1
EXHIBIT 10.28
[NATIONAL ENERGY GROUP, INC. LETTERHEAD]
April 15, 1997
Mr. X. Xxxxx Xxxxxx
Atocha Exploration, Inc.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Xx. Xxxxxx X. Xxxxxxx
Xxxxxxx Oil and Gas Company
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Xxxxxxxx Oil & Gas
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Re: First Amendment to (i) Agreement dated January 1, 1996
and (ii) Consulting Agreement dated January 1, 1996
Gentlemen:
This First Amendment to (i) that certain Agreement dated January 1, 1996 by
and between National Energy Group, Inc. ("NEG") and Xxxxxxxx Oil & Gas Inc.
("SOG"), hereinafter (the "Agreement"), incorporated by reference herein; and
(ii) that certain Consulting Agreement dated January 1, 1996 by and between SOG
and Atocha Exploration Inc. ("Atocha") and Xxxxxxx Oil and Gas Company ("POG"),
hereinafter (the "Consulting Agreement"), incorporated by reference herein;
which provides for the services of Xx. Xxxxxx X. Xxxxxxx ("Xx. Xxxxxxx") and Mr.
X. Xxxxx Xxxxxx ("Xx. Xxxxxx"), shall express the mutual understanding and
agreement of NEG and SOG and Atocha and POG as expressed in that certain
memorandum among the parties dated March 27, 1997, hereinafter (the
"Memorandum") incorporated by reference herein. The term "First Amendment"
shall be used herein to describe corresponding amendments to both the Agreement
and the Consulting Agreement as contemplated in the Memorandum.
In consideration of the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Paragraph 3 of the Agreement and Paragraph 4 of the Consulting
Agreement, Initial Term, shall be amended to provide that the period
of January 1, 1998 through December 31, 1998 shall be defined as the
"Secondary Term," and all references in the Agreement and the
Consulting Agreement to the Initial Term shall include the Secondary
Term, unless otherwise expressly stated to the contrary in this First
Amendment.
2
Atocha Exploration, Inc.
Xxxxxxx Oil and Gas Company
Xxxxxxxx Oil & Gas, Inc.
April 15, 1997
Page Two
2. Paragraph 4 of the Agreement and Paragraph 6 of the Consulting
Agreement, Prospect Generation By SOG and Obligations of Xxxxxxx and
Atocha, respectively, shall be amended to provide that Xx. Xxxxxxx and
Xx. Xxxxxx shall generate Prospects exclusively for NEG; provided that
in the event any such Prospect is declined by NEG as provided in
Paragraph 11 of the Agreement, Rejection of Proposals; Release of
Prospects; Atocha and POG shall be free to offer the Prospect to any
other party as described in Paragraph 11 of the Agreement and
Paragraph 10 of the Consulting Agreement, Sale of Prospects.
3. Paragraph 4 of the Agreement, shall be further amended to provide that
the following Prospects, together with any additional Prospects
generated prior to December 31, 1997, shall be those Prospects which
shall determine cost reimbursement to NEG as applied to the Initial
Term Program with respect to the provisions of Paragraph 12 of the
Agreement, Disbursement of Proceeds:
(a) South Lake Xxxxxx (e) West Grand Bayou
(b) Southeast Gueydon (f) Northwest Bayou Sorrel
(c) Tiger Bayou (g) Xxxxx Bayou
(d) South Tiger Bayou (h) Mushroom
4. Paragraph 6 of the Agreement and Paragraph 7 of the Consulting
Agreement, Compensation, shall be amended to provide that effective
April 1, 1997 through the end of the Secondary Term and any renewals
and/or extensions thereof, the monthly fee paid to Atocha and POG
shall (i) be paid on or before the fifteenth day of each month, (ii)
be increased to the amount of $29,000.00 per month and (iii) include
all expenses incurred by Atocha and POG, including lease costs as
described in Paragraph 9 below.
5. Paragraph 8 of the Consulting Agreement, Reimbursement or Payment of
Costs; Furnishing of Office Space and Personnel, shall be amended to
provide that the $29,000.00 monthly fee paid to Atocha and POG shall
be inclusive of all expenses incurred by Atocha and POG; provided that
direct expenses related to Prospect generation as described in
Paragraph 4 of the Agreement and Paragraph 6 of the Consulting
Agreement, which have been approved in writing by the Company prior to
expenditure, shall be reimbursed to Atocha and POG.
6. Paragraph 12 of the Agreement, shall be amended to provide that cost
reimbursement to NEG with respect to any Prospects generated during
the Secondary Term shall be separate and distinct from any Prospects
generated during the Initial Term and shall start a new accounting
cycle with respect thereto.
7. In the event there is an election to accept a Deferred Leasehold
Interest as described in Paragraph 17 of the Agreement, Deferred
Leasehold Interest, NEG agrees that it shall timely execute and
deliver to Xx. Xxxxxxx and Xx. Xxxxxx et al. an Assignment
substantially in the form of Exhibit "A", attached hereto.
3
Atocha Exploration, Inc.
Xxxxxxx Oil and Gas Company
Xxxxxxxx Oil & Gas, Inc.
April 15, 1997
Page Three
8. Xxxxxx, XXX, Xx. Xxxxxxx and Xx. Xxxxxx agree to execute, and shall
cause SOG to execute, that certain Letter Agreement dated December 20,
1996, attached hereto as Exhibit "B", with respect to the definition
of the respective ORRI's and Back-In Interests as such apply to the
PANACO, Inc. transaction described in such Letter Agreement.
