EXHIBIT 10-2
LEASE ASSIGNMENT AGREEMENT
THE STATE OF TEXAS )(
){ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF XXXXXXX )(
WHEREAS, XXXXX X. XXXXX, whose address is 0000 Xxxxxxxx Xxxxx Xxxxx,
Xxxxxx, Xxxxx 00000, is named as Lessee in those certain Oil and Gas Leases
described in Exhibit "A" attached hereto, said Oil and Gas Leases covering
1,571-5 acres, more or less in Xxxxxxx County, Texas, and being more
particularly described as follows:
TRACT ONE: Being all of the XXXXX X. XXXXX SURVEY No, 15, Abstract No.
56, Xxxxxxx County, Texas, containing approximately 801.26 acres, more
or less, and being a part of that certain land described in a Deed
dated July 15, 0000, Xxxxx Xxxxx, Xx., et al to Xxxxxx Xxxx Xxxxx, as
recorded in Volume 70, Page 209, Deed Records of Xxxxxxx County, Texas;
and
TRACT TWO: Being all of the XXXXX X. XXXXX SURVEY No. 16, Abstract No.
57, Xxxxxxx County, Texas, containing approximately 770.24 acres, more
or less, and being the same land described in that certain Deed dated
July 15, 0000, Xxxxx Xxxxx, Xx., et al to Xxxxxx Xxxx Xxxxx, as
recorded in Volume 70, Page 211, Deed Records of Xxxxxxx County,
Texas,-
AND WHEREAS, the said XXXXX X. XXXXX, is desirous of assigning,
selling, transferring and conveying unto PETROGEN, INC., a Colorado Corporation,
whose address is 000 X. 00xx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X000, all of his
interest in and to the above leases, reserving unto himself, and his heirs and
assigns an overriding royalty interest equal to two and one-half percent (2.5%)
of eight-eighths;
NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS: That I, XXXXX X. XXXXX
(hereinafter referred to as "ASSIGNOR"), in consideration of Ten Dollars
($10.00) and other valuable consideration paid by PETROGEN, INC. (hereinafter
referred to as "ASSIGNEE"), and in consideration of the further sums of (a) a
floating charge debenture of issue date May 20, 2002, issued by Assignee in the
name of Assignor in. the aggregate amount of $75,000.00(US) bearing interest at
15% per annum, with principal and interest coming due on or before May 20 ,
2003; and (b) the issuance of 75,000 shares of the common stock of Assignor, the
receipt of which is hereby acknowledged, have Granted, Sold, Transferred and
Assigned and by these presents do Grant, Sell, Transfer, and Assign unto
ASSIGNEE, subject to the exceptions and reservations set forth below, all of my
undivided interest in and to the above described Oil and Gas Leases.
As further consideration for this Assignment, ASSIGNEE agrees to
indemnify, defend and hold ASSIGNOR and his property free and harmless from all
claims, liability, loss, damages or expense arising under the leases, resulting
from ASSIGNEE'S performance under this Assignment, ASSIGNEE'S occupation of any
part of the real property covered thereby, the exploration for or extraction by
ASSIGNEE of any oil, gas or other hydrocarbon substances, and/or the plugging
and abandoning of any xxxxx hereafter located thereon.
Absent the express written acceptance by ASSIGNOR, no release and
surrender shall in any way re-assign to ASSIGNOR, or act to relieve ASSIGNEE, in
whole or in part, of any of ASSIGNEE'S obligations owing by virtue of this
Assignment, under the above Oil and Gas Leases, or under the rules and
regulations of the State of Texas and/or the Texas Railroad Commission prior to
or as of the date of surrender, including but not limited to the obligation of
ASSIGNEE to plug and abandon any xxxxx and to conduct clean up operations on the
lands covered by this Assignment-Assignor reserves unto himself, his heirs and
assigns, an overriding royalty (free and clear of all costs and expenses
whatsoever of exploring, developing, and operating, and except for ad valorem
taxes, gross production taxes, severance taxes, and other taxes levied upon such
overriding royalty or the production attributable thereto) equal to two and
one-half percent (2.5%) of eight-eighths (8/8ths) of all the oil, gas and other
minerals that may be produced, saved and marketed under and by virtue of the oil
and gas leases described in Exhibit "A" attached hereto; provided however, that
if such leases cover less than the entire mineral fee estate in and under the
lands which are described in such leases, the overriding royalty interest herein
reserved shall be proportionately reduced.
It is understood and agreed that this assignment is made without any
warranty, express or implied whatsoever, EXCEPT THAT Assignor does expressly
warrant that the interests transferred are free of all liens and security
interests created by Assignor and that Assignor has the right to execute this
Assignment without the joinder or consent of any other person.
It is understood and agreed that Assignee shall be solely responsible
for all bonus money, royalties, including overriding royalties, and delay
rentals that are now or hereafter become due and payable. It is further
understood and agreed that this agreement shall inure to the benefit of and be
binding upon the heirs, executors, representatives, successors and assigns of
Assignor and Assignee .
This Lease Assignment Agreement is also subject to the terms and
conditions set forth in the Addendum attached hereto as Exhibit "B".
