UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

November 15, 2012

 

RANGEFORD RESOURCES, INC.

(Exact name of registrant as specified in its charter)


 

 

 

Nevada

000-54306

77-116182

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


 

 

5215 N. O’Connor Boulevard, Suite 1820, Irving, TX                                      75039

(Address of principal executive offices)

(Zip Code)


 

 

Registrant's telephone number, including area code

(970) 218-7080


 

 

(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



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Item 1.01

 

Entry Into a Material Definitive Agreement

On December 5, 2012, Rangeford Resources, Inc. s (the Company”) Board of Directors approved an amendment to the Consulting Agreement between the Company and Fidare Consulting Group, LLC (“Fidare”), whereby Fidare agreed to provide certain consulting services in return $20,000 in cash per month, plus expenses, and warrants to purchase 20,000 shares of the Company’s common stock per month, with the exercise price of the warrants being equal to the price of the Company’s common stock at the close on the last business day of the month.

This brief description of the Amended Consulting Agreement is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Amended Consulting Agreement as attached to this Current Report on Form 8-K as Exhibit 10.1 .

 

 

 

Item 5.02

 

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Officer/Director & Termination of Contracts

On December 3, 2012, Fredrick Ziegler resigned as the Company’s Interim President.  There were no disagreements between the Company and Mr. Ziegler that lead to his resignation.  The Company’s Board of Directors contemporaneously terminated the Corporate Officer/Director Consulting Engagement Agreement between the Company and Fred Ziegler.  The Agreement was effective August 1, 2012.  There were no disagreements between the Company and Mr. Ziegler that lead to the termination of the contract.

On December 3, 2012, the Company’s Board of Directors contemporaneously terminated the Corporate Officer Consulting Engagement Agreement between the Company and John C. Miller to provide Mr. Miller’s services as the Company’s Chief Financial Officer.  The Agreement was effective September 1, 2012.  There were no disagreements between the Company and Mr. Miller that lead to the termination of the contract.

On December 3, 2012, the Company’s Board of Directors terminated the Corporate Officer Consulting Engagement Agreement between the Company and E. Robert Gates, to engage Mr. Gates’ services as the Company’s Vice President of Acquisitions and Mergers.  The Agreement was effective September 1, 2012.  There were no disagreements between the Company and Mr. Gates that lead to the termination of the contract.

Appointment of Officers

On December 3, 2012, the Company’s Board of Directors appointed Dr. Steven R. Henson as the President of the Company.  In addition, Suzannah Guthrie was appointed the Secretary of the Company.



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Dr. Steven R. Henson, President, Age 51 - Dr. Henson is a concierge doctor from Wichita, KS, focusing on around 60 patients.  Since March 16, 2012, Dr. Henson has served as the Chief Executive Officer and as a Director of INTREorg Systems, Inc. From March 31, 2011 through February 2012, Dr. Henson served on the Board of Directors of Sun River Energy, Inc.  Previously, Dr. Henson served as the Director of Emergency Medicine at several hospitals. In addition to his medical career, he has a background in business in both the medical industry and with public entities.  From 2004 through 2009, Dr. Henson served on the Board of Directors of Epic Holdings, Inc. He also served on the Board of Directors of EagleMed, LLC (“EagleMed”), and he served as the Executive Medical Director of EagleMed from 1995 through 2011.  Dr. Henson also serves on the Board of Directors of Indulge Media Group, since 2008. During that same time period, he also served as CFO for Indulge Media Group. Dr. Henson currently serves on the Board of Directors for Aero Innovative Corporation, since 2009, and on the Board of Directors for Oxford Development Company since 2010.

As part of his appointment as President of the Company, Dr. Henson entered into a Corporate Officer Consulting Engagement Agreement (“the Corporate Officer Agreement.”)  The Corporate Officer Agreement provides for Dr. Henson to receive an annual fee of $120,000 in accordance with the Company’s regular payment schedule.

This brief description of the Corporate Officer Consulting Engagement Agreement is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Corporate Officer Consulting Engagement Agreement as attached to this Current Report on Form 8-K as Exhibit 10.2 .

In addition, Dr. Henson has been appointed a director of the Company and in connection with his appointment has entered into a Board of Directors Agreement, as discussed below in “Appointment of Directors.”

Suzannah Guthrie, Secretary, 37 - Ms. Guthrie has over 17 years of experience in corporate and transactional law as a paralegal.  She began her paralegal career member of the US Air Force Judge Advocate General’s office, focusing primarily on military justice.  In 1997, Ms. Guthrie’s focus turned to Intellectual Property.  After supporting an equity partner at the law firm of Baker Botts, LLP in Dallas, and running a patent and trademark boutique firm in North Dallas, Ms. Guthrie changed her focus to corporate and securities law.  Currently, Ms. Guthrie is a consultant to several companies in her role as Legal Assistant Coordinator.



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Appointment of Directors

On November 15, 2012, the Board of Directors appointed Mr. Gregory Hadley as a director of the Company.  

Gregory Hadley, Director, Age 59 – Since 1995, Mr. Hadley has been the managing partner of DCP International with responsibility for the oversight of all corporate functions and he is specifically responsible for structuring DCP’s business relationships with landowners and developers. He negotiates all DCP land acquisitions and/or joint ventures, creates strategic alliances and handles investor relations. For qualifying projects, DCP can arrange equity funding and Mr. Hadley shepherds this process.

Since 1994, Mr. Hadley has also been  a managing partner of Greglin Investments, a limited liability partnership, which focuses on residence, commercial and institutional properties. His introduction to the residence club business was through his investments at the Christie Club in Steamboat Springs, Colorado.  Further, since 2007, Mr. Hadley has been  a principal in Uplink, which holds the patent rights for the use of global positioning satellite technology in golf applications.

