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applications for patents, domestic and foreign, assignments and other papers
and rights related to any and all of the inventions, improvements, or
discoveries assignable to the Company and to perform all acts necessary or
desirable to make this Agreement effective as to the provisions set forth in
this Section 6. The Consultant acknowledges that all applications for patents,
both domestic and foreign, on the inventions, improvements, or discoveries
assignable to the Company shall be filed and prosecuted by an attorney selected
by the Company and at the expense of the Company. The Consultant acknowledges
that the Company would be irreparably injured by a violation of this Section 6
and that the Company would have no adequate remedy at law in the event of such
violation. Therefore, the Consultant acknowledges and agrees that injunctive
relief, specific performance or any other appropriate equitable remedy are
appropriate remedies to enforce compliance by the Company with this Section 6.

          7. Confidential Information. The Consultant agrees that he will not,
except as permitted by the Company in writing, in any manner, at any time,
directly or indirectly, disclose to non-affiliates of the Company any
Confidential Information. As used in this Agreement, the term "Confidential
Information" means any and all information concerning the Business, the
Company, or any affiliate, or that is disclosed to the Consultant or known by or
acquired by the Consultant as a consequence of or through his performance of
services for the Company; or any affiliate, or that was acquired during his
performance of services for the Company or an affiliate thereof, that is not
known in the oil and gas or the oil and gas services industries, or to the
general public. The Consultant shall, at the end of the Term of Services or any
Renewal Term, promptly return or deliver to the Company all tangible forms of
Confidential Information in his possession.

          8. Income Tax Withholding. The Company may, but shall not be required
to, withhold from any amounts payable under this Agreement all federal, state,
city or other taxes that shall be required pursuant to any law or governmental
regulation or ruling ("Taxes"). Where the Company chooses not to withhold Taxes,
the Consultant shall pay all Taxes directly and shall hold the Company
harmless from any and all liability arising as a result of any failure to do so.

          9. Indemnification. To the extent permissible under the Company's By-
laws, the Company shall indemnify the Consultant and hold him harmless for all
acts or decisions made by him in good faith while performing services for the
Company. The Company shall pay all expenses including attorneys' fees, actually
and necessarily incurred by the Consultant in connection with the defense of
such act, suit or proceeding and in connection with any related appeal including
the costs of court settlements.

          10. Assignability; Attachment and Effect. Neither this Agreement nor
any right or interest hereunder shall be assignable by the Consultant, his
beneficiaries, or legal representatives without the prior written consent of the
Company; provided, however, that this Agreement shall not preclude (i) the
Consultant from designating a beneficiary to receive any amount payable
hereunder or upon his death, or (ii) the executors,

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