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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the month of June, 1996
ISRAMCO, INC.
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(Exact name of registrant as specified in charter)
Delaware
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(State of Incorporation)
800 Fifth Avenue, New York, New York 10021 Suite 21-D
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(Address of principal executive offices)
212-888-0200
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(Telephone number)
0-12500 13-3145265
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Commission File No. IRS Employer ID No.
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Item 5. Other Material Events
A. At a Special Meeting of the Board of Directors held June 23,
1996, the following occurred:
1. The Company entered into a two (2) year Consulting
Agreement with a company which employs Haim Tsuff, Chairman of the Board,
providing for an annual compensation of $144,000, payable in monthly
payments of $12,000. The entire agreement is attached hereto as Exhibit
A.
2. Pursuant to a Termination Agreement entered into between
the Company and Mr. Danny Toledano (the "Termination Agreement"):
(a) Mr. Danny Toledano resigned as the President and Chief
Operating Officer of Isramco, Inc. (the "Company") and from all
positions which he held with any subsidiaries of the Company;
(b) the Company terminated its October 1995 Employment
Agreement with Mr. Danny Toledano and paid to Mr. Danny Toledano the
sum of $72,000;
(c) Mr. Danny Toledano also entered into a Non-Compete
Agreement with the Company for a term of five (5) years. The Company
paid to Mr. Toledano the sum of $200,000 in consideration of his
covenant not to compete as set forth in the Non-Compete Agreement;
and,
(d) The Company also entered into a Consulting Agreement with a
company owned by Mr. Toledano for a term of one (1) year and paid the
sum of $72,000 as an advance consulting payment.
The terms and conditions of these agreements are fully set forth in
Exhibit B, Exhibit C, and, Exhibit D, respectively attached hereto.
Item 7. Exhibits
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Exhibit A - Consulting Agreement for Zenith Holding Ltd.;
Exhibit B - Termination Agreement for Danny Toledano;
Exhibit C - Non-Compete Agreement for Danny Toledano;
Exhibit D - Consulting Agreement for Natural Resources Exploration
Services B.V.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Isramco, Inc.
(registrant)
July 2, 1996 By: /s/ Haim Tsuff
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(date) Haim Tsuff
Chairman of the Board
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit A - Consulting Agreement for Zenith Holding Ltd.;
Exhibit B - Termination Agreement for Danny Toledano;
Exhibit C - Non-Compete Agreement for Danny Toledano;
Exhibit D - Consulting Agreement for Natural Resources Exploration
Services B.V.
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EXHIBIT A
AGREEMENT made this ____ day of May, 1996 between Isramco, Inc., with
offices at 800 Fifth Avenue, Suite 21-D, New York, New York 10021 (the
"Company") and Zenith Holding Ltd., with offices at 3715 Sun Hung Kai Centre,
3Q, Harbour Road, Wanchai, Hong Kong ("Consultant").
WHEREAS, Consultant is in the business of providing management
personnel to advise businesses relating to their operations and investments
outside of the United States and in European countries and maintains executive
and operating personnel for this purpose; and
WHEREAS, Haim Tsuff is an employee of Consultant; and
WHEREAS, the Company is desirous of retaining the services of
Consultant to assist the Company in performing consulting functions on an as
needed basis and Consultant has agreed to make the services of Haim Tsuff
available for this purpose.
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 itself available to render at the request
of the Company, certain independent advisory and consulting services to the
best of its 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
or a company owned by Consultant, an annual consulting fee of One Hundred
Forty-Four Thousand ($144,000) Dollars payable in installments of Twelve
Thousand ($12,000) Dollars per month. All monthly payments shall be paid on or
before the tenth (10th) day of each month with the first payment due June 1,
1996.
3. Expenses. Consultant shall be reimbursed for all reasonable
business expenses incurred by it during the Consulting Term (as hereinafter
defined) in the performance of its services hereunder in compliance with the
existing policies of the Company relating to reimbursement of such expenses.
Consultant is required to submit sufficient documentation of expenditures.
4. Independent Contractor. It is expressed, understood and
agreed that Consultant is acting as an independent contractor in performing its
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.
