Exhibit 10.4
NEW CENTURY ENERGY CORP.
0000 XXX XXXXXX, XXXXX 000
XXXXXXX, XXXXX 00000
OFFICE 000-000-0000 -- FAX 000-000-0000
October 6, 2006
Via Facsimile (000)000-0000
Xx. Xxxxxxxx Westgarde
Aquatic Cellulose International Corporation
Suite #5, 2504 43rd St.
Xxxxxx, British Columbia VlT 6Ll
Re: Agreement Regarding the Purchase and Sale of Aquatic's Interest
in the Xxxxx Field
Dear Mr. Westgarde:
This purpose of this agreement is to confirm and state the agreement
between New Century Energy Corp. ("New Century"), Century Resources ,Inc.
("Century Resources,) and Aquatic Cellulose International Corporation
("Aquatic") with respect to purchase the and sale of all of Aquatic's interests
in the Xxxxx Field, as defined in the attached Assignment.
1. Aquatic shall, on or before October 10, 2006,transfer and convey
all of its right, title and interest in and to the Xxxxx Field
to New Century by executing and returning the Assignment
attached hereto as Exhibit A.
2. Upon receipt of an executed copy of the Assignment, and
conditioned upon Aquatic not having previously transferred,
mortgaged or otherwise encumbered the interest in the Xxxxx
Field which it is assigning to Century Resources, New Century
shall, within two business days:
(a) pay Aquatic the sum of $300,000.00 (USD) by wire
transfer to the following account:
Aquatic Cellulose International Corporation
Xxxxx Fargo Bank
000 Xxxxxxxx Xx.
Xxxx, Xxxxxx 00000
Routing Number: xxxxxxxxx
Account Number: xxxxxxxxxxx
; and
(b) execute and forward by express delivery a copy of
Exhibit "B" in order to evidence the reduction in the
entitlement to shares by New Century.
3. Each party acknowledges that it is entering into this agreement of
its own choosing and that no one has exercised any undue duress, coercion or
influence upon it. Further, each party acknowledges that this instrument is the
product of free choice and that it has conducted a substantial independent
investigation into the underlying facts and circumstances and that it, and its
counsel, are satisfied with such investigation. Each Party acknowledges that he
or it has hired independent attorneys, professionals and experts to advise them
in this matter and that they are not relying upon any representation of any
other party in choosing to enter into this agreement.
4. This agreement shall be governed by the laws of the State of Texas.
In order to confirm Aquatic's agreement to these terms, please execute
below where indicated.
NEW CENTURY ENERGY CORP. and
CENTURY RESOURCES, INC.
By: /s/ Xxxxxx X. XxXxxxxxx
Name: Xxxxxx X. XxXxxxxxx
Title: President
AGREED:
AQUATIC CELLULOSE INTERNATIONAL CORPORATION
By /s/ Sheridan B. Westgarde
Name: Xx. Xxxxxxxx Westgarde
Title: President