As part of his appointment as a Director of the Company, Mr. Hadley has entered into a Board of Directors Agreement (“the Hadley Director Agreement.”)  The Hadley Director Agreement provides for Mr. Hadley to be issued 200,000 shares of the Company’s common stock for his engagement as a Director.  Further the Agreement provides for Mr. Hadley to receive an annual fee of $50,000 payable on a quarterly basis.

This brief description of the Board of Director Agreement is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Board of Director Agreement as attached to this Current Report on Form 8-K as Exhibit 10.3 .

In November 2012, the Company has entered into promissory note with Mr. Hadley totaling $100,000 in exchange for cash of $100,000.  This promissory note has a term of 60 days from issuance and accrues interest at a rate of 6% per annum.  In addition, Mr. Hadley was issued a total of 250,000 shares of restricted common stock in connection with the promissory note.

On December 3, 2012, the Board of Directors appointed Steven R. Henson as a director of the Company.  



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Dr. Steven R. Henson, President, Age 51 - Dr. Henson is a concierge doctor from Wichita, KS, focusing on around 60 patients.  Since March 16, 2012, Dr. Henson has served as the Chief Executive Officer and as a Director of INTREorg Systems, Inc. From March 31, 2011 through February 2012, Dr. Henson served on the Board of Directors of Sun River Energy, Inc.  Previously, Dr. Henson served as the Director of Emergency Medicine at several hospitals. In addition to his medical career, he has a background in business in both the medical industry and with public entities.  From 2004 through 2009, Dr. Henson served on the Board of Directors of Epic Holdings, Inc. He also served on the Board of Directors of EagleMed, LLC (“EagleMed”), and he served as the Executive Medical Director of EagleMed from 1995 through 2011.  Dr. Henson also serves on the Board of Directors of Indulge Media Group, since 2008. During that same time period, he also served as CFO for Indulge Media Group. Dr. Henson currently serves on the Board of Directors for Aero Innovative Corporation, since 2009 and on the Board of Directors for Oxford Development Company since 2010.

As part of his appointment as a Director of the Company, Dr. Henson has entered into a Board of Directors Agreement (the “Henson Director Agreement”).  The Agreement provides for Dr. Henson to be paid an annual director’s fee of $24,000, which shall be paid in accordance with the Company’s regularly established practices regarding the payments of Directors’ fees, or in increments of $2,000 a month.  

This brief description of the Board of Director Agreement is only a summary of the material terms and is qualified in its entirety by reference to the full text of the form of the Board of Director Agreement as attached to this Current Report on Form 8-K as Exhibit 10.4 .

 

 

 

Item 9.01

 

Financial Statements and Exhibits

(d)   EXHIBITS

The following is a complete list of exhibits filed as part of this Report.  Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

 

 

 

Exhibit No.

 

Description

 

 

 

10.1

 

First Amended Consulting Agreement

10.2

 

Corporate Officer Engagement Agreement by and between the Company and Steven Henson

10.3

 

Board of Directors Agreement by and between Gregory Hadley

10.4

 

Board of Directors Agreement by and between Steven Henson




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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.


 

 

 

 

 

 

 

RANGEFORD RESOURCES, INC.

 

 

 

 

Date:  

December 7, 2012

 

By:  /s/ Steven R. Henson

 

 

 

Steven R. Henson, President




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BOARD OF DIRECTORS AGREEMENT

THIS AGREEMENT is made and entered into effective as of December 4, 2012 (the “Effective Date”), by and between Rangeford Resources, Inc. , a Nevada corporation (the “Company”) with its principal place of business located at 5215 N. O’Connor Boulevard, Suite 1820, Irving, TX 75039, and Steven R. Henson , an individual (“Director”) with his principal residence at 7002 Clearmeadow Circle, Wichita, KS 67205.

1.

Term

This Agreement shall continue for a period of one (1) year from the Effective Date and shall continue thereafter for as long as Director is elected as a member of the Board of Directors by the shareholders of the Company.

2.

Position and Responsibilities

(a)

Position . The Board of Directors hereby appoints the Director to serve as Board Members, to serve until the next annual meeting of the Company’s shareholders or until his earlier resignation, removal or death. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws and applicable law, including, but not limited to, those services described on Exhibit A attached hereto(the “Services”).  Director hereby agrees to use his best efforts to provide the Services. Director shall not allow any other person or entity to perform any of the Services for or instead of Director. Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.

(b)

Other Activities . Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director’s obligations under this Agreement or Director’s fiduciary obligations to the Company’s shareholders. The ownership of more than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action.



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(c)

No Conflict . Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company’s disinterested board members, without the approval of the Board of Directors.

3.

Compensation and Benefits

(a)

As compensation for his services hereunder, the Company shall pay Director an annual fee at the rate of $24,000.00, which shall be paid in accordance with Company's regularly established practices regarding the payment of such fees, but in no event later than 12 months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any.  

(b)

Other forms of compensation for additional services may occur depending on the nature of a specific engagement and only upon the mutual agreement of both parties.

(c)

Director shall participate during each calendar year (or part thereof) during which he is engaged as an officer from time to time in the Company Stock Option /Award/Incentive Plan, as adopted and amended.

(d)

Director agrees and acknowledges that, because the Company is a “start-up” company, the Director’s Fee will be paid only from funds received in future raises or from positive cash-flow, if those funds are available.  If the funds are not available, Director agrees to accept like payment of the annual fee in options in the same form as Exhibit B, if after 12 months from the effective date hereof the Company does not have cash available to compensate the Director.     

