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EXHIBIT 2
OPTION TO ACQUIRE THE OUTSTANDING STOCK OF
XXXXXXXX OIL COMPANY, INC.
JANUARY 1, 1998
THIS AGREEMENT is made by and between AZ CAPITAL, INC., hereinafter
sometimes referred to as "AZ", a corporation organized under the laws of the
State of Texas, and UNICORP, INC., hereinafter sometimes referred to as
"Unicorp", a corporation organized under the laws of the State of Nevada.
WHEREAS, Unicorp desires to sell to AZ all of the issued and
outstanding shares of stock of Xxxxxxxx Oil Company, Inc., and AZ desires to
purchase all of the outstanding shares of stock of Xxxxxxxx Oil Company, Inc.,
hereinafter sometimes referred to as "Xxxxxxxx", from Unicorp; and
WHEREAS, AZ has not been provided with sufficient information to
complete its due diligence concerning the financial and operating condition of
Xxxxxxxx; and
WHEREAS, the parties hereto desire that Unicorp grant to AZ an option
to purchase all of the outstanding shares of stock of Xxxxxxxx under the terms,
conditions and agreements set forth in this Agreement.
THEREFORE, for and in consideration of the mutual covenants,
agreements, representations, and warranties contained in this Agreement, the
parties hereto agree as follows:
1. Unicorp hereby grants to AZ, a period of sixty (60) days to complete
its due diligence so as to determine its willingness to consummate the purchase
contemplated herein.
2. Unicorp hereby grants and assigns unto AZ, its successors and assigns,
an option to purchase all of the issued and outstanding shares of stock of
Xxxxxxxx.
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3. The term of option granted to AZ shall be for such period of time as
shall begin as of the effective date hereof and expire on March 1, 1998, at
5:00 O'clock P.M. in Houston, Xxxxxx County, Texas, USA AZ shall have until
the expiration of said term to complete its due diligence and to present a
purchase offer in writing at the offices of Unicorp, Inc. at 000 Xxxxxx, Xxxxx
0000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000.
4. Upon receipt of the offer from AZ referred to in Paragraph 2 above,
Unicorp shall have until March 15, 1998, at 5:00 O'clock P.M. in Houston,
Xxxxxx County, Texas, USA to accept or reject the offer received from AZ, by
giving written response to such offer to AZ at the offices of AZ at 0000 Xxxx
Xxx Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxx Xxxxxx, Xxxxx 00000. Should Unicorp
not respond to such offer by the expiration of its term to respond, then it
shall be conclusively deemed that Unicorp has accepted the purchase offer as
submitted by AZ.
5. As consideration for this offer, without regard to whether or not AZ
submits an offer to purchase, or whether or not AZ's offer is accepted by
Unicorp, or whether or not AZ does in fact purchase Xxxxxxxx from Unicorp, AZ
does hereby agree to convey to Unicorp eight hundred seventy one thousand
(871,000) Class A Common Shares of AZ and eight hundred seventy one thousand
(871,000) Class B Common Shares of AZ, the receipt and sufficiency of which is
hereby agreed to by all parties.
6. AZ and Unicorp each hereby represent and warrant to the other that
neither party has employed any broker or finder in connection with this Option
Agreement, and agree to hold the other party harmless against any claim of any
such broker or finder by virtue of any alleged agreement with such party
hereto.
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7. All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have been duly given on
the date of service if served personally on the party to whom notice is to be
given, or on the third day after mailing if mailed to the party to whom notice
is to be given, by first class mail, registered or certified, postage prepaid,
and properly addressed as follows:
To AZ:
Attention: Xx. Xxx X. Xxxxxxx
0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
To Unicorp:
Attention: L. Xxxxxx Xxxxxxxxx
Chase Bank Tower
000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Any party may change its address for purposes of this paragraph by
giving the other parties written notice of the new address in the manner set
forth above. Notwithstanding anything contained in this paragraph to the
contrary, the notice of exercise of option shall be deemed timely if deposited
in the United States mail, first class mail, registered or certified, postage
prepaid, and properly addressed, on or before the expiration of the above
referenced term, or if served personally on or before the expiration of said
term.
8. AZ shall have the right to assign this Option Agreement by giving
notice of such Assignment to Unicorp in accordance with the provisions of
Paragraph 7 hereof.
9. This Agreement shall be construed, in accordance with, and governed
by, the laws of the State of Texas.
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EXECUTED in Houston, Texas effective the 1st day of January, 1998.
AZ CAPITAL INC.
BY: /s/ Xxx X. Xxxxxxx
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XXX X. XXXXXXX, Chairman of the Board
UNICORP INC.
BY: /s/ L. Xxxxxx Xxxxxxxxx XX
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L. XXXXXX XXXXXXXXX, President