<PAGE> 2
5. Term. This Agreement shall be in full force and effect for
the period commencing June 1, 1996 and continuing up to and through May 31,
1998 (the "Consulting Term").
6. Death and Disability. If Consultant during the term of this
Agreement is unable to perform services by reason of illness or incapacity, the
compensation to Consultant shall nevertheless continue at its present rate for
the duration of the Consulting Term. If Consultant dies during the term of
this Agreement, the compensation payable pursuant to Section 2 hereof shall
continue for a period of one (1) year from Consultant's death.
7. Termination Payment. In the event Consultant's relationship
is terminated by the Company, Consultant shall be entitled to receive a
severance payment in one lump sum equal to the balance of the unpaid consulting
fee due to Consultant for the remaining term of this Agreement simultaneously
with its termination. Notwithstanding the foregoing, this Agreement may be
terminated at will by Consultant upon thirty (30) days' prior written notice to
the Company. In such event, the termination payment provided for in Section 7
hereof shall not be applicable and Consultant shall only be entitled to one (1)
additional month of compensation after notice of termination.
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 its 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 State of New York.
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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, first class postage prepaid and/or telefax as follows:
If to Consultant:
Zenith Holding Ltd.
3715 Sun Hung Kai Centre
3Q, Harbour Road
Wanchai, Hong Kong
Attention: Mr. Haim Tsuff
If to Company:
Isramco, Inc.
Isramco - Israel Branch
Shavit House
4 Raoul Wallenberg Street
Tel Aviv 69174 Israel
With a copy to:
David Malkin, Esq.
460 Park 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:
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Zenith Holding Ltd.
By:
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EXHIBIT B
TERMINATION AGREEMENT
AGREEMENT made as of the 23rd day of June, 1996 by and between
Isramco, Inc., a Delaware corporation with offices at 800 Fifth Avenue, Suite
21-D, New York, New York 10021 (the "Company") and Danny Toledano, residing at
Klaphek 10, Huizen, Holland.
WHEREAS, the largest shareholder of the Company, Jerusalem Oil
Exploration Ltd. ("JOEL") has inquired as to whether Danny Toledano would
render his resignation as President, Chief Operating Officer of the Company and
as officer of any of the Company's subsidiaries; and
WHEREAS, the Company in October 1995 entered into an Employment
Agreement with Danny Toledano (the "Employment Agreement") which provides for
the payment of an annual salary One Hundred Forty-Four Thousand ($144,000)
Dollars per annum, payable in installments of Twelve Thousand ($12,000) Dollars
per month and further provides that upon severance of Danny Toledano's
employment relationship by the Company, Danny Toledano shall be entitled to
receive a severance payment of one lump sum equal to the balance of the unpaid
salary due through the remaining term of the Employment Agreement; and
WHEREAS, the Employment Agreement pursuant to its terms expires on
October 15, 1996.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto agree as follows:
1. The Company hereby terminates the Employment Agreement with
Danny Toledano in consideration for immediately paying to Danny Toledano the
sum of Seventy-Two Thousand ($72,000) Dollars.
2. (a) In consideration for Danny Toledano entering into
this Agreement, the Company hereby releases and discharges Danny Toledano, his
heirs, executors, administrators, successors and assigns from all actions,
causes of actions, suits, debts, dues, sums of money, accounts, covenants,
contracts, controversies, agreements, promises, damages, claims and demands
whatsoever, in law or equity, which against Danny Toledano, the Company ever
had, now has or hereinafter can, shall or may have for, upon or by reason of
any matter, cause or thing whatsoever from the beginning of the world to the
day of the date of this release, specifically excluding the rights and
obligations of the parties under this
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Termination Agreement and under a certain Non-Compete Agreement and Consulting
Agreement executed by the parties this date.
