EXHIBIT 10.01
AGREEMENT
This agreement, dated as of 20th day of November, 1996, by and between
Mountaineer Gas Transmission, Inc., located at 0000 Xxxxx Xxxxxx Xx., Xxx.
000, Xxxxxxxxxx, Xxxxxxx 00000, acting by and through its duly authorized
officer ("MGT"), and Wasatch Pharmaceutical, Inc., located at 000 X. 0000 X.
Xxxxxxx, Xxxx 00000, acting by and through its duly authorized officers
("Wasatch").
WHEREAS, MGT, is the working interest owner of fifty (50) xxxxx in West
Virginia, as set forth on Schedule "A" attached hereto, and
WHEREAS, Wasatch is desirous of obtaining an option to acquire
additional percentages of working interest in those xxxxx listed on Schedule
"A", and
WHEREAS, MGT is will to transfer and/or assign a twenty-five (25%)
percent working interest in those xxxxx on Schedule "A", and
WHEREAS, MGT, is or will be, the Operator on the scheduled xxxxx.
NOW THEREFORE, in consideration of the promises, considerations and
covenants contained herein, the receipt and sufficiency of such is hereby
acknowledged, the parties agree, as follows:
1. That MGT does hereby transfer and/or assign to Wasatch a twenty five
(25%) percent working interest in those xxxxx set forth on Schedule "A"
attached hereto and made a part hereof as though set forth verbatim herein.
2. That MGT will be the operator on such xxxxx pursuant to a usual and
customary operating agreement at prevailing monthly rates, in the vicinity and
counties of the scheduled xxxxx.
3. Wasatch as consideration for the conveyance of the working interest
as set forth in Paragraph 1, agrees to transfer to MGT $5,000,000.00 (Five
Million Dollars) of duly issued and outstanding common stock (restricted by
legend S.E.C. Rule 144, "shelf registration" pending) of Wasatch. The number
of common shares shall be determined by the closing bid price as set forth in
the "Pink Sheets" or NASDAQ Bulletin Board as of the close of business
November 22, 1996, divided into $5,000,000.00; i.e., $1.00 closing price would
cause the transfer of 5,000,000 shares of Wasatch. Said stock shall be duly
registered on the Stock Transfer Records of the Corporation and notice of such
transfer shall be transmitted to the Corporation's stock transfer agent.
4. MGT will have the sole responsibility and expense of plugging and
abandoning any xxxxx required by the regulatory authorities having
jurisdiction over the scheduled xxxxx.
5. MGT will give written notice to Wasatch of any recompletion
activities on the scheduled xxxxx and Wasatch shall have the option of
increasing its working interest, up to an additional fifty (50%) working
interest, on the terms and conditions as set forth in the written notice
(including an Authorization for Expense). Wasatch shall be deemed to have
waived its option, if it does not respond to the written notice within fifteen
(15) business days of the date of such written notice, or shall give written
notice of its acceptance on the terms and conditions set forth in the written
notice with fifteen (15) days of the date of such written notice.
6. Parties agree that MGT shall not divest itself of at least twenty
five (25%) percent working interest in the scheduled xxxxx, unless and until,
it has given written notice to Wasatch of its intent to do so.
7. Wasatch and MGT agree at the request of the other party to provide
corporate resolutions to implement the agreements contained herein.
8. That any disputes that may arise as a result of the covenants
contained herein shall be submitted to the appropriate United States District
Court for the State of Utah.
9. That an executed facsimile transmission by either of the parties
shall be effective to bind that party, provided, that the executed originals
are sent by overnight courier no later than the day following the transmission
by facsimile.
EXECUTED THIS 20th day of November 1996.
MOUNTAINEER GAS TRANSMISSION, INC.
By: /S/ Xxxxxx Xxxxx, President
WASATCH PHARMACEUTICAL, INC.
By: /S/ Xxxx X. Xxxxxx, President
EXHIBIT "A"
WELL NAME API NO.
--------- -------
1. Xxxxx #2 47-073-1830
2. Ball #1A 00-000-0000
4. Xxxxxx #1 47-073-1819
5. Xxxxxx #2 47-073-1941
6. Xxxxxxxxxx #1 47-073-1755
7. Xxxxxxxxxx #3 47-073-1949
8. Xxxxx #1 47-085-5928
10. Chichester #1X 00-000-0000
12. Xxxxxxx #2 47-073-1824
13. Xxxxxxx #3 47-073-1829
14. Xxxxxxx #4 47-073-1881
15. Xxxxxxx #2 47-073-1807
16. Xxxxxxx #3 47-073-1795
17. Xxxxxxx #4 47-073-1796
18. Xxxxxxx #6 47-073-1794
19. Xxxxxxx #7 47-073-1801
20. X. Xxxxxxxx 00-000-0000
21. Xxxxxxx #2 47-073-1820
22. Xxxxxxx #3 47-073-1846
23. Xxxxx #1 47-107-1133
24. Xxxxx #2 47-107-1134
25. Fell Heirs #1 47-073-1095
27. X. Xxxxx #1 47-073-1841
28. Green #1 47-073-1725
29. Green #5 47-073-1833
30. Xxxxxxx #1 47-073-1754
31. Xxxxxxx #10 47-085-6569
32. Xxxxxxx #13 47-085-6560
33. Xxxxxxx #1X 00-000-0000
34. Xxxxxxx #20 47-085-5868
35. Xxxxxxx #3 47-085-6248
36. Xxxxxxx #4 47-085-5642
37. Xxxxxxx #6 47-085-6346
38. Xxxxxxx #7 47-085-6545
40. X. Xxxxxx #1 47-073-1784
41. X. Xxxxxx #2 47-073-1828
42. X. Xxxxxxx #1 47-073-1782
43. Xxxxxxx #1 47-085-6636
44. Mees #1 47-073-1435
45. Mees #2 47-073-2010
46. Xxxxxx #1 47-107-1132
47. X. Xxxxxxxx #1 47-107-1140
48. Xxxxxx #1 47-073-1785
49. Sharp #7 47-107-1131
50. Xxxxxxxxx #1 47-073-1785
51. Xxxxxxxxx #2 47-073-1811
52. Xxxxxxxxxx #1 47-073-1919
53. Nay #1 47-085-5858
54. Xxxxxxxx #2 47-073-1638
55. Xxxxxxx #1 47-085-6648
