EXHIBIT 10.1
AGREEMENT
This contracted dated October 23, 1998, is by and between GEOPHYSICAL de
MEXICO ("GdM") and SEISMIC INTERNATIONAL ("INTERNATIONAL"). For and in
consideration of the mutual promises and covenants contained within this
agreement, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. GdM is interested in the development of certain property located
within the boundaries of the grid area location ("Area") identified on
Exhibits on "A" and "B" to this Agreement. In order to facilitate development
of the Area, GdM desires to obtain an interpretive map or maps and related
information which may be used to evaluate the potential for potable water
supplies beneath the Area.
2. INTERNATIONAL agrees to obtain, through a 3-D seismic survey, a
detailed interpretive map or maps and related information, and provide to GdM
such interpretive map or maps and related information for ▇▇▇▇▇ ▇, to the
extent Level 3 lies beneath the grid area described on Exhibits "A" and "B".
The detailed map(s) and related information will be interpretive in nature and
will depict the depth and extent of structural formations, permeability,
porosity and well location information to the extent any ▇▇▇▇▇ penetrate Level
3 within the boundaries of the grid area.
3. INTERNATIONAL acknowledges the receipt of FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00) from GdM as part consideration under this
Agreement. GdM agrees to pay INTERNATIONAL additional consideration of SEVEN
MILLION AND NO/100 DOLLARS ($7,000,000.00) on delivery to GdM of the detailed
map(s) and related information described above whether such map(s) and related
information show the existence of water bearing aquifers or not.
4. Should the 3-D seismic survey not be commenced within thirty (30)
days of the execution of this Agreement, or the detailed interpretive map(s)
and related information not be completed for any reason within seventy five
(75) days from the execution of this Agreement GdM shall not be obligated to
pay the additional consideration called for in this Agreement, and
INTERNATIONAL will be obligated to refund the entire FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($500,000.00) already received by INTERNATIONAL to GdM.
5. INTERNATIONAL may subcontract any and all work required to be
performed by INTERNATIONAL under this Agreement, as it deems necessary or
appropriate, but in so doing will remain solely liable to GdM to comply with
the terms of this Agreement, and GdM agrees to look solely to INTERNATIONAL
for compliance with the terms of this Agreement.
6. This instrument constitutes the entire agreement of the parties, and
this Agreement supercedes any prior oral or written agreements or
understandings concerning the subject matter of this Agreement. This
Agreement may not be amended, except by written instrument signed by all
parties, referring specifically to this Agreement.
7. This Agreement will be construed under the laws of the State of
Texas, and venue for any action in conjunction with this Agreement will be in
▇▇▇▇▇▇ County, Texas.
8. This Agreement inure to the benefit of the parties, their assigns,
successors, and representatives.
GEOPHYSICAL DE MEXICO
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
________________________________
Administrador Unico
Printed Name and Title
SEISMIC INTERNATIONAL
/s/ ▇▇▇ ▇. Helleisz
_________________________________
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