(e)

Expenses . The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company’s expense reimbursement guidelines.

(f)

Indemnification. Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent authorized in Company’s Articles of Incorporation, as amended, bylaws, as amended and applicable law. Company will purchase Director’s and Officer’s liability insurance when a policy is purchased by the Company and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges and expenses in connection with any action, suit or proceeding



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to which he may be made a party by reason of his affiliation with Company, its subsidiaries, or affiliates.

(g)

Records . So long as the Director shall serve as a member of the Company’s Board of Directors the Director shall have full and unfretted access to books and records of Company.

4.

Termination

(a)

Right to Terminate . At any time, Director may be removed as Board Member as provided in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as provided in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director’s status as Board Member, except as provided in Company’s Articles of Incorporation, as amended, Company’s bylaws, as amended, and applicable law.

(b)

Effect of Termination as Director . Upon a termination of Director’s status as a Director, this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company’s obligations under this Agreement shall cease.

5.

Termination Obligations

(a)

Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to the Services and his membership on the Company’s Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Company’s Board of Directors.

(b)

Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.

6.

Nondisclosure Obligations



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Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. “ Proprietary Information ” means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director’s general knowledge prior to his relationship with Company; or (iii) the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.

7.

Dispute Resolution

(a)

Jurisdiction and Venue . The parties agree that any suit, action, or proceeding between Director 4 and Company (and its affiliates, shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be brought in either the United States District Court for the State of Texas or in a Texas state court and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

(b)

Attorneys’ Fees . Should any litigation, arbitration or other proceeding be commenced between the parties concerning the rights or obligations of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This amount shall be determined by the court in such proceeding or in a separate action brought for that purpose. In addition to any amount received as attorneys’ fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys’ fees and costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions of this Agreement and survives any judgment and is not deemed merged into any judgment.

8.

Entire Agreement

This Agreement constitutes the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning the Agreement.



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9.

Amendments; Waivers

This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged.  Any amendment or waiver by the Company must be approved by the Company’s Board of Directors and executed on behalf of the Company by its Chief Executive Officer.  If the Director shall also serve as Chief Executive Officer, such amendment or waiver must be executed on behalf of the Company by an officer designed by the Company’s Board of Directors.

10.

Assignment

This Agreement shall not be assignable by either party.

11.

Severability

If any provision of this Agreement shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such court shall reduce the time period or scope to the maximum time period or scope permitted by law.

12.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

13.

Interpretation

This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement.

14.

Binding Agreement

Each party represents and warrants to the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this Agreement will legally bind both Company and Director. To the extent that the practices, policies, or procedures of Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Director’s duties or compensation as Board Member will not affect the validity or scope of the remainder of this Agreement.

15.

Director Acknowledgment



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Director acknowledges Director has had the opportunity to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement, that Director is fully aware of its legal effect, and that Director has entered into it freely based on his own judgment and not on any representations or promises other than those contained in this Agreement.

16.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

17.

Date of Agreement

The parties have duly executed this Agreement as of the date first written above.


RANGEFORD RESOURCES, INC.

 

STEVEN R. HENSON

a Nevada Corporation

 

Individual

 

 

 

/s/ Gregory Hadley

 

/s/ Steven R. Henson

Name:

Gregory Hadley

 

Name:

Steven R. Henson

Title:

Director

 

Title:

Director




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EXHIBIT A


DESCRIPTION OF SERVICES



Responsibilities as Director . Director shall have all responsibilities of a Director of the Company imposed by Nevada or applicable law, the Articles of Incorporation, as amended, and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:


1.

Attendance . Use best efforts to attend scheduled meetings of Company’s Board of Directors;


2.

Act as a Fiduciary . Represent the shareholders and the interests of Company as a fiduciary; and


3.

Participation . Participate as a full voting member of Company’s Board of Directors in setting overall objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management performance.



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EXHIBIT B


STOCK OPTIONS AND VESTING


Options . Subject to the Vesting Requirements of this Agreement, the Company’s 2012 Stock Incentive Plan and this Exhibit, and if after 12 months from the effective date hereof the Company does not have cash available to compensate the Director, Company will grant Director Options to purchase an amount of shares of the Company’s common stock equal to the cash amount owed to Director, with exercise price equal to the closing price of the Company’s common stock on the last business day per month for the 12-month period considered herein, in a form as described below.


1.

The Options will be vested in Director at a rate of 25% per quarter, starting on the first anniversary date and exercisable from the first anniversary of the grant date (the Effective Date of the Board of Directors Agreement).


2.

Options will have a term of 3 years.


3.

Company agrees to register the Company’s shares subject to the Options on Form S-8 or such other registration form as may be available, and the company shall provide a cashless exercise procedure.


4.

Director agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to the Director, and upon the same terms as other affiliates.





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FIRST AMENDED CONSULTING AGREEMENT

THIS FIRST AMENDED CONSULTING AGREEMENT (the “Agreement”) is effective as of the 1st day of December, 2012, by and between Rangeford Resources, Inc. , a Nevada corporation (the “Company”), and Fidare Consulting Group, LLC , a Texas limited liability company (the “Consultant”).

WHEREAS , the Company is a development-stage oil and gas exploration and production company and desires advice regarding business strategies, and business planning;  

WHEREAS , Consultant has expertise in the areas of corporate structuring, strategic planning and compliance;

WHEREAS , the Company desires to engage Consultant to provide consulting services relating to preparing and maintaining corporate books and records; implementing of accounting controls; preparing and maintaining accounting books and records; implementing internal procedures and controls to ensure Sarbanes-Oxley/404 compliance; implementing corporate governance controls and procedures; maintaining full reporting status; assisting with corporate strategies; and overseeing and maintaining shareholder matters (the “Consulting Services”);

WHEREAS , the Company and Consultant had previously entered into consulting agreements dated September 25, 2012;

WHEREAS , the Company and Consultant desire to amend and restate the Prior Consulting Agreement in their entirety and desire to set forth in this Agreement the terms and conditions of the Company’s engagement of Consultant.

