TERMINATION AGREEMENT
This Termination Agreement is entered into this the 11th day of February
1999, effective as of January 15, 1999, by and between Texstar Petroleum, Inc.,
a wholly owned subsidiary of Benz Energy Ltd. (the "Company"), Xxxxxx X. XxXxxxx
("XxXxxxx"), Xxxxxxx X. Xxxxxxxxx, Xx. ("Xxxxxxxxx") and Benz Energy Ltd., a
Yukon territories corporation ("Benz")
W I T N E S S E T H:
WHEREAS, the Company entered into an Employment Agreement with LaFlure
dated September 30, 1997, effective as of October 15, 1997, to which Employment
Agreement reference is hereby made; and
WHEREAS, Xxxxxxxxx executed a guaranty in favor of LaFlure guaranteeing
the payment of $1,500,000 less all forms of compensation actually received by
LaFlure under Paragraphs 3 and 4 of the Employment Agreement (other than any
overriding royalties received from the Partnership during the three years
LaFlure is employed by the Company) to which Guaranty reference is hereby made;
and
WHEREAS, Benz granted to LaFlure a Stock Option dated December 18, 1997
covering 300,000 shares of Benz common stock, to which Stock Option Agreement
reference is hereby made; and
WHEREAS, the Company desires to terminate LaFlure's employment without
cause; and
WHEREAS, the Company, LaFlure, Benz and Xxxxxxxxx desire to modify the
payment of the Agreed Liquidated Damages as set forth in Paragraph 15 of the
Employment Agreement, to which reference is hereby made; and
WHEREAS, Benz desires to grant to LaFlure a new Stock Option as hereinafter
set forth in lieu of the Stock Option for 300,000 shares of Benz dated December
18, 1997; and
WHEREAS, the parties hereto agree that Xxxxxxxxx'x personal Guaranty dated
October 15, 1997 effective as of September 15, 1997, will remain in full force
and effect; and
WHEREAS, the Company and Benz have requested LaFlure to resign all of his
positions with the Company and Benz except his position as a Director of the
Company and Benz upon the execution of this Termination Agreement.
NOW, THEREFORE, for and in consideration of the mutual benefits to be
gained by the performance hereof, the Company, LaFlure, Xxxxxxxxx and Benz do
hereby agree as follows:
1. RESIGNATION. Contemporaneously herewith, LaFlure shall execute a
resignation resigning all of his positions with the Company and Benz,
except as a Director of Benz and the Company in the form attached hereto
as Exhibit "A". In addition LaFlure shall execute an additional
Resignation as a Director of Benz in the form attached hereto as
Exhibit "A-1".
2. LIQUIDATED DAMAGES. Paragraph 15 of the Employment Agreement with respect
to the Agreed Liquidated Damages for termination of LaFlure's employment
without cause, is hereby amended as follows:
LaFlure is entitled to Agreed Liquidated Damages, and not as a penalty, in
the amount of $1,150,000 payable as follows:
1. Payments of $10,000 per month for 12 months commencing February 15,
1999;
2. Payment of $400,000 on January 15, 2000;
3. Payment of $200,000 on July 15, 2000; and
4. Payment of the Balance, as adjusted below, on January 15, 2001.
The remaining Agreed Liquidated Damages due on January 15, 2001 shall be
reduced by the difference between the Option Price under the new Option
Agreement for 500,000 shares of Benz common stock, $0.01 par value and
value of the aforesaid 500,000 Option Shares as of the date the payment of
the balance of
-2-
the Agreed Liquidated Damages. All cash payments payable to LaFlure
hereunder shall be reduced by applicable federal, state or local
withholding taxes. Notwithstanding anything herein contained to the
contrary, the unpaid Agreed Liquidated Damages hereinabove set forth
shall be immediately due and payable upon the occurrence of the following
events:
1. Merger of the Company and Benz with another domestic or foreign
corporation in which there is a substantial change of control of Benz.
A substantial change of control of Benz is defined on Exhibit "B"
attached hereto and made a part hereof.
2. Removal of Xxxxxxx X. Xxxxxxxxx, Xx. as Chief Executive Officer of
the Company and Benz.
3. Upon the filing of a voluntary or involuntary petition for bankruptcy
of either the Company or Benz under applicable federal bankruptcy
laws.
