Exhibit 10.5
FIRST AMENDMENT OF PURCHASE AND SALE & EXPLORATION AGREEMENT
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THIS AGREEMENT is made and entered into effective the 1st day of January 2005,
by and between NEW CENTURY ENERGY CORP. a Colorado corporation, successor to
CENTURY RESOURCES, INC., , maintaining offices at 0000 Xxx Xxxxxx Xxxxx 000,
Xxxxxxx ,Xxxxx 00000 , herein referred to as "New Century" and AQUATIC CELLULOSE
INTERNATIONAL CORPOPRATION, a Nevada corporation, with offices at 2504-43rd
Street Suite 5, Vernon, B.C. Canada, VIT 6L1, herein after referred to as
"Aquatic".
WITNESSETH
WHEREAS, New Century and Aquatic are parties to that certain PURCHASE AND
SALE & EXPLORATION AGREEMENT , herein referred to as "Exploration Agreement"
,dated effective March 1, 2004 and
WHEREAS, New Century and Aquatic desire to amend the Exploration Agreement
in accordance with the following provisions hereof; and
NOW, THEREFORE, in consideration of the mutual covenants and obligations
contained in the Exploration Agreement and herein, New Century and Aquatic
hereby amend the Exploration Agreement as follows:
ARTICLE I.
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The Exploration Agreement is amended by deletion of the first two paragraphs
following the section heading II. OPTION ON NEW PROJECTS AND EXPLORATION
DRILLING PARTICIPATION, on page 4, and by insertion of the following:
"Subject to and in accordance with the terms, provisions and conditions set
forth in this Agreement, Aquatic shall have an exclusive - transferable right,(
transferable upon written consent of New Century, which consent cannot be
unreasonably withheld), but not the obligation, to participate with New Century
in new drilling prospects on a limited basis as follows:
a. By acquiring up to seventy-five percent (75%) working interest in up
to two (2) new drilling (exploration or development drilling)
prospects in Wharton or Xxxxxxx Counties, Texas developed by New
Century under the Viking International 3D Agreement. It is understood
that upon Aquatics written notification of election to participate in
drilling the selected prospects, the parties shall execute a
Participation and Joint Operating Agreement governing all operations
and activities on the prospect area, naming New Century Energy Corp as
Operator and Aquatic or its assign as Non-Operator. The parties shall
further execute such other instruments and or documents as Aquatic may
reasonably request of New Century to consummate and evidence the
transaction..
b. By acquiring up to fifty percent (50%) working interest to participate
in the drilling of the initial test well on oil and gas leases
comprising the twenty five acre Xxxxx Xxxxxxxx tract in the Xxxxxxx
Xxxxxx Survey in Xxxxxx Xxxxxx, Xxxxx (Xxxxxxxxxx Xxxx Xxxxx Xxxx). If
Aquatic does not elect to participate in the initial well on the
Xxxxxxxx tract, they will forfeit the right to participate in any
subsequent xxxxx proposed or drilled on the Xxxxxxxx tract by New
Century.
Aquatic will have the option to participate in these two project areas on a non-
promoted basis, subject only to existing leasehold burdens or back-in interest
or overrides reserved by Viking International under the Viking 3D Agreement.
Aquatic will pay its pro-rata share of project expenses. If Aquatic elects in
writing at its sole discretion, to participate in any of these prospects,
Aquatic will upon presentation of an invoice and within 10 days, reimburse New
Century for its pro-rata share of any third party expenses incurred by New
Century relating to the subject leases and project areas, including but not
limited to lease bonus payments, xxxxxxx and legal expenses, title expenses,
geological and geophysical expenses. Aquatic will make its election to
participate, on a prospect by prospect basis as they are presented to Aquatic by
new Century. Aquatic will exercise this preferential right of participation
within a period of 30 days are receipt of notice and detailed project
information, including 3D seismic information from new Century as each prospect
is presented, OR a shorter time period- if a time period less than 30 days has
been imposed on New Century by a third party or mineral owner. New Century will
provide such prospect project information to Aquatic prior to the expiration of
the term of this agreement. (See Article IV below)
If Aquatic declines to participate or rejects any individual prospect , within
the allotted time period to respond, then New Century shall own the project or
prospect free and clear of this Agreement, and Century shall have the right to
market same to third parties without further obligation to Aquatic. "
ARTICLE I I.
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The Exploration Agreement is amended by deletion under the section heading A.
PROJECT AREAS., on page 4. all of SUB PARAGRAPHS C.; D.; AND E.
ARTICLE III.
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The Exploration Agreement is amended by deletion of the paragraph following the
section heading B. STOCK CONSIDERATION FOR THIS OPTION ON NEW PROJECTS AND
EXPLORATION DRILLING PARTICIPATION, on page 4, and by insertion of the
following:
" As partial consideration hereunder, Aquatic shall deliver to New Century
shares in Aquatic Cellulose International Corporation, as detailed on Exhibit
"C" attached to and made a part of this Agreement."
ARTICLE IV.
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The Exploration Agreement is amended by deletion of the following under
section heading
C. GENERAL PROVISIONS, 3. TERM. on page 5, and by insertion of the
following:
3. "Term. The term of the Agreement shall be for a period of one (1) year
beginning on January 1, 2005 and ending on December 31, 2005. If
Aquatic fails to exercise its right to participate in any prospects
under SECTION II OPTION ON NEW PROJECTS AND EXPLORATION DRILLING
PARTICIPATION - ARTICLE I on page 4., this right to participate will
automatically terminate on the earlier of the following, the date
Aquatic elects in writing not to participate in the drilling prospects
or December 31, 2005, which ever is earlier. Upon termination of this
Agreement there will be no further obligations or liabilities on the
part of either party, except for existing obligations under the
Operating Agreement or for prospects and properties jointly owned, or
any work or drilling in progress as of said termination date. Aquatic
at its sole discretion may at any time terminate this Agreement by
delivering written notice to New Century of Aquatic's election to
terminate this Agreement, whereupon this Agreement will terminate
without further obligation or liabilities on the part of New Century
or Aquatic, except those obligation for any work in progress, and for
those obligation set forth in the Operating Agreement."
ARTICLE V.
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The Exploration Agreement is amended by deletion of EXHIBIT "A-1" in its
entirety.
ARTICLE VI.
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The Exploration Agreement is amended by deletion of the shares allocated to
XXXXXX X. XXXXXXXXX ..... 3.45 MILLION/ (15%) CONTAINED IN EXHIBIT "C" and by
the insertion of the following:
NEW CENTURY ENERGY CORP.---------------------------------------1.725 MILLION/
(7.5%)
ARTICLE VII
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Except as expressly modified by this Amendment, the terms and conditions of the
Purchase and Sale & Exploration Agreement shall remain in full force and effect.
All of the terms, provisions and conditions of this First Amendment shall be
binding upon and shall inure to the benefit of and be enforceable by the parties
hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in the
spaces provided below.
CENTURY RESOURCES, INC. NEW CENTURY ENERGY CORP.
By: /s/ Xxxxxx X. XxXxxxxxx By: /s/ Xxxxxx X. XxXxxxxxx
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XXXXXX X. XxXXXXXXX XXXXXX X. XxXXXXXXX
President PRESIDENT & CEO
AQUATIC CELLULOSE INTERNATIONAL CORP.
By: /s/ Sheridan Westgarde
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SHERIDAN WESTGARDE
President and CEO