Executed this 20th DAY OF MAY, 2002.
ASSIGNOR:
/s/ XXXXX X. XXXXX
---------------------------
Xxxxx X. Xxxxx
ACCEPTED AS SET FORTH ABOVE:
PETROGEN, INC.
BY: /s/XXXXX XXXXXXXX
------------------------
ITS: President
THE STATE OF TEXAS ss.
ss.
COUNTY OF TRAVIS ss.
This instrument was acknowledged before me on the 22 day of May, 2002, by Xxxxx
X. Xxxxx.
Notary's commission expires: /s/ XXXXXX X. XXXXXXX
------------------------------
NOTARY PUBLIC, State of Texas
Notary's name (printed):
------------------------------
[Notary Seal Goes Here]
Xxxxxx X. Xxxxxxx
Notary Public
State of Texas
Comm. Exp. 05-08-2005
ss.
ss.
ss.
This instrument was acknowledged before me on the 23 day of May, 2002, by
Xxxxx Xxxxxxxx, President of Petrogen, Inc., a Colorado Corporation, on behalf
of said corporation.
Notary's commision
expires: /s/ XXXXXX X XXXXXX
----------------------
On death or dishonor NOTARY PUBLIC
-------------------------- Notary's name (printed):
XXXXXX X XXXXXX
BARRISTER & SOLICITOR
SUITE 0000-000 XXXX XXXXXXXX XXXXXX
XXXXXXXXX, X.X.
X0X 0X0
EXHIBIT "A"
Oil and Gas Leases
1. Oil and Gas Lease from Xxxx Xx Xxxxxx to Xxxxx X. Xxxxx dated
October 10, 2001.
2. Oil and Gas Lease from Xxxxx Xxxxxxxxx to Xxxxx X. Xxxxx dated
October 8,2001.
3. Oil and Gas Lease from Xxxxxx X. Xxxxxxx to Xxxxx X. Xxxxx dated
October 15, 2001.
4. Oil and Gas Lease from Xxx Xxxxx Xxxxxxxx to Xxxxx X. Xxxxx dated
October 15, 2001.
5. Oil and Gas Lease from Xxxxxxxx X. Xxxxxxxxx to Xxxxx X. Xxxxx dated
October 15, 2001.
6. Oil and Gas Lease from Xxxxxx Xxx Xxxxxxx to Xxxxx X. Xxxxx dated
October 23, 2001.
7. Oil and Gas Lease from Prank X. Xxxxxxx to Xxxxx X. Xxxxx dated
October 30, 2001.
8. Oil and Gas Lease from Xxxxxxx X. Xxxx to Xxxxx X. Xxxxx dated
October 2 3r 2001.
9. Oil and Gas Lease from Xxxxx Xxxxx to Xxxxx X. Xxxxx dated October
24, 2001.
10. Oil and Gas Lease from Xxxxx Wecheta to Xxxxx X. Xxxxx dated
October 24, 2001.
11. Oil and Gas Lease from Xxxxxxx X. Xxxxxxx Xxxxx X. Xxxxx dated
October 2, 2001.
12. Oil and Gas Lease from Xxxxxx Xxx Xxxxxxx to Xxxxx X. Xxxxx dated
October 29, 2001.
13. Oil and Gas Lease from Xxxxxxx X. Xxxxxx to Xxxxx X. Xxxxx dated
October 31, 2001.
14. Oil and Gas Lease from Estate of Xxxxx X. Xxxxx, Deceased, by and
through Xxxxxxx X. Xxxxx,, Sr., and Xxxxxx Xxxxxxx, Independent Co-Executor s,
to Xxxxx X. Xxxxx dated October 31, 2001.
EXHIBIT B
Addendum to Lease Assignment Agreement
For a period of five (5) years from the latest expiration date of the
leases herein assigned, it is further understood and agreed that Assignee shall
assign to Assignor the same 2.5% overriding royalty as is described above under
any and all oil and gas leases acquired by Assignee or in which Assignee
acquires an interest, and which cover all or any portion of the above described
lands, lands lying adjacent thereto, and/or lands located on Matagorda Island.
Assignee has up to ninety (90) days from the date hereof to pay the
Lessors named in the Exhibit "A" leases the bonus money due thereon in the
amount of $30.00{US) per acre, for an aggregate amount of $47,145.00. If the
bonus money is not timely paid, then in the absence of any other agreement and
at the Assignor's request, the leases will be reassigned to Assignor free and
clear of any additional burdens or encumbrances.
In the event that Assignee does not timely pay the bonus money
described above, then in the absence of any other agreement the floating charge
debenture issued as part of the consideration for this Agreement will be
cancelled upon receipt by Assignor of $15,000(US) paid by Assignee as a back-out
penalty.
Assignor agrees to provide Assignee with all information in Assignor's
possession regarding the Exhibit "A" leases and the property described therein,
and to cooperate with Assignee in the conduct of its due diligence and
development of the property and leases.
Assignor and Assignee agree to employ good faith, due diligence and
best efforts in the performance of this Agreement, and to execute such other
documents as may be reasonably required to confirm the agreement of the parties
and to obtain the mutual benefits contemplated by this Agreement.