4. Failure of the Company to make any of the payments as hereinabove set
forth at the time such payments are due and payable. All past due
payments shall bear interest at the rate of ten percent (10%) per
annum from the date such payments are due and payable.
3. NEW STOCK OPTIONS. Contemporaneously herewith and in lieu of the Stock
Option referred to in Paragraph 4 of the Employment Agreement and the
Stock Option Agreement dated December 18, 1997 for 300,000 of Benz common
stock, Benz shall grant to LaFlure a new Stock Option Agreement for 500,000
of Benz common stock $0.01 par value in the form of Stock Option Agreement
attached hereto and marked Exhibit "C", and incorporated herein by
reference. Upon receipt of the new Stock Option Agreement LaFlure shall
execute a document terminating all of his rights and titles under the
Stock Option Agreement dated as of December 18, 1997.
4. DIRECTOR'S LIABILITY INSURANCE. So long as LaFlure continues to serve as a
Director of the Company and Benz, the Company shall continue to provide
LaFlure with the same Director's Liability Insurance provided to other
Directors.
-3-
The Company and Benz make no representation or warranty that LaFlure will
be nominated to serve as a Director at the next Annual Meeting of the
Shareholders nor is there any assurance that LaFlure will not be removed
as a Director of the Company or Benz by the Company's and Benz's
shareholders. Notwithstanding anything contained herein to the contrary,
in the event there is a change of the Board of Directors under the Encap
Agreement pursuant to which Xxxxxxx X. Xxxxxxxxx, Xx. has the right to
appoint one Director, LaFlure agrees to resign as a Director of either the
Company or Benz if requested by Xxxxxxx X. Xxxxxxxxx, Xx.
5. GUARANTY. Notwithstanding the terms and provisions of this Termination
Agreement, Xxxxxxxxx agrees and does hereby acknowledged that the Guaranty
Agreement dated October 15, 1997, effective as of September 15, 1997,
shall remain in full force and effect and Xxxxxxxxx joins herein for the
sole purpose of ratifying and reaffirming his obligation and guarantee
under the aforesaid Guaranty Agreement.
6. HEALTH INSURANCE. The Company agrees that at its sole cost and expense to
continue current health insurance coverage for LaFlure as required by
applicable law until January 15, 2000 and thereafter LaFlure shall have
the option, at his election, to continue to have health insurance
coverage under the Company's health insurance policies with cost of
continuing such health insurance coverage to be deducted from all cash
payment paid by the Company to LaFlure hereunder. The Company will
prepare and file all required COBRA notices.
7. MUTUAL RELEASES. Contemporaneously herewith the Company, LaFlure and Benz
have executed a Mutual Release in the form attached hereto and marked
Exhibit "D", and incorporated herein by reference.
8. CORPORATE RESOLUTION. Contemporaneously herewith the Company and Benz
will deliver to LaFlure a Certified Resolution of the Board of Directors
of the Company and Benz authorizing and approving this Termination
Agreement for and on behalf of the Company and Benz and as the act and
deed of the Company and Benz.
-4-
9. THIRD-PARTY APPROVAL. The Company and Benz warrant and represent that
they have obtained the required approval from certain lenders of the
Company and Benz and the Vancouver Stock Exchange prior to the execution
of this Termination Agreement.
10. PARTNERSHIP INTERESTS. The Company and Benz shall cause LGR Resources,
Limited, a Texas Limited Partnership to provide, within ninety (90) days
from the date hereof, a recordable assignment to LaFlure of his
overriding royalty partnership interest as a Generator and Limited
Partner with respect to the prospect identified on Exhibit "E" attached
hereto and made a part hereof, conveying to LaFlure his overriding
royalty partnership interest as set forth in the Limited Partnership
Agreement of LGR Resources, Limited, a Texas Limited Partnership dated
January 14, 1997.
11. JOINT PRESS RELEASE. The Company, Benz and LaFlure agree that any press
release concerning the termination of LaFlure's employment with the
Company shall be subject to the joint prior written approval of all
parties.
12. PERSONAL PROPERTY. The Company and Benz agree that LaFlure shall have the
right to remove all of his personal property from the Company's offices,
including one Dell Inspiron N. 3000 lap top computer.
13. EFFECT ON EMPLOYMENT AGREEMENT. Except as herein amended, and
notwithstanding anything herein contained to the contrary, the provisions
of Paragraphs 12, 13, 14, 16, and 18 of the Employment Agreement dated
September 30, 1997, effective as of October 15, 1997, shall remain in
full force and effect.
