AGREEMENT
Exhibit 10.2
AGREEMENT
This
Agreement, (“Agreement”)
is
entered into June 6, 2007, by and between Texhoma Energy, Inc. (the
“Company”
and
Xxxxxx Oil & Gas Limited (“Xxxxxx”),
each
individually a “Party”
and
collectively the “Parties.”
W I T N E S S E T H:
WHEREAS,
the
Company owes Xxxxxx $493,643.77, not including any accrued and unpaid interest,
which is evidenced by a Promissory Note entered into with Xxxxxx on October
19,
2006, which is attached hereto as Exhibit
A
(the
“Note”);
and
WHEREAS,
the
Company does not currently have sufficient funds to repay the Note, and Xxxxxx
has agreed to enter into this Agreement to provide that the Company is not
required to pay or accrue any interest on the Note for the period of one (1)
year from the date of this Agreement.
NOW,
THEREFORE,
in
consideration for the promises and pledges contained below and other good and
valuable consideration, which consideration the Parties acknowledge receipt
of,
and the premises and the mutual covenants, agreements, and considerations herein
contained, the Parties hereto agree as follows:
1. Stand
Still of Note Principal and Interest.
The
Parties agree that the Note shall not accrue any interest for the period of
one
(1) year from the date of this Agreement, and that no previously accrued
interest or principal owing on the Note shall be required to be paid by the
Company for the period of one (1) year following the date of this
Agreement.
|
Following
the expiration of one (1) year from the date of this Agreement, the
Note
shall continue to accrue interest until paid in full by the Company
(and/or until converted into shares of the Company’s common stock by
Xxxxxx) and shall be payable to Xxxxxx pursuant to the
Note.
|
2.
Miscellaneous.
|
(a)
|
Assignment.
All of the terms, provisions and conditions of this Agreement 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.
|
|
(b)
|
Applicable
Law.
This Agreement shall be construed in accordance with and governed
by the
laws of the State of Texas, excluding any provision of this Agreement
which would require the use of the laws of any other
jurisdiction.
|
|
(c)
|
Entire
Agreement, Amendments and Waivers.
This Agreement constitutes the entire agreement of the Parties
hereto and
expressly supersedes all prior and contemporaneous understandings
and
commitments, whether written or oral, with respect to the subject
matter
hereof. No variations, modifications,
|
|
changes
or extensions of this Agreement or any other terms hereof shall
be binding
upon any Party hereto unless set forth in a document duly executed
by such
Party or an authorized agent or such Party.
|
|
|
(d)
|
Waiver.
No
failure on the part of any Party to enforce any provisions of this
Agreement will act as a waiver of the right to enforce that
provision.
|
|
(e)
|
Section
Headings.
Section headings are for convenience only and shall not define
or limit
the provisions of this Agreement.
|
|
(f)
|
Effect
of Facsimile and Photocopied Signatures.
This Agreement may be executed in several counterparts, each of
which is
an original. It shall not be necessary in making proof of this
Agreement
or any counterpart hereof to produce or account for any of the
other
counterparts. A copy of this Agreement signed by one Party and
faxed to
another Party shall be deemed to have been executed and delivered
by the
signing Party as though an original. A photocopy of this Agreement
shall
be effective as an original for all
purposes.
|
This
Agreement has been executed by the Parties on the date first written
above.
Texhoma
Energy, Inc.
/s/
Xxxxxx Xxxxx
Xxxxxx
Xxxxx
Chief
Executive Officer
Xxxxxx
Oil & Gas Limited
/s/
Xxxxx X. Xxxxxx
Xxxxx
X. Xxxxxx
Chief
Executive Officer
