[Isramco Letterhead Omitted]
January 16, 1997
Xx. Xxxxx Xxxx
N.I.R. Resources, Inc.
Shavit House, 0 Xxxxx Xxxxxxxxxx Xx.
Xxx Xxxx XXXXXX 00000
Dear Xx. Xxxx:
This letter is written to set forth our agreement for Isramco, Inc. ("Isramco")
to purchase 100% Membership Interest and 100% After Payout Percentage in Xxx
Petroleum, L.L.C. ("LLC") from N.I.R Resources, Inc.
The purchase price and Membership Interest are as follows:
Name Membership Interest Purchase Price Allocation
---- ------------------- -------------------------
N.I.R. Resources, Inc. 50% $677,500
Isramco will wire transfer the monies to N.I.R. Resources, Inc.'s Account No.
101-8045711, ABA No. 000000000, Norwest Bank of Denver, N.A. on or before
February 3, to be immediately disbursed as set forth above in accordance with
this Agreement. Effective upon receipt of these monies, N.I.R. Resources, Inc.
will assign all of its right, title and interest in the LLC to Isramco. Xxxxxxx
agrees to become a Member of the LLC and to be bound by and comply with the
Regulations of the LLC, a copy of which I have reviewed. The effective date of
this transaction is February 3, 1997.
N.I.R. Resources, Inc. represents and warrants to Isramco that its interest it
is assigning in the LLC is free and clear of any liens. This Agreement may be
signed in counterparts. If the foregoing represents your understanding, please
sign in the space provided.
Sincerely,
ISRAMCO, Inc.
By: /S/ X. XXXX
-------------------------------------
Title: /S/ G.M.
---------------------------------
Isramco Inc., Israel Branch, Shavit House,
0 Xxxxx Xxxxxxxxxx Xx., Xxx-Xxxx 69174
Tel: 000-0-0000000 - Fax: 000-0-0000000
Accepted and Agreed to this 23 day of January , 1997.
---- -------
N.I.R. Resources, Inc.
By: /S/ X. XXXX By: /S/ XXXXXX XXXXXX
----------------------------- ------------------------------
Xxxxx Xxxx, President Xxxxxx Xxxxxx, Chairman