14. CONFLICT. In the event of any conflict between terms and provisions of
the Employment Agreement and this Termination Agreement, the terms and
provisions of this Termination Agreement shall govern and control.
-5-
IN WITNESS WHEREOF, the parties have executed this Termination Agreement
as the day first above written.
TEXSTAR PETROLEUM, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Title:
President and CEO
"COMPANY"
/s/ Xxxxxx X. XxXxxxx
-------------------------------------
XXXXXX X. XXXXXXX
"LAFLURE"
BENZ ENERGY LTD.
By /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Xxxxxxx X. Xxxxxxxxx, Xx.
Chairman and CEO
"BENZ"
/s/ Xxxxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Xxxxxxx X. Xxxxxxxxx, Xx.
Individually
"XXXXXXXXX"
-6-
EXHIBIT "A"
to
Termination Agreement
The Board of Directors of Texstar Petroleum, Inc.
and Benz Energy Ltd.
Gentlemen:
Please be advised I do hereby tender my resignation as President and as
a member of the Executive Committee and any other elected positions with
Texstar Petroleum, Inc. and Benz Energy Ltd. effective as of February 15,
1999, except I am not resigning as a Director of either Texstar Petroleum,
Inc. or Benz Energy Ltd.
I respectfully request that a copy of this resignation be included in
the Minutes of the Board of Directors of Texstar Petroleum, Inc. and Benz
Energy Ltd.
Very truly yours,
/s/ Xxxxxx X. XxXxxxx
-----------------------------------------
Xxxxxx X. XxXxxxx
Dated: February 11, 1999
-----------------
Per the execution
of the attached.
EXHIBIT "A-1"
February 15, 1999
Xx. Xxxxxxx X. Xxxxxxxxx, Xx.
Benz Energy, Ltd.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xx 00000
Xxxxxxx,
The undersigned member of the Benz Energy Ltd. Board of Directors hereby
tenders for future consideration and action this conditional offer to resign
from the Benz Energy Ltd. Board of Directors.
This letter is not to be considered by Benz Energy Ltd. prior to the
occurrences of a Stakeholder Election as that term is defined in the Letter
Agreement dated December 16, 1998, by and between Texstar Petroleum, Inc.,
Benz Energy Ltd., Calibre Energy, L.L.C., Benz Properties Ltd., Xxxxxxx X.
Xxxxxxxxx, Xx., Texstar Holdings, L.L.C., Xxxxxxx X. Xxxxxxxxx, Xx., Trustee
for and on behalf of the Xxxxxxxx Trust, Ruston Trust and Houston Trust, and
Xxxxxxx X. Xxxxxxxxx, Trustee for and on behalf of the Starbucks Trust. My
resignation shall be effective only if and when this offer is accepted in
writing by Xxxxxxx Xxxxxxxxx on behalf of Benz Energy Ltd. and only in the
event of a Stakeholder Election. My position on the Board of Directors shall
be unaffected by this letter until this offer of resignation is accepted in
writing by Xxxxxxx Xxxxxxxxx on behalf of Benz Energy Ltd.
By: /s/ Xxxxxx X. XxXxxxx
Xxxxxx X. XxXxxxx
Director
Benz Energy Ltd.
EXHIBIT "B"
to
Termination Agreement
For purposes of the Termination Agreement, a "Substantial Change of
Control of Benz" is hereby defined as follows:
A "Substantial Change of Control" with respect to Benz shall be deemed
to have occurred in the event that (1) any person or group of persons (within
the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
amended the ("Exchange Act")), acquires beneficial ownership (within the
meaning of the aforesaid Section 13(d)) of 50% of the shares of the common
stock of Benz or (2) the conveyance, sale, lease, assignment, transfer or
other disposal of all or substantially of Benz's property, business or assets
to an unrelated third party.
EXHIBIT C
BENZ ENERGY, LTD.
OPTION AGREEMENT
OPTION AGREEMENT dated as of February 15, 1999 between Benz Energy Ltd.,
a Yukon Territories corporation (the "Company"), and the undersigned employee
(the "Optionee").
In consideration of the services rendered to the Company by the
Optionee, the Board of Directors of the Company (the "Board"), upon the
recommendation of its Executive Committee (the "Committee"), has granted to
the Optionee an option to purchase shares of common stock of the Company (the
"Common Stock") under the Company's Stock Option Plan dated January 14, 1998,
as amended (the "Plan"). Accordingly, the parties hereto agree as follows.
