EXHIBIT B
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AGREEMENT made as of the ____ day of August, 1997 between Isramco, Inc.,
with offices at 575 Madison Avenue, New York, New York 10022 (the "Company") and
Romulas Investment Ltd., with offices at Spaarneweg 14, 2142 En Cruquius-Holland
("Consultant").
WHEREAS, the Company is presently actively engaged in the business of oil
and gas exploration; and
WHEREAS, the Company desires to receive the benefits of Consultant's
knowledge, experience and ability and to retain the services of Consultant and
Consultant desires to perform services for the Company hereinafter under the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, Consultant and the Company hereby agree as follows:
1. Consulting Services. The Company hereby engages Consultant and
Consultant hereby agrees to make Daniel Avner available to render at the request
of the Company, certain independent advisory and consulting services to the best
of his ability in compliance with all applicable laws, the Company's Articles of
Incorporation and By-laws and under the terms and conditions hereof. Services
rendered by Consultant hereunder may be made via telephone and via
correspondence. It is understood that the services rendered shall be upon the
request of the Company and shall be rendered at such time, in such manner and at
such places as shall be reasonably convenient and consistent with Consultant's
other business and personal commitments.
2. Compensation. In consideration of Consultant's promise to perform the
services for the Company as provided for in Section 1 hereof and as an
inducement to enter into this Agreement, the Company shall pay to Consultant a
consulting fee of Seven Thousand Five Hundred ($7,500) Dollars per month. All
monthly payments shall be paid on or before the tenth (10th) day of each month
with the first payment due August 10, 1997 and the first and last monthly
payment shall be for a partial month then the payment due shall be prorated on a
per diem basis.
3. Expenses. (a) Consultant shall be reimbursed for all reasonable business
expenses incurred by him during the Consulting Term (as hereinafter defined) in
the performance of his services hereunder in compliance with the existing
policies of the Company relating to reimbursement of such expenses. Consultant
shall submit sufficient documentation of expenditures to the Company. If the
Company has a Company automobile and a Company furnished apartment in Houston,
that the Company will make said Company automobile and said Company furnished
apartment available for the use of Consultant.
(b) The Company shall reimburse Consultant for healthcare insurance
premiums for Daniel Avner, not to exceed Three Hundred ($300.00) Dollars per
month.
4. Independent Contractor. It is expressed, understood and agreed that
Consultant is acting as an independent contractor in performing his services
hereunder. The Company shall carry no workmen's compensation insurance or any
accident insurance to cover Consultant. The Company shall not pay any
contribution to social security, employment insurance, federal and state
withholding taxes.
5. Term. This Agreement shall be in full force and effect for the period
commencing July 28, 1997 and continuing up to and July 31, 1998 (the "Consulting
Term").
6. Death and Disability. The compensation payable pursuant to the terms of
Section 2 hereof shall cease and shall terminate if Daniel Avner shall be unable
to perform services by reason of illness or incapacity which exceeds thirty (30)
consecutive days or upon the death of Daniel Avner.
7. Termination Payment. This Agreement may be terminated by the Company on
ninety (90) days' written notice and may be terminated by Consultant on thirty
(30) days' written notice. In the event Consultant's relationship is terminated
by the Company, Consultant shall not be entitled to receive a severance payment.
8. Severability. With respect to any provision of this Agreement finally
determined by a court of competent jurisdiction to be unenforceable, Consultant
and the Company hereby agree that such court shall have jurisdiction to reform
such provision so that it is enforceable to the maximum extent permitted by law,
and the parties agree to abide by such court's determination. In the event that
any provision of this Agreement cannot be reformed, such provision shall be
deemed to be severed from this Agreement, but every other provision of this
Agreement shall remain in full force and effect.
9. Binding Effect; Assignment. The terms and provisions of this Agreement
shall be binding on and inure to the benefit of Consultant, the Company and
their respective heirs, executors, administrators, legal representatives,
successors and assigns. This Agreement shall require the personal services of
Consultant and consequently, Consultant may not assign, pledge or encumber in
any way all or part of his obligations under this Agreement without the prior
written consent of the Company. The Company may assign its rights and
obligations hereunder without the consent of Consultant. Notwithstanding the
foregoing, the Company shall continue to act as a guarantor of its obligations
hereunder.
10. No Modification. No agreement, modification, or waiver or any provision
of this Agreement, nor consent to any departure therefrom shall be effective
unless the same shall be in writing and signed by the parties hereto.
11. Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the Netherlands.
12. Notices. All notices, consents, demands, requests, approvals and other
communications which are required or may be given hereunder shall be in writing
and be deemed to have been given, delivered or mailed, registered or certified,
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first class postage prepaid and/or telefax as follows:
If to Consultant:
Romulas Investment Ltd.
Attention: Mr. Daniel Avner
Spaarneweg 14
2142 En Cruquius-Holland
If to Company:
Isramco, Inc.
Attention: Mr. Haim Tsuff
575 Madison Avenue
New York, New York 10022
13. Captions. The Section headings of this Agreement are included for
convenience only and shall not constitute a part of this Agreement in construing
or interpreting any provision hereof.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this instrument as of the day and year first above written.
Isramco, Inc.
By: /s/ Haim Tsuff
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Haim Tsuff, Chairman
Romulas Investment Ltd.
By: /s/ Daniel Avner
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Daniel Avner
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