NOW, THEREFORE , in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows:

1.

Services to Be Provided, Scope of Agreement, and Relationship of the Parties

(a)

The Company hereby agrees to engage Consultant to provide the Consulting Services, and Consultant agrees to such engagement, on the terms and conditions set forth in this Agreement.  In that regard, Consultant agrees to make itself available to the Company during normal business hours for reasonable periods of time, subject to reasonable advance notice and mutually convenient scheduling, for the purpose of attending meetings of management and the Board of Directors, as may be requested by the Chairman of the Board of the Company; assisting the Company in the preparation of reports, summaries, profiles, due diligence packages, and other material and documentation in connection with proposed acquisitions; and business planning, in each case as and to the extent requested by the Chief Executive Officer of the Company.

(b)

The Company acknowledges that Consultant has many other business interests and will devote as much time as in its discretion as necessary to perform its duties under this



1



Agreement.  In addition, the Company acknowledges that Consultant’s efforts on behalf of his other interests are the sole and separate property of Consultant.  

(c)

The services rendered by Consultant to the Company pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, agent, or legal representative of the Company for any purpose whatsoever, including without limitation, participation in any benefits or privileges given or extended by the Company to its employees.  No right or authority is granted to Consultant to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the Company, except as may be set forth herein.  In that regard, Consultant agrees that it shall act solely at the express direction of the Company’s Chief Executive Officer and shall coordinate all contacts with third parties, including without limitation potential sources of capital, through the Chief Executive Officer.  The Company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to Consultant hereunder, and Consultant agrees that it will pay all taxes due on such amounts.

(d)

Consultant shall provide the Company with such other advisory and consulting services as the Company may specifically request.  Specific fees for each separate service rendered by Consultant shall be established at the time Consultant is requested to undertake each service.

2.

Compensation

(a)

As compensation for its Consulting Services hereunder, the Company will pay to Consultant each month during the term of this Agreement $20,000 and 20,000 warrants to purchase Common Stock.  The warrants shall have an exercise price per share equal to the closing sale price of the Common Stock on the date of issue, shall be exercisable for two years from the date of issue, and shall provide for a “cashless” or “net issue” exercise.  The foregoing shares and warrants shall be issued as of the last business day of each month, and shall be delivered to Consultant as soon as reasonably practicable.

(b)

Other forms of compensation may occur depending on the nature of a specific transaction and only upon the mutual agreement of both parties.  It is agreed that for any business or real estate acquisitions which have been brought to the company by the Consultant, Consultant’s fee shall equal 5% of the price paid by the Company for any such projects, acquisitions, or sales, payable as follows: (1) 50% of such fee shall be paid in cash; and (2) 50% of such fee shall be paid in Company stock at then current price (BID Price).  

3.

Expenses

The Company shall reimburse Consultant for all pre-approved reasonable and necessary expenses incurred by it in providing the Consulting Services under this Agreement. Consultant shall submit related receipts and documentation with its request for reimbursement.



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4.

Renewal; Termination

(a)

This Agreement shall continue in effect until terminated by the parties. Either of the parties may terminate this agreement after 6 months by written notice 30 days in advance; however, any finder’s fees due for cash raised shall remain due and payable.

(b)

Subject to the continuing obligations of Consultant under Section 5 below, either party may terminate this Agreement at any time if the other party shall fail to fulfill any material obligation under this Agreement and shall not have cured the breach within 10 days after having received notice thereof.

(c)

Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.

5.

Confidential Information

(a)

“Confidential Information,” as used in this Section 5, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary.  This information includes, without limitation:

(i)

Trade secret information about the Company and its operations, plans, strategies, sources of capital, acquisition targets and financial results;

(ii)

Information concerning the Company’s business as the Company has conducted it since the Company’s incorporation or as it may conduct it in the future; and

(iii)

Information concerning any of the Company’s past, current, or possible future products, including (without limitation) information about the Company’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.

(b)

Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).

(c)

Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it.

(d)

If this Agreement is terminated, Consultant will promptly turn over to the Company all records and any compositions, articles, devices, apparatus and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in its possession, regardless of who prepared them.  The rights of the Company set forth in this Section 5 are in addition to any rights of the Company with respect to protection of trade secrets or confidential information arising out of the common or statutory laws of the State of Colorado or any other state or any country wherein



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Consultant may from time to time perform services pursuant to this Agreement.  This Section 5 shall survive the termination or expiration of this Agreement.

(e)

Consultant hereby acknowledge, on behalf of its members, managers, affiliates, attorneys, advisors, agents and representatives (“Representatives”), that it is aware (and that its Representatives who are apprised of this matter have been advised) of Consultant’s responsibility under the U.S. federal securities laws with respect to purchasing or selling securities of a company about which Consultant (or its Representatives) have material nonpublic information and agree that Consultant and its Representatives will not use, nor cause any third party to use, any information in contravention of such securities laws or any rules or regulations promulgated thereunder.  

6.

False or Misleading Information

The Company agrees to use commercially reasonable efforts to provide Consultant with accurate financial, corporate, and other data reasonably requested by Consultant in connection with the performance with its services hereunder.  The Company hereby indemnifies Consultant from any and all out-of-pocket costs, expenses or damages incurred, and holds Consultant harmless from any and all claims and/or actions that may result solely and directly from the Company’s intentional breach of this covenant.