1. GRANT OF OPTION. The Company hereby grants to the Optionee the right
and option (the "Option") to purchase the number of shares of Common Stock
(the "Shares") set forth on the signature page hereto at the exercise price
set forth on the signature page hereto, reflecting the fair market value (as
defined in the Plan) of the Common Stock as of the date hereof. This grant
replaces, supercedes and fully terminates any prior option award or agreement
to award options at a future date, subject to any required regulatory or
shareholder approval. The shares, when issued to the Optionee upon exercise
of the option, will be fully paid and non-assessable.
2. OPTION PERIOD. The Option shall expire on the date set forth on the
signature page hereto, subject to earlier termination as provided herein (the
"Option Period"). If the Optionee ceases to be an employee of the Company or
any subsidiary of the Company before the end of the Option Period, the Option
shall expire on the earlier of the end of the Option Period or January 15,
2001, except as otherwise provided by Section 5 hereof. In the event he
ceases to be an employee, and there is no prohibition on exercise under
Section 5 of the Plan, he may exercise his Option at any time prior to its
expiration with respect to all or any part of the Shares subject thereto in
which the right to purchase Shares had accrued or vested at the time he
ceased to be an employee, except that the Option shall expire no later than
the date that the Company fully prepays amounts due under the terms of a
termination agreement.
3. EXERCISE OF OPTION.
(a) The Option shall vest immediately. The vested portion of the Option
shall be exercisable in whole or in part at any time for the duration of the
Option Period, except as provided by Sections 2 and 5 hereof.
(b) To the extent vested, the Option may be exercised by the Optionee
delivering to the Company's offices at 0000 Xxxxxxxxx, 00xx xxxxx, Xxxxxxx,
Xxxxx 00000, Attention: Chief Financial Officer (or any alternative address
designated by the Company pursuant to the Plan) a written notice (an Exercise
Notice) signed by the Optionee stating the number of Shares that the Optionee
has elected to purchase and accompanied by payment (in the form specified in
following Section 4 of this Agreement) of an amount equal to the full
purchase price for the Shares to be purchased along with an address for
delivery. Following receipt by the Company of the Exercise Notice and full
payment of the purchase price for the Shares covered thereby, the Company
shall instruct its stock transfer agent to issue, as soon as practicable, a
certificate representing the Shares so purchased in the name of the Optionee
or any nominee designated in the Exercise Notice and to deliver the
certificate to the Optionee or any designated nominee.
Option Agreement, X. X. XxXxxxx, page 2
4. PAYMENT UPON EXERCISE. The purchase price for Shares purchased under
the Option shall be payable by (a) personal check or official bank check, (b)
shares of Common Stock, or (c) any combination of (a) and (b). Any shares of
Common Stock used to satisfy the purchase price of Shares purchased under the
Option shall be valued on the last trading day preceding the delivery of the
Exercise Notice. If the Optionee elects to pay any portion of the purchase
price for Shares in accordance with clauses (b) or (c) above, the Exercise
Notice shall state the portion to be applied toward the purchase price and
shall be accompanied by the certificate(s) representing the surrendered
shares of the Common Stock together with stock powers therefor duly executed
by the Optionee in favor of the Company.
5. EMPLOYMENT. This Option Agreement shall not confer on the Optionee any
right to be continued in the employ of the Company or its subsidiaries.
6. NON TRANSFERABILITY OF OPTION. The Option is not be transferable
other than by will or by the laws of descent and distribution and may be
exercised only by the Optionee.
7. OWNERSHIP OF STOCK. Without the prior approval of the Committee, the
Optionee shall not enter into any agreement or arrangement with any direct or
indirect stockholder of the Company (i) for the purpose of acquiring,
holding, voting or disposing of Stock, the Option or any other securities of
the Company or (ii) conveying to that stockholder the power to vote or direct
the voting, or the power to dispose or direct or control the disposition, of
Stock or any other voting securities of the Company.
8. INCORPORATION OF PLAN. The Option is subject to, and governed by,
the terms and conditions of the Plan, which are hereby incorporated by
reference. This Agreement, including the Plan incorporated by reference
herein, is the entire agreement among the parties with respect to the subject
matter and supersedes all prior agreements and understandings.