(b) In consideration for the Company entering into this
Agreement, Danny Toledano hereby releases and discharges the Company, its
successors and assigns from all actions, causes of actions, suits, debts, dues,
sums of money, accounts, covenants, contracts, controversies, agreements,
promises, damages, claims and demands whatsoever, in law or equity, which
against the Company, Danny Toledano ever had, now has or hereinafter can, shall
or may have for, upon or by reason of any matter, cause or thing whatsoever
from the beginning of the world to the day of the date of this release,
specifically excluding the rights and obligations of the parties under this
Termination Agreement, a certain Non-Compete Agreement and Consulting Agreement
executed by the parties this date, and the rights of the parties under the
Indemnity Agreement referred to in Paragraph 4 hereunder and the rights
provided to the officers and directors under the Company's Certificate of
Incorporation, By-laws or by statute.
3. Danny Toledano's resignation as President and Chief Operating
Officer of the Company and as an officer of any of the Company's subsidiaries
shall be effective upon the receipt by Danny Toledano of Seventy-Two Thousand
($72,000) Dollars as set forth in Paragraph 1. These funds shall be delivered
by wire transfer pursuant to the written instructions of Danny Toledano.
4. The Company covenants and agrees that the Indemnity Agreement
entered into the 8th day of October, 1992 between and among the Company,
Isramco Oil and Gas Ltd. and Danny Toledano shall continue to remain in full
force and effect.
5. The Company by executing this Agreement hereby represents and
warrants to Danny Toledano that this Agreement has been duly authorized,
executed and delivered by the Company and is a legal, valid and binding
agreement of the Company enforceable against the Company in accordance with its
terms, except as to the extent that enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws or court decisions now or
hereinafter in effect relating to or affecting creditors' rights and remedies
generally and to the general principles of equity.
6. Danny Toledano by executing this Agreement represents that
this Agreement has been duly executed and delivered by him to the Company and
is a legal, valid and binding agreement, enforceable against him in accordance
with its terms except as to the extent that enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws or court
decisions now or hereinafter in effect relating to or affecting creditors'
rights and remedies generally and to the general principles of equity.
7. The Company agrees to use its best efforts to maintain on
behalf of the Company, its officers and directors its current or similar
Officers and Directors Indemnity Insurance coverage for a period of five (5)
years from the date hereof.
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8. The public announcement relating to this Agreement and the
transactions contemplated hereby shall be made jointly by the parties hereto.
9. Any notices under or relating to this Agreement shall be given
in writing and shall be deemed sufficiently given and served for all purposes
when delivered by hand; or three (3) days after a writing is consigned to a
commercial carrier; and ten (10) days after a writing is deposited in the mail,
by certified mail with postage and other charges prepaid addressed as follows:
To: Isramco, Inc.
Isramco - Israel Branch
Shavit House
4 Raoul Wallenberg Street
Tel Aviv 69174 Israel
With copies to: Law Offices of David Malkin, P.C.
460 Park Avenue
21st Floor
New York, New York 10022
To: Danny Toledano
Klaphek 10
Huizen, Holland
or to such other address as provided in writing to the other party.
10. (a) This Agreement shall be governed by, construed,
interpreted and enforced in accordance with the laws of the State of New York
without regard to its conflicts of law or rules and the parties hereby agree to
submit their person to the jurisdiction of the federal and state courts located
in the County and State of New York.
(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one agreement.
(c) This Agreement supersedes any and all prior
agreements or understandings, written or oral between the parties relating to
the termination and resignation of Danny Toledano as an officer of the Company
and incorporates the entire understanding of the parties with respect thereto.
(d) This Agreement may amended, modified or supplemented
only by a written instrument signed by all of the parties and no wavier of any
provision shall be effective unless in writing and signed by the party to be
charged.
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(e) Danny Toledano shall execute documents, if requested
by a bank or brokerage firm servicing the Company to remove his name as an
authorized signatory.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement as of the day and year first above written.
Isramco, Inc.
By:
------------------------------
----------------------------------
Danny Toledano
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EXHIBIT C
NON-COMPETE AGREEMENT
AGREEMENT made as of the 23rd day of June, 1996 by and between
Isramco, Inc., a Delaware corporation with offices at 800 Fifth Avenue, Suite
21-D, New York, New York 10021 (the "Company") and Danny Toledano, residing
Klaphek 10, Huizen, Holland.