7.

Miscellaneous

(a)

Successors and Assigns .  This Agreement is binding on and ensures to the benefit of the Company, its successors and assigns, all of which are included in the term the “Company” as it is used in this Agreement and upon Consultant, its successors and assigns.  Neither this Agreement nor any duty or right hereunder will be assignable or otherwise transferable by either party without the written consent of the other party, except that the Company shall assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of substantially all of its assets or business.  This Agreement will be deemed materially breached by the Company if its successor or assign does not assume substantially all of the Company’s obligations under this Agreement.

(b)

Modification .  This Agreement may be modified or amended only by a writing signed by both the Company and Consultant.

(c)

Governing Law .  The laws of Texas will govern the validity, construction, and performance of this Agreement.  Any legal proceeding related to this Agreement will be brought in an appropriate Texas court, and both the Company and Consultant hereby consent to the exclusive jurisdiction of that court for this purpose.

(d)

Construction .  Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law.  If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective to the extent it remains valid.  The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.



4



(e)

Waivers .  No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.

(f)

Captions .  The headings in this Agreement are for convenience only and do not affect this Agreement’s interpretation.

(g)

Entire Agreement .  This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement.

(h)

Notices .  All notices and other communications required or permitted under this Agreement shall be in writing and sent by registered first-class mail, postage prepaid, and shall be effective five days after mailing to the attention of the signatories to this Agreement at the addresses stated below.  These addresses may be changed at any time by like notice.

In the case of the Company:

Rangeford Resources, Inc.

ATTENTION:  Michael Ussery

5215 N. O’Connor Boulevard

Suite 1820

Irving, TX 75039


In the case of Consultant:

Harry McMillan, Manager/Member

Fidare Consulting Group, LLC.

1224 N. Highway 377

Suite 303, PMB 56

Roanoke, TX 76262


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.


Rangeford Resources, Inc.

 

Fidare Consulting Group, LLC.

Signature

 

Signature

Name:

 

Name: Harry N. McMillan

Title:

 

 

Title:

 Managing Member




5



CORPORATE OFFICER CONSULTING

ENGAGEMENT AGREEMENT



AGREEMENT made effective this 3rd day of December, 2012 by and between Rangeford Resources, Inc. (the “Company”), with an address of 5215 N. O’Connor Boulevard, Suite 1820, Irving, TX 75039, and Steven R. Henson (the “Consultant”), address: 7002 W. Clearmeadow Circle, Wichita, KS 67205.


WHEREAS, the Company desires the Consultant to take a leadership role in guiding the corporation to profitability and increased revenues as well as implementing an overall corporate strategy; and


WHEREAS, Consultant has expertise in the area of creating and implementing corporate strategy and guiding companies to profitability and is willing to act as a President to the Company upon the terms and conditions set forth in this Agreement;


NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, the parties hereto agree as follows:


1.

Duties, Scope of Agreement, and Relationship of the Parties


(a)

The Company hereby agrees to retain Consultant to act in the capacity of President, and Consultant agrees to act in a capacity as President during the term of this Agreement. All parties understand that Consultant has many other business interests and will initially devote 25 hours per week to consulting as President under this Agreement. In addition, the company understands that consultant’s efforts on behalf of his other interests are the sole and separate property of Consultant.


(b)

The services rendered by consultant to the company pursuant to this Agreement shall be as an independent contractor, and this Agreement does not make Consultant the employee, of the Company. The company shall not withhold for Consultant any federal or state taxes from the amounts to be paid to consultant hereunder, and Consultant agrees that he will pay all taxes due on such amounts.


(i) Consultant will be responsible for creating and implementing corporate strategy, and shall be responsible for complying with complying with all applicable laws regarding the reporting and governance of a publicly traded company.


2.

Compensation


As compensation for his Consulting Services hereunder, the Company shall pay Director an annual fee at the rate of $120,000.00, which shall be paid in accordance with Company's regularly established practices regarding the payment of such fees, but in no event later than 12 months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any.  



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1



(b)

Other forms of compensation for additional services may occur depending on the nature of a specific engagement and only upon the mutual agreement of both parties.


(c)

Consultant shall participate during each calendar year (or part thereof) during which he is engaged as an officer from time to time in the Company Stock Option /Award/Incentive Plan, as adopted and amended.


(d)

Consultant agrees and acknowledges that, because the Company is a “start-up” company, the Consultant’s Fee will be paid only from funds received in future raises or from positive cash-flow, if those funds are available.  If the funds are not available, Consultant agrees to accept like payment of the annual fee in options in the same form as Exhibit A, if after 12 months from the effective date hereof the Company does not have cash available to compensate the Consultant.     


3.

Expenses


The Company shall reimburse Consultant for all reasonable and necessary expenses incurred by it in carrying out its duties under this Agreement. Consultant shall submit related receipts and documentation with his request for reimbursement.


4.

Renewal; Termination


(a)

This Agreement shall continue in effect for successive 12 month terms until terminated by the parties. Either the Company or the Consultant may terminate this Agreement by giving the other party thirty (30) days written notice prior to end of term. However, termination of Consultant by the Company shall not relieve the Company of its financial obligations to Consultant as defined herein.  Death of the Consultant and his inability to continue performing his duties under the Contract will relieve the Company of its financial obligations to Consultant as defined herein except for the payment to the Consultant’s beneficiary, legal representatives or estate, as the case may be, of any accrued compensation plus 90 days of additional compensation as used in Section 2(a) “Compensation”.