9. WITHHOLDING TAX LIABILITY. The Optionee agrees to pay to the Company,
in addition to the purchase price payable upon exercise of the Option, if so
requested by the Company at its sole discretion, an amount sufficient to
satisfy any withholding tax liability imposed as the result of any exercise
of the Option.
10. GOVERNING LAW. This Agreement, as well as the grant of the Option
and issuance of the Shares, shall be governed by and construed in accordance
with the laws of the State of Texas without regard to its conflicts of law
provisions.
Option Agreement, X. X. XxXxxxx, page 3
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
Benz Energy, Ltd.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx
Senior Vice President & CFO
# Common Shares in Option: 500,000
Exercise Price of Option: Cdn$.532
---------
Termination Date of Option: 1/15/2001
---------
By: /s/ Xxxxxx X. XxXxxxx
----------------------------------
Xxxxxx X. XxXxxxx
Date: February 11, 1999
--
EXHIBIT "D"
MUTUAL GENERAL RELEASE AGREEMENT
This Mutual General Release Agreement (the "Agreement") is entered into
as of February 11, 1999, by and among Texstar Petroleum, Inc., a wholly owned
subsidiary of Benz Energy, Ltd. ("Company"), Xxxxxx X. XxXxxxx ("LaFlure")
and Benz Energy, Ltd., a Yukon territories corporation ("Benz").
This Agreement is entered into pursuant to and in compliance with that
certain Termination Agreement dated February 11, 1999, among the parties,
providing, among other things, the execution and delivery of this Agreement
by the parties.
NOW, THEREFORE, in consideration of the foregoing, the respective
covenants and agreements herein contained, and in consideration of other good
and valuable consideration, each to the other, the sufficiency and receipt of
which is hereby acknowledged, the parties hereby agree, covenant and consent
as follows:
1. Except with respect to the matters, rights and obligations specified in
Paragraph 2 hereof, the parties, for themselves and on behalf of their
respective officers, directors, shareholders, representatives, agents,
attorneys, administrators, executors, heirs, assigns, predecessors and
successors in interest, hereby release and forever discharge each other and
each of their respective past, present, and future officers, directors,
shareholders, representatives, agents, administrators, executors,
predecessors in interest, successors in interest, heirs and assigns, and all
other persons, firms or corporations with whom any of the former have been,
are now, or may hereafter be affiliated (collectively, the "Released
Parties"), from all past, present and future claims, demands, obligations,
and causes of action of any nature whatsoever, whether in tort (including,
without limitation, acts of active negligence), contract or any other theory
of recovery in law, admiralty or equity, whether for compensatory or punitive
damages, equitable relief or otherwise, and whether now known or unknown,
suspected or unsuspected, which are based upon or arise out of
or in connection with any matter, cause or thing existing at any time prior
to the date hereof or anything done, omitted or suffered to be done or
omitted at any time prior to the date hereof including any claims LaFlure may
have under Title VII of the Civil Rights Act of 1964 or the Age
Discrimination and Employment Act, as amended (collectively, except as set
forth in Paragraph 2 below, the "Released Matters").
Without in any way limiting the releases set forth above, such releases
shall include, but not be limited to, any claims, demands, obligations or
causes of action arising out of or related to or in any way connected with
LaFlure's employment with the Company.
2. Notwithstanding the foregoing, however, the following claims, demands,
obligations and causes of action are not released hereby:
(a) any claim of any party against any other party arising from or
related to any executory provision of this Agreement, the Termination
Agreement or any instrument or agreement executed and delivered by any of
the parties pursuant to the Termination Agreement (this Agreement, the
Termination Agreement and such other instrument and agreements being
collectively referred to herein as the "Settlement Documents");
(b) the obligation of the Company to pay LaFlure the Agreed
Liquidated Damages set forth in Paragraph 2 of the Termination Agreement
to which reference is hereby made;
(c) the obligation of Benz to xxxxx XxXxxxx a new Stock Option as set
forth in Paragraph 3 of the Termination Agreement to which reference is
hereby made;
(d) the obligation of the Company to continue current health
insurance coverage for LaFlure according to applicable law until January
15, 2000;
- 2 -
(e) the obligation of the Company and Benz to cause LGR Resources,
L.P., a Texas limited partnership, to provide a recordable Assignment to
LaFlure of his partnership interest as a limited partner and generator in
the aforesaid partnership;
(f) the obligation of LaFlure to comply with the provisions of
Paragraph 12 of the Employment Agreement dated September 30, 1997,
effective as of October 15, 1997 relative to disclosure of confidential
information of the Company; and
(g) the Guaranty Agreement dated October 15, 1997 effective as of
September 15, 1997 executed by Xxxxxxx X. Xxxxxxxxxx, Xx. in favor of
LaFlure.
