of: )
)
/s/ Michael Wilhelm ) /s/ RONALD P. BOURGEOIS
- ----------------------------------- ) -------------------------
Signature of Witness ) RONALD P. BOURGEOIS
)
Name: Michael Wilhelm )
----------------------------- )
Address: 3329 W. 3rd Ave. )
-------------------------- )
Vancouver, B.C. )
- ----------------------------------- )
Occupation: Comptroller )
----------------------- )
- 7 -