Services Agreement Between Oceanic Exploration Company And General Atomics For Stephen M. Duncan

Exhibit 10.33 SERVICES AGREEMENT This Agreement is entered into by and between General Atomics, a California corporation (" GA" ) and Oceanic Exploration Company, a Delaware corporation (" Oceanic" ), and is effective June 30, 2007 (the " Effective Date" ). GA and Oceanic are individually referred to herein as a " Party" and collectively as the " Parties" . RECITALS WHEREAS, Oceanic wishes GA to provide it with executive management services and GA is willing to provide such services.NOW THEREFORE, in consideration of the promises, mutual covenants and agreements herein contained, the Parties hereto agree as follows: 1. Scope of Services. Stephen M. Duncan (" Duncan" ) is a full time employee of GA. Duncan has been appointed as President of Oceanic and in that capacity will be devoting part of his working time to Oceanic' s business affairs. In order for Duncan to devote part of his time to Oceanic, the Parties have agreed that GA shall provide Duncan' s services on the terms set forth herein to Oceanic on a part-time basis as Duncan and Oceanic shall agree is necessary or desirable to fulfill Duncan' s duties as President. The Parties acknowledge and agree that, although Duncan shall be GA' s employee and not Oceanic' s employee, GA shall exercise no supervision or control over Duncan or Duncan' s exercise of discretion, judgment or decision making in his capacity as President of Oceanic. 2. Term. This Agreement shall commence as of the Effective Date and shall remain in effect until terminated by either Party in accordance with the Termination provision set forth in Paragraph 10 below. 3. Consideration/Payment. Labor-related costs, including salary and fringe benefits, incurred in the performance of services identified in Paragraph 1 shall be billed at a fixed monthly amount of $7,500.00. Non-labor related costs, including travel, required in the performance of services identified in Paragraph 1 shall be billed at actual cost plus a fixed handling fee of 2.5%. Payments to GA for services rendered will both be due and payable in full no later than 30 days after the invoice date. All payments made pursuant to this Agreement will be in U.S. Dollars and will be paid by check or wire transfer to the account designated on the GA invoice. The Parties acknowledge that the $7,500.00 fixed monthly amount provided for, herein, shall be reviewed annually. That amount may be adjusted by mutual agreement ...