EXHIBIT 10.1
AGREEMENT
This Agreement made and entered into this 12th day of July, 2004 by and
between Lexington Oil & Gas Ltd., Co., an Oklahoma LLC corporation, hereinafter
referred to as LOG and Lexington Resources, Inc. a publicly traded incorporate
company in the State of Nevada hereinafter referred to as LRI and Douglas E.
Humphreys, hereinafter referred to as DH.
Whereas LOG is a legal corporation within the state of Oklahoma primarily
functioning as an oil and gas exploration and development corporation.
Whereas DH is an experienced oil and gas professional with more than 25
years in the oil and gas business putting together business deals and overseeing
actual drilling operations and the completion and management of wells.
Whereas LOG needs the assistance of a seasoned oil and gas professional and
DH is willing to help LOG in the management and growth of its assets.
NOW THEREFORE, for and in consideration of the mutual covenants hereinafter
set forth, the parties hereto agree as follows:
1. That the hereinabove mentioned recitals shall be considered as part of
the covenants of this Agreement.
2. That DH will continue to assist LOG in its efforts to acquire and its
lawful interest in all properties and projects undertaken by LOG. In
addition, DH will oversee the drilling operations of all wells to
which LOG is named as the operator and, if applicable, any completion
and daily operations management of the producing wells. Included in
such oversight shall be producing and filing all the necessary
paperwork with all applicable governmental oversight agencies.
3. That LOG has acquired and continues to acquire additional oil and gas
leases and/or producing wells to which DH will assist in the timely
development, either through turning the deals for a profit or
assisting in the drilling exploration for oil and gas or enhancement
and management of the producing wells.
4. That DH is given the authority to sign all necessary paperwork to
accomplish the goals of the covenants. However, no expenditures or
encumbrances are permitted without the express authorization of a
corporate officer of LOG.
5. That DH shall be compensated for such services pursuant to the
following terms:
a.) Monthly compensation will be $7,500 per month plus reasonable
expenses to carry out his duties effective April 1, 2004.
b.) DH will be granted a 10% (ten percent) carried working interest
in all wells drilled Lexington Oil & Gas Ltd. Co., and further,
will have the right to purchase an additional 5% (five percent)
working interest in all wells drilled by Lexington Oil & Gas Ltd.
Co. Funds for this participation are to be paid prior to the
commencement of drilling said wells.
c.) In addition, to options currently held by DH in Lexington
Resources, Inc. (50,000 options at $0.50 per share), a further
200,000 options will be granted at $3.00 per share.
6. That this agreement shall be in force and effect until terminated by
ninety days written notice by either party for any reason.
In witness whereof, the parties have hereunto set their hands this 12th
day of July, 2004.
LEXINGTON OIL & GAS LTD., CO. DOUGLAS E. HUMPHREYS
/s/ /s/
____________________________________ ____________________________________
President - Vaughn Barbon Douglas E. Humphreys
LEXINGTON RESOUCES, INC.
/s/ GRANT ATKINS
____________________________________
President - Grant Atkins
ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss
COUNTY OF HUGHES )
Before me, the undersigned, a Notary Public, in and for said County and State on
this ____ day of July, 2004, personally appeared _____________________, to me
known to be the identical person who subscribed the name of the maker thereof to
the foregoing instrument in the capacity set forth and acknowledged to me that
he executed the same as his free and voluntary act and deed and as the free and
voluntary act and deed of such corporation, for the uses and purposes therein
set forth.
Given under my hand and seal of office the day and year last above written.
_________________________________
Notary Public Comm #
My Commission Expires:
ACKNOWLEDGMENT
STATE OF OKLAHOMA )
) ss
COUNTY OF HUGHES )
Before me, the undersigned, a Notary Public, in and for said County and State on
this _____ day of July, 2004, personally appeared DOUGLAS E. HUMPHREYS, to me
known to be the identical person who subscribed the name of the maker thereof to
the foregoing instrument and acknowledged to me that he executed the same as his
free and voluntary act and deed.
Given under my hand and seal of office the day and year last above written.
_________________________________
Notary Public Comm #
My Commission Expires: