ASSIGNMENT AGREEMENT
EXHIBIT 10.2
THIS ASSIGNMENT AGREEMENT (this “Agreement”) is entered into as of February 19, 2013, by and between Janus Resources, Inc. (formerly Entheos Technologies, Inc.) (“Janus”) a Nevada corporation with a principal place of business located at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and Millennium Petro-Physics, Inc. (“Millennium”) a Texas corporation with a principal place of business located at 000 Xxxxxxx Xxxxxx, 600 Leopard Street, 000 Xxxxxxxx, Xxxxx 0000, Xxxxxx Xxxxxxx, Xxxxx 00000. Janus and Millennium may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”
RECITALS:
WHEREAS, on September 1, 2008, Bayshore Exploration L.L.C., a Texas limited liability company, assigned a 21.75% of 8/8ths working interest and a 16.3125% of 8/8th net revenue interst to Janus to the Xxxxx #6 Well located in La Salle County, Texas (the “Xxxxx Well”) as further set forth on Exhibit A hereto;
WHEREAS, Janus desires to assign its interest in the Xxxxx Well to Millennium, and Millennium desires to accept the assignment of the Xxxxx Well from Janus, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency are hereby acknowledged by the Parties, the Parties hereby agree as follows:
6. Payment. As payment for the assignment of the Xxxxx Well, Millennium shall pay to Janus the sum of $3,000 (the “Payment Amount”) by check or bank wire.
7. Assignment. Within five (5) business days of Janus’s receipt of the Payment Amount, Janus shall forward an executed Assignment and Xxxx of Sale, substantially in the form of Appendix A hereto, conveying Janus’ interests in the Xxxxx Well to Millennium, Millennium shall forward to Janus. It is understood and agreed by the Parties that the interest in the Xxxxx Well to be assigned in and to the Xxxxx Well shall be made on an “as-is, where-is” basis and Janus expressly disclaims any warranty of any kind.
8. Warranty Disclaimer. Janus makes no warranty of title, express or implied, with respect to the Xxxxx Well or any leasehold or other right(s) acquired hereunder. Millennium’s interest in and to the Xxxxx Well will be acquired on an “as-is, where-is” basis.
9. Entire Agreement. This Agreement constitutes the entire agreement by and between Janus and Millennium and may not be altered or amended except in writing signed by both Parties.
10. Governing Law. This Agreement shall be governed by the laws of the State of New York.
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