WHEREAS, the largest shareholder of the Company, Jerusalem Oil
Exploration Ltd. ("JOEL") has inquired as to whether Danny Toledano would
render his resignation as President and Chief Operating Officer of the Company;
and
WHEREAS, upon the termination of Danny Toledano as an officer of the
Company, the Company is desirous that Danny Toledano agree that he will not
compete in Israel with the Company for the exploration of oil and gas.
NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto agree as follows:
1. (a) Danny Toledano hereby covenants and agrees that for a
term of five (5) years from the date hereof, Danny Toledano will not directly
or indirectly either on behalf of himself or on behalf of any business venture,
as an employee, agent, broker, consultant, partner, principal, stockholder,
officer or otherwise compete with the Company in connection with the
exploration for oil and gas in the State of Israel or territorial waters
offshore Israel or territories currently under the control of the State of
Israel.
(b) Danny Toledano shall not directly or indirectly
acquire or assist any third party in acquiring any securities of the Company.
(c) Danny Toledano will not stand for election as an
officer of the Company or directly or indirectly solicit the vote of any
shareholder of the Company in connection with Company business.
(d) In the event of a breach by Danny Toledano of the
above covenants, the Company shall be entitled to pursue any available remedy
at law or equity and in the event that any such remedy is inadequate, the
Company shall be entitled, in addition to any of its available legal remedies
to an injunction restraining such breach.
(e) In consideration for the covenant set forth in
Paragraph 1 hereof, the Company shall immediately to pay to Danny Toledano the
sum of Two Hundred Thousand ($200,000) Dollars.
This restrictive covenant is specifically limited as provided for
herein and shall not be applicable in any other regard.
<PAGE> 2
2. The Company by executing this Agreement hereby represents and
warrants to Danny Toledano that this Agreement has been duly authorized,
executed and delivered by the Company and is a legal, valid and binding
agreement of the Company enforceable against the Company in accordance with its
terms, except as to the extent that enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws or court decisions now or
hereinafter in effect relating to or affecting creditors' rights and remedies
generally and to the general principles of equity.
3. Danny Toledano by executing this Agreement represents that
this Agreement has been duly executed and delivered by him to the Company and
is a legal, valid and binding agreement, enforceable against him in accordance
with its terms except as to the extent that enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws or court
decisions now or hereinafter in effect relating to or affecting creditors'
rights and remedies generally and to the general principles of equity.
4. Any notices under or relating to this Agreement shall be given
in writing and shall be deemed sufficiently given and served for all purposes
when delivered by hand; or three (3) days after a writing is consigned to a
commercial carrier; and ten (10) days after a writing is deposited in the mail,
by certified mail with postage and other charges prepaid addressed as follows:
To: Isramco, Inc.
Isramco - Israel Branch
Shavit House
4 Raoul Wallenberg Street
Tel Aviv 69174 Israel
With copies to: Law Offices of David Malkin, P.C.
460 Park Avenue
21st Floor
New York, New York 10022
To: Danny Toledano
Klaphek 10
Huizen, Holland
or to such other address as provided in writing to the other party.
5. (a) This Agreement shall be governed by, construed,
interpreted and enforced in accordance with the laws of the State of New York
without regard to its conflicts of law or rules and the parties hereby agree to
submit their person to the jurisdiction of the federal and state courts located
in the County and State of New York.
(b) This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which shall
constitute one agreement.
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(c) This Agreement supersedes any and all prior
agreements or understandings, written or oral between the parties relating to
the termination and resignation of Danny Toledano as an officer of the Company
and incorporates the entire understanding of the parties with respect thereto.
(d) This Agreement may amended, modified or supplemented
only by a written instrument signed by all of the parties and no wavier of any
provision shall be effective unless in writing and signed by the party to be
charged.
(e) Danny Toledano shall execute documents, if requested
by a bank or brokerage firm servicing the Company to remove his name as an
authorized signatory.
IN WITNESS WHEREOF, the parties hereto have executed or caused to be
executed this Agreement as of the day and year first above written.
Isramco, Inc.
