EXHIBIT 10.14
ASSIGNMENT
OF
JOINT EXPLORATION
AND
DEVELOPMENT AGREEMENT
This Assignment is entered into among Camwest Limited Partnership, an
Arkansas limited partnership ("Camwest"), CamWest Exploration LLC, an Arkansas
limited liability company ("Exploration"), Pinnacle Oil International, Inc., a
Nevada corporation ("POII"), Pinnacle Oil, Inc., a Nevada corporation ("POI"),
and Pinnacle Oil Canada, Inc., a corporation formed under the laws of Canada
("POC"). POII, POI, and POC are referred to herein collectively as "Pinnacle."
RECITALS:
A. Camwest and Pinnacle entered into a Joint Exploration and Development
Agreement dated as of April 3, 1998 (the "Development Agreement").
B. Exploration has been formed by the members of Camwest to fund the
capital requirements of and pursue the opportunities under the Development
Agreement.
C. In accordance with the terms hereof, Camwest wishes to assign its rights
under the Development Agreement to Exploration.
NOW THEREFORE in consideration of the above premises and the mutual
promises stated below, the parties agree as follows:
1. Assignment. In exchange for the considerations set forth below and the
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mutual promises stated herein, Camwest hereby assigns to Exploration, and
Exploration hereby accepts the assignment of, all of Camwest's right, title, and
interest in, to, and under the Development Agreement. In consideration for the
assignment set forth above, Exploration hereby agrees to reimburse Camwest for
all cost and expenses heretofore incurred by Camwest with respect to the
Development Agreement. The foregoing assignment shall be subject to the
condition that Chase Bank of Texas, a secured creditor of Camwest, consents to
such assignment.
2. Assumption. Exploration hereby assumes and agrees to perform, satisfy,
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and otherwise discharge all obligations of Camwest under the Development
Agreement and to indemnify and hold Camwest harmless with respect to the same.
Exploration further covenants with Pinnacle to carry out all obligations of
Camwest under the Development Agreement and to be bound unequivocally by all
terms and provisions of the Development Agreement.
3. Consent. Pinnacle by its signature below does hereby consent to the
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assignment hereunder by Camwest of its interest in the Development Agreement to
Exploration.
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4. Counterparts. This Assignment may be executed in any number of
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counterparts, and each of such counterpart shall for all purposes be deemed an
original and all such counterparts shall together constitute one document.
IN WITNESS WHEREOF, the parties have caused this Assignment of Joint
Exploration and Development Agreement to be executed as of the 29th day of
January, 1999.
Camwest Limited Partnership
By: Camwest, Inc., General Partner
By: /s/ Xxxxxxx Xxxxxx, Jr.
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Title: Vice-President
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CamWest Exploration LLC
By: Camwest, Inc., Manager
By: /s/ Xxxxxxx Xxxxxx, Jr.
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Title: Vice-President
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Pinnacle Oil International, Inc.
By: /s/ Xxxxxx Liszicase
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Title: CEO
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Pinnacle Oil, Inc.
By: /s/ Xxxxxx Liszicase
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Title: CEO
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Pinnacle Oil Canada, Inc.
By: /s/ Xxxxxx Liszicase
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Title: CEO
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