(b)

Subject to the continuing obligations of Consultant under Section 5 below, either party may terminate this Agreement at any time if the other party shall fail to fulfill any material obligation under this Agreement and shall not have cured the breach within 15 business days after having received notice thereof.


(c)

Termination or expiration of this Agreement shall not extinguish any rights of compensation that shall accrue prior to the termination.


5.

Confidential Information


(a)

“Confidential Information,” as used in this Section 5, means information that is not generally known and that is proprietary to the Company or that the Company is obligated to treat as proprietary. This information includes, without limitation:



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2



(i)

Trade secret information about the Company and its products;


(ii)

Information concerning the Company’s business as the Company has conducted it since the Company’s incorporation or as it may conduct it in the future; and


(iii)

Information concerning any of the Company’s past, current, or possible future products, including (without limitation) information about the Company’s prospects, research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, or leasing efforts.


(b)

Any information that Consultant reasonably considers Confidential Information, or that the Company treats as Confidential Information, will be presumed to be Confidential Information (whether Consultant or others originated it and regardless of how it obtained it).


(c)

Except as required in its duties to the Company, Consultant will never, either during or after the term of this Agreement, use or disclose confidential Information to any person not authorized by the Company to receive it for a period of two (2) years after termination of this Agreement. However, information in the possession of Consultant as of the Effective Date of this Agreement, information that is public or becomes public, or information that is required to be disclosed by a bona fide legal authority is exempt from this Agreement.


(d)

If this Agreement is terminated, Consultant will promptly turn over to the Company all records and any compositions, articles, devices, apparatus and other items that disclose, describe, or embody Confidential Information, including all copies, reproductions, and specimens of the Confidential Information in its possession, regardless of who prepared them. The rights of the Company set forth in this Section 5 are in addition to any rights of the Company with respect to protection of trade secrets or confidential information arising out of the common or statutory laws of the State of Texas or any other state or any country wherein Consultant may from time to time perform services pursuant to this Agreement. This Section 5 shall survive the termination or expiration of this Agreement.


(e)

Consultant agrees to enter into a 16(b) Plan for any sales of shares of company, subject to the Plans approval by the company in writing, during any time and 90 days thereafter, in which he would be an affiliate as defined in the Securities Exchange Act of 1934.


6.

False or Misleading Information


The Company warrants that it will provide Consultant with accurate financial, corporate, and other data required by Consultant and necessary for full disclosure of all facts relevant to any efforts required of Consultant under this Agreement. Such information shall be furnished promptly upon request. If the Company fails to provide such information, or if any information provided by the Company to Consultant shall be false or misleading, or if the Company omits or fails to provide or withholds relevant material information to Consultant or to any professionals engaged pursuant to paragraph 5(d) above, then, in such event, any and all fees paid hereunder



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3


will be retained by Consultant as liquidated damages and this Agreement shall be null and void and Consultant shall have no further obligation hereunder. Further, by execution of this Agreement, the Company hereby indemnifies Consultant from any and all costs for expenses or damages incurred, and holds Consultant harmless from any and all claims and/or actions that may arise out of providing false or misleading information or by omitting relevant information in connection with the efforts required of Consultant under this Agreement.


7.

Consultant’s Best efforts and No Warranty of Information


Consultant shall use his best efforts to use reliable information and techniques associated with the oil and gas business. However, Consultant makes no warranty as to the completeness or interpretation of such information, nor does Consultant warrant the information with regard to errors or omissions contained therein. Any reserve estimates, price calculations, price forecasts, exploration potential predictions or similar information provided by Consultant are, or may well be, estimates only and should not be considered predictions of actual results.


8.

Miscellaneous


(a)

Successors and Assigns . This Agreement is binding on and ensures to the benefit of the Company. Company cannot assign this Agreement without Consultant’s written agreement.


(b)

Modification . This Agreement may be modified or amended only by a writing signed by both the Company and Consultant.


(c)

Governing Law . The laws of Texas will govern the validity, construction, and performance of this Agreement. Any legal proceeding related to this Agreement will be brought in an appropriate Texas court, and both the Company and Consultant hereby consent to the exclusive jurisdiction of that court for this purpose.


(d)

Construction . Wherever possible, each provision of this Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Agreement is to any extent invalid under the applicable law, that provision will still be effective, to the extent it remains valid. The remainder of this Agreement also will continue to be valid, and the entire Agreement will continue to be valid in other jurisdictions.


(e)

Waivers . No failure or delay by either the Company or Consultant in exercising any right or remedy under this Agreement will waive any provision of the Agreement, nor will any single or partial exercise by either the Company or Consultant of any right or remedy under this Agreement preclude either of them from otherwise or further exercising these rights or remedies, or any other rights or remedies granted by any law or any related document.


(f)

Captions . The headings in this Agreement are for convenience only and do not affect this Agreement’s interpretation.




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4


(g)

Entire Agreement . This Agreement supersedes all previous and contemporaneous oral negotiations, commitments, writings, and understandings between the parties concerning the matters in this Agreement.


(h)

Notices . All notices and other communications required or permitted under this Agreement shall be in writing and sent by registered first-class mail, postage prepaid, and shall be effective five days after mailing to the addresses stated below. These addresses may be changed at any time by like notice.


In the case of the Company:


Rangeford Resources, Inc.

5215 N. O’Connor Boulevard

Suite 1820

Irving, TX 75039


In the case of Consultant:


Steven R. Henson

7002 W. Clearmeadow Circle
Wichita, KS 67205



(i)

Indemnification . Company agrees to indemnify and hold harmless Consultant from any and all claims, actions, liabilities, costs, expenses, including attorney fees arising from claims made against Consultant in connection with Company’s possession or use of advice, guidance, materials, information, data or other services provided by Consultant under this Agreement.