By:
------------------------------
----------------------------------
Danny Toledano
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EXHIBIT D
CONSULTING AGREEMENT
AGREEMENT made this 23rd day of June, 1996 between Isramco, Inc., with
offices at 800 Fifth Avenue, Suite 21-D, New York, New York 10021 (the
"Company") and Natural Resources Exploration Services B.V., with offices at
Amsteldyk 166, 1079 LH Amsterdam ("Consultant").
WHEREAS, the Company is presently actively engaged in the business of
oil and gas exploration in Israel; and
WHEREAS, Consultant is in the business of providing management
personnel to advise businesses relating to their operations and investments
outside of the United States and in European countries and maintains executive
and operating personnel for this purpose; and
WHEREAS, Danny Toledano is an employee of Consultant; and
WHEREAS, the Company is desirous of retaining the services of
Consultant to assist the Company in performing consulting functions on an as
needed basis and Consultant has agreed to make the services of Danny Toledano
available for this purpose.
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 himself available to render at the request
of the Company solely outside of the United States, certain independent
advisory and consulting services to the best of its 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
an annual consulting fee of Seventy-Two Thousand ($72,000) Dollars payable in
full on the execution date hereof.
<PAGE> 2
3. Expenses. Consultant shall be reimbursed for all reasonable
business expenses incurred by it in connection with the business activities of
the Company, during the Consulting Term (as hereinafter defined) in the
performance of its services hereunder in compliance with the existing policies
of the Company relating to reimbursement of such expenses provided, however,
that Consultant shall not expend or incur any one expense in excess of Two
Hundred Fifty ($250) Dollars without the Company's prior approval. Consultant
is required to submit sufficient documentation of expenditures to the Company.
4. Independent Contractor. It is expressed, understood and
agreed that Consultant is acting as an independent contractor in performing its
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 from
the date hereof and continuing up to and through June 23, 1997 (the "Consulting
Term").
6. Confidentiality/Disclosure of Information. Consultant shall
not disclose or appropriate to its own use, or to the use of any third party,
at any time prior to, during or subsequent to the Consulting Term, any secret
or confidential information of the Company or any of the Company's affiliates
or subsidiaries of which Consultant becomes informed during such period or
during its prior employment by the Company, whether or not developed by
Consultant, except such information that is at the time (a) generally known to
the public, (b) comes to Consultant independently of its relationship with the
Company or (c) information the disclosure of which would have no material
adverse impact on the Company. The Company shall have the right to obtain
injunctive relief for violation of the terms of this Paragraph 6, and the terms
of this Paragraph shall survive the Consulting Term.
7. 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.
8. Corporate Authority. The Company by executing this Agreement
hereby represents and warrants to Natural Resources Exploration Services B.V.
that this Agreement has been duly authorized, executed and delivered by the
Company and is a legal, valid and binding agreement of the Company enforceable
against the Company in
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<PAGE> 3
accordance with its terms, except as to the extent that enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium and other laws or
court decisions now or hereinafter in effect relating to or affecting
creditors' rights and remedies generally and to the general principles of
equity.
9. Authority. Natural Resources Exploration Services B.V. by
executing this Agreement represents that this Agreement has been duly executed
and delivered by it to the Company and is a legal, valid and binding agreement,
enforceable against it in accordance with its terms except as to the extent
that enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium and other laws or court decisions now or hereinafter in effect
relating to or affecting creditors' rights and remedies generally and to the
general principles of equity.
10. 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 its obligations under this
Agreement without the prior written consent of the Company.
11. 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.
12. Governing Law. This Agreement shall be governed and construed
in accordance with the laws of the State of New York.
13. 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, first class postage prepaid and/or telefax as follows:
If to Consultant:
Natural Resources Exploration Services B.V.
Amsteldyk 166
1079 LH Amsterdam
Attention: Mr. Danny Toledano
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<PAGE> 4
If to Company:
Isramco, Inc.
Isramco - Israel Branch
Shavit House
4 Raoul Wallenberg Street
Tel Aviv 69174 Israel
With copies to:
Law Offices of David Malkin, P.C.
460 Park Avenue
21st Floor
New York, New York 10022
14. 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:
----------------------------------------
Natural Resources Exploration Services B.V.
By:
----------------------------------------
Danny Toledano
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