Isramco Inc – ‘8-K’ for 9/15/97 – EX-2

As of:  Monday, 9/15/97   ·   For:  9/15/97   ·   Accession #:  1000096-97-670   ·   File #:  0-12500

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4     13K 
 2: EX-1        Exhibit A                                              5     16K 
 3: EX-2        Exhibit B                                              3     16K 

EX-2   —   Exhibit B

EX-2
1st Page of 3
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
EXHIBIT B                                                                       
---------                                                                       

     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.                                                                          

EX-2
2nd Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 2nd
     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,

 - 2 -

EX-2
Last Page of 3
TOC
1st
Previous
Next
↓Bottom
Just 3rd
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
                                   ---------------------------------------------
                        Haim Tsuff, Chairman

       Romulas Investment Ltd.

      By:  /s/  Daniel Avner
                                   ---------------------------------------------
                Daniel Avner

 - 3 -

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		7/31/98		2					None on these Dates
Filed on / For Period End:		9/15/97
		8/10/97		1
		7/28/97		2
									List all Filings