(j)

Conflicts of Interest. Company acknowledges that Consultant is engaged in the business of providing consulting for other companies in the oil and gas industry within North America and internationally. In the event Consultant is requested by Company to provide advice and guidance on or about issues that may create a potential conflict of interest between Consultant’s other business matters and the Company’s operations, Consultant shall not be required by Company to render advice and guidance on such an area. Company and Consultant shall use their best efforts to notify each other of any potential conflicts of interests. In any event, Consultant’s general knowledge that Company plans to engage, or is actively engaging, related to the oil and gas industry shall in no way preclude Consultant, or Consultant’s business entities, from providing services or consulting for other oil and gas companies within the same area.


[Signature Page Follows]



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5




IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.


“The Company”

“Consultant”

RANGEFORD RESOURCES, INC.

Steven R. Henson



By:

/s/ Gregory Hadley

By:

/s/ Steven R. Henson

Gregory Hadley, Director

Steven R. Henson



RGFRConsultant

 

 

6




EXHIBIT A


ANNUAL FEE ALTERNATIVE:  OPTIONS AWARD


Options . Subject to the Vesting Requirements of this Agreement, the Company’s 2012 Stock Incentive Plan and this Exhibit, and if after 12 months from the effective date hereof the Company does not have cash available to compensate the Consultant, Company will grant Consultant Options to purchase an amount of shares of the Company’s common stock equal to the amount owed to Consultant, with an exercise price equal to the closing price of the Company’s common stock on the last business day per month for the 12-month period considered herein, in a form as described below.


1.

The Options will be vested in Consultant on the first anniversary date and exercisable from the first anniversary of the grant date (the date hereof)


2.

Options will have a term of 3 years.


3.

Company agrees to register the Company’s shares subject to the Options on Form S-8 or such other registration form as may be available, and the company shall provide a cashless exercise procedure.


4.

Consultant agrees to execute a lock-up agreement if any financing for the Company so requires and the terms of such financing are acceptable to the Consultant, and upon the same terms as other affiliates.







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7


BOARD OF DIRECTORS AGREEMENT

THIS AGREEMENT is made and entered into effective as of 15 th of November, 2012, (the “Effective Date”), by and between Rangeford Resources, Inc. , a Nevada corporation (the “Company”) with its principal place of business located at 8541 North Country Road 11, Wellington, CO 80549, and Gregory W. Hadley , an individual (“Director”) with his principal residence at 471 Hastings Rd., Lake Forest, Illinois 60045.

1.

Term

This Agreement shall continue for a period of one (1) year from the Effective Date and shall continue thereafter for as long as Director is elected as a member of the Board of Directors by the shareholders of the Company. It may be renewed for a successive one year term upon termination.

2.

Position and Responsibilities

(a)

Position . The Board of Directors hereby appoints the Director to serve as a Board Member until the next annual meeting of the Company’s shareholders or until his earlier resignation, removal or death. The Director shall perform such duties and responsibilities as are customarily related to such position in accordance with Company’s bylaws and applicable law, including, but not limited to, those services described on Exhibit A attached hereto (the “Services”).  Director hereby agrees to use his best efforts to provide the Services.  Director shall not allow any other person or entity to perform any of the Services for or instead of Director.  Director shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental authority, which are applicable to the Company and the performance of the Services, and Company’s rules, regulations, and practices as they may from time-to-time be adopted or modified.

(b)

Other Activities . Director may be employed by another company, may serve on other Boards of Directors or Advisory Boards, and may engage in any other business activity (whether or not pursued for pecuniary advantage), as long as such outside activities do not violate Director’s obligations under this Agreement or Director’s fiduciary obligations to the Company’s shareholders. The ownership of more than a 5% interest in an entity, by itself, shall not constitute a violation of this duty. Director represents that Director has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, and Director agrees to use his best efforts to avoid or minimize any such conflict and agrees not to enter into any agreement or obligation that could create such a conflict without the approval of a majority of the Board of Directors. If, at any time, Director is required to make any disclosure or take any action that may conflict with any of the provisions of this Agreement, Director will promptly notify the Board of such obligation, prior to making such disclosure or taking such action.

(c)

No Conflict . Director will not engage in any activity that creates an actual or perceived conflict of interest with Company, regardless of whether such activity is prohibited by Company’s conflict of interest guidelines or this Agreement, and



1

DirectorRGFR

 

 



Director agrees to notify the Board of Directors before engaging in any activity that could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding the provisions of Section 2(b) hereof, Director shall not engage in any activity that is in direct competition with the Company or serve in any capacity (including, but not limited to, as an employee, consultant, advisor or director) in any company or entity that competes directly or indirectly with the Company, as reasonably determined by a majority of Company’s disinterested board members, without the approval of the Board of Directors.

3.

Compensation and Benefits

(a)

Director’s Fee . In consideration of the services to be rendered under this Agreement, Company shall pay Director an annual fee at the rate of $50,000.00, which shall be paid in accordance with Company’s regularly established practices regarding the payment of Directors’ fees, or in increments of $12,500.00 per quarter, but in no event later than 12 months after the Effective Date of this Agreement and each of its subsequent anniversaries, if any.

(b)

Stock and Stock Options . The Company will issue to Director two-hundred thousand (200,000) shares of common stock.  

(c)

Expenses . The Company shall reimburse Director for all reasonable business expenses incurred in the performance of the Services in accordance with Company’s expense reimbursement guidelines.

(d)

This compensation is in addition to any other compensation duly ratified by the Board for all Board members.