3. The filing or bringing by any party to this Agreement of any claim,
demand, obligation or cause of action against any person released hereunder
in connection with any Released Matter shall constitute a breach of this
Agreement and the Termination Agreement.
4. The parties represent, warrant and agree that in executing and entering
into this Agreement, they are not relying and have not relied upon any
representation, promise or statement made by anyone which is not recited,
contained or embodied in the Settlement Documents. The parties understand and
expressly assume the risk that any fact not recited, contained or embodied
herein or therein may turn out hereafter to be other than, different from, or
contrary to the facts now known to them or believed by them to be true.
Nevertheless, the parties intend by this Agreement, and with the advice of
their respective independently selected counsel, to release fully, finally
and forever all Released Matters and agree that this Agreement shall be
effective in all respects notwithstanding any such difference in facts, and
shall not be subject to termination, modification or rescission by reason of
any such difference in facts.
5. The parties hereby represent and warrant that they have not heretofore
assigned or transferred or purported to assign or transfer to any person or
entity all or any part of or any interest in any claim, contention, demand,
cause of action relating to any Released
- 3 -
Matter. Each party hereto agrees to indemnify and to hold harmless the
Released Parties against any claim, contention, demand, cause of action,
obligation and liability of any nature, character or description whatsoever,
including the payment of attorneys' fees and costs actually incurred, whether
or not litigation is commenced, which may be based upon or which may arise
out of or in connection with any such assignment or transfer or purported
assignment or transfer.
6. MISCELLANEOUS PROVISIONS:
A. This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective partners, officers, directors,
shareholders, employees, agents, independent contractors and the successors,
heirs, assigns, administrators, executors and representatives of each of the
foregoing.
B. This Agreement and the other Settlement Documents constitute and
are intended to constitute the entire agreement of the parties concerning the
subject matter hereof and thereof. No covenants, agreements, representations
or warranties of any kind whatsoever have been made by any party hereto,
except as specifically set forth herein or therein. All prior discussions
and negotiations with respect to the subject matter hereof and thereof are
superseded by this Agreement and the other Settlement Documents.
C. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, in whole or in part,
the remaining provisions, and any partially invalid or unenforceable
provisions, to the extent valid and enforceable, shall nevertheless be
binding and valid and enforceable.
D. The parties shall, from time to time, promptly execute and
deliver such further instruments, documents and papers and perform such
further acts as may be necessary or proper to carry out and effect the terms
of this Agreement.
-4-
E. This Agreement may not be modified or terminated orally and no
modification, termination or waiver shall be valid unless in writing and
signed by all of the parties.
F. This Agreement shall be construed according to and governed by
the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first set forth above.
TEXSTAR PETROLEUM, INC.
By /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name:
President & CEO
"Company"
/s/ Xxxxxx X. XxXxxxx
-----------------------------------
XXXXXX X. XxXXXXX
"LaFlure"
BENZ ENERGY, LTD.
By /s/ Xxxxxxx X. Xxxxxxxxx, Xx.
--------------------------------------
Xxxxxxx X. Xxxxxxxxx, Xx.
President & CEO
"Benz"
-5-
EXHIBIT "E"
TEXSTAR AND LAFLURE TERMINATION AGREEMENT
LIST OF LAFLURE'S PARTICIPATING ROYALTY POOL INTERESTS
LGR RESOURCES, L.P., A TEXAS LIMITED PARTNERSHIP
PROPERTIES:
NAME STATE
---- ------
Old Ocean TX
Xx Xxxxx TX
Sardis Church Miss.
Plum Grove TX
East Buffalo TX
Piave Miss.
Marble Creek Miss.
Greens Creek Xxxx.
Xxxxxx Miss.
NE Sardis (EJL Prospect) Xxxx.
Xxxxxxx TX
Smithtown Xxxx.
Xxxxxxx Miss.
Eucutta Miss.
Oakhill (future xxxxx) TX
Lisbon (future xxxxx) LA.
Xxxxx TX
San Salvador TX
Xxxx TX
San Augustine TX