(e)

Indemnification. Company will indemnify and defend Director against any liability incurred in the performance of the Services to the fullest extent authorized in Company’s Articles of Incorporation, as amended, bylaws, as amended and applicable law. Company will purchase Director’s and Officer’s liability insurance when a policy is purchased by the Company and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges and expenses in connection with any action, suit or proceeding to which he may be made a party by reason of his affiliation with Company, its subsidiaries, or affiliates.

(f)

Records . So long as the Director shall serve as a member of the Company’s Board of Directors the Director shall have full access to books and records of Company and access to management of the Company.

4.

Termination

(a)

Right to Terminate . At any time, Director may be removed as Board Member as provided in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Board Member or Director as



2

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provided in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director’s status as Board Member, except as provided in Company’s Articles of Incorporation, as amended, Company’s bylaws, as amended, and applicable law.

(b)

Effect of Termination as Director . Upon Director’s termination this Agreement will terminate; Company shall pay to Director all compensation and expenses to which Director is entitled up through the date of termination; and Director shall be entitled to his rights under any other applicable law. Thereafter, all of Company’s obligations under this Agreement shall cease.

5.

Termination Obligations

(a)

Director agrees that all property, including, without limitation, all equipment, tangible proprietary information, documents, records, notes, contracts, and computer-generated materials provided to or prepared by Director incident to the Services and his membership on the Company’s Board of Directors or any committee therefore the sole and exclusive property of the Company and shall be promptly returned to the Company at such time as the Director is no longer a member of the Company’s Board of Directors.

(b)

Upon termination of this Agreement, Director shall be deemed to have resigned from all offices then held with Company by virtue of his position as Board Member. Director agrees that following any termination of this Agreement, he shall cooperate with Company in the winding up or transferring to other directors of any pending work and shall also cooperate with Company (to the extent allowed by law, and at Company’s expense) in the defense of any action brought by any third party against Company that relates to the Services.

6.

Nondisclosure Obligations

Director shall maintain in confidence and shall not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information (as defined below), confidential information, or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as a result of performing the Services. “ Proprietary Information ” means all information pertaining in any manner to the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part of Director’s general knowledge prior to his relationship with Company; or (iii)



3

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the information is disclosed to Director without restriction by a third party who rightfully possesses the information and did not learn of it from Company.

7.

Dispute Resolution

(a)

Jurisdiction and Venue . The parties agree that any suit, action, or proceeding between Director and Company (and its affiliates, shareholders, directors, officers, employees, members, agents, successors, attorneys, and assigns) relating to this Agreement shall be brought in either the United States District Court for the State of Texas or in a Texas state court and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this Section shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable.

(b)

Attorneys’ Fees . Should any litigation, arbitration or other proceeding be commenced between the parties concerning the rights or obligations of the parties under this Agreement, the party prevailing in such proceeding shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys’ fees in such proceeding. This amount shall be determined by the court in such proceeding or in a separate action brought for that purpose. In addition to any amount received as attorneys’ fees, the prevailing party also shall be entitled to receive from the party held to be liable, an amount equal to the attorneys’ fees and costs incurred in enforcing any judgment against such party. This Section is severable from the other provisions of this Agreement and survives any judgment and is not deemed merged into any judgment.

8.

Entire Agreement

This Agreement constitutes the entire understanding between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning the Agreement.

9.

Amendments; Waivers

This Agreement may be amended, modified, superseded or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties or, in the case of a waiver, by the party to be charged.  Any amendment or waiver by the Company must be approved by the Company’s Board of Directors and executed on behalf of the Company by its Chief Executive Officer.  If the Director shall also serve as Chief Executive Officer, such amendment or waiver must be executed on behalf of the Company by an officer designed by the Company’s Board of Directors.

10.

Assignment



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This Agreement shall not be assignable by either party.

11.

Severability

If any provision of this Agreement shall be held by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by law, and the remainder of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such court shall reduce the time period or scope to the maximum time period or scope permitted by law.

12.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

13.

Interpretation

This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should be ignored in the interpretation of the Agreement.

14.

Binding Agreement

Each party represents and warrants to the other that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this Agreement will legally bind both Company and Director. To the extent that the practices, policies, or procedures of Company, now or in the future, are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Director’s duties or compensation as Board Member will not affect the validity or scope of the remainder of this Agreement.

15.

Director Acknowledgment

Director acknowledges Director has had the opportunity to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement, that Director is fully aware of its legal effect, and that Director has entered into it freely based on his own judgment and not on any representations or promises other than those contained in this Agreement.

16.

Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



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17.

Date of Agreement

The parties have duly executed this Agreement as of the date first written above.


RANGEFORD RESOURCES, INC.

 

GREGORY W. HADLEY

a Nevada Corporation

 

Individual

 

 

 

/s/ Frederick Ziegler

 

/s/ Gregory W. Hadley

Name:

Frederick Ziegler

 

Name:

Gregory W. Hadley

Title:

President

 

Title:

Director


 



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EXHIBIT A


DESCRIPTION OF SERVICES



Responsibilities as Director . Director shall have all responsibilities of a Director of the Company imposed by Nevada or applicable law, the Articles of Incorporation, as amended, and Bylaws, as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:


1.

Attendance . Use best efforts to attend scheduled meetings of Company’s Board of Directors;


2.

Act as a Fiduciary . Represent the shareholders and the interests of Company as a fiduciary; and


3.

Participation . Participate as a full voting member of Company’s Board of Directors in setting overall objectives, approving plans and programs of operation, formulating general policies, offering advice and counsel, serving on Board Committees, and reviewing management performance.




Exhibit A

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