9. NEG agrees that it shall provide office space for Atocha and POG in
Houston, Texas at the Wedge International Tower pursuant to a Lease
Agreement, in the form of Exhibit "C", attached hereto, and Paragraph
5 of the Agreement, Reimbursement of Expenses; Sublease of Office
Space; Personnel, and Paragraph 9 of the Consulting Agreement, Office
Space, shall be amended accordingly and shall provide that the costs
associated with such lease shall be borne by Atocha and POG.
10. NEG shall make available to each of Xx. Xxxxxxx and Xx. Xxxxxx through
the end of the Secondary Term and any renewals and/or extensions
thereof, the health and dental benefits available to employees of NEG;
provided that the amount described in Paragraph 3 hereof shall be
reduced by an amount equal to $615.00 per month for each of Xx. Xxxxxx
and/or Xx. Xxxxxxx in any month either of them are participants in
NEG's medical and/or dental plan.
11. In the event NEG requests Atocha and POG to perform services with
respect to the interpretation of 3-D data incidental to Prospect
development of Bayou Sorrel or any other Prospect, NEG shall provide
them with the use of a 3-D station for such time that their
interpretive services are requested by NEG; provided that such use
shall be exclusively for the benefit of NEG and shall not exceed the
expiration of the Secondary Term or any renewals and/or extensions
thereof.
12. Miscellaneous:
(a) CHOICE OF LAW. THIS FIRST AMENDMENT AND ALL OF THE
RIGHTS AND OBLIGATIONS OF THE PARTIES ARISING FROM OR
RELATING TO THE SUBJECT MATTER HEREIN OR THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED
BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS, EXCLUDING THE CONFLICT OF
LAWS AND RULES OF SUCH STATE.
(b) Other Agreements. This First Amendment supersedes
any prior agreements between the parties with respect
to the subject matter of hereof.
(c) Confidentiality. SOG, Xxxxxx, Xx. Xxxxxxx, Xx.
Xxxxxx, and/or Xx. Xxxxxxx shall not disclose the
terms of this to any third party, except to the
extent required by law, rule, regulation or court
order.
4
Atocha Exploration, Inc.
Xxxxxxx Oil and Gas Company
Xxxxxxxx Oil & Gas, Inc.
April 15, 1997
Page Four
(d) Mediation. In the event any dispute regarding The
Agreement, the Consulting Agreement and/or this First
Amendment cannot be reconciled by the parties, then
they shall attempt to resolve any such dispute
through (i) mediation, using a mutually acceptable
mediator, and, if necessary, through (ii) binding
arbitration, using a mutually acceptable arbitrator.
No dispute related to this Agreement, the Consulting
Agreement and/or this First Amendment shall be
brought before any court of law or equity. Any
arbitration will be conducted in Houston, Xxxxxx
County, Texas using the commercial rules of the
American Arbitration Association.
The parties specifically acknowledge and agree that this First
Amendment to (i) the Agreement and (ii) the Consulting Agreement shall be
effective to amend, change and otherwise modify the Agreement and the
Consulting Agreement; and wherever a conflict should arise in the
interpretation or performance contemplated in the Agreement and/or the
Consulting Agreement, the terms and conditions of this First Amendment shall
supersede the terms of the Agreement and/or the Consulting Agreement.
If the foregoing reflects our mutual understanding and agreement of
the subject matter contained herein, please so indicate by executing in the
appropriate space below. This First Amendment shall be effective as of April
1, 1997.
Sincerely,
National Energy Group, Inc.
By:
---------------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President and CEO
ATOCHA EXPLORATION, INC.
By: /s/ X. XXXXX XXXXXX
---------------------------------------------
Name: X. XXXXX XXXXXX
-------------------------------------------
Title: PRESIDENT
------------------------------------------
XXXXXXX OIL AND GAS COMPANY
By: /s/ XXXXXX X. XXXXXXX
---------------------------------------------
Name: XXXXXX X. XXXXXXX
-------------------------------------------
Title: PRESIDENT
------------------------------------------
XXXXXXXX OIL & GAS, INC.
By: /s/ XXXXXXX X. XXXXX
---------------------------------------------
Name: XXXXXXX X. XXXXX
-------------------------------------------
Title: EXECUTIVE VICE PRESIDENT
------------------------------------------
5
EXHIBIT "A"
ASSIGNMENT OF OVERRIDING ROYALTY INTERESTS
THE STATE OF }
} KNOW ALL MEN BY THESE PRESENTS
PARISH OF }
THAT, the undersigned, NATIONAL ENERGY GROUP, INC. whose address is
0000 Xxx Xxxxxx Xxxxxx, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxx 00000 hereinafter
called "Assignor", In consideration of Ten Dollars cash and other consideration
to Assignor paid by the following named parties hereinafter called "Assignees",
the receipt and sufficiency of all consideration being hereby acknowledged,
and subject to the terms and provisions of the Participation Agreement and as
hereinafter set forth, has TRANSFERRED, ASSIGNED AND CONVEYED, and does hereby
TRANSFER, ASSIGN AND CONVEY unto said Assignees, the following described
overriding royalty Interests with respect to oil, gas, and other minerals
produced and saved pursuant to the leases, hereinafter referred to as "Said
Leases", described in Exhibit "A" attached hereto and incorporated herein,
to-wit:
Assignees and Addresses Overriding Royalty Interests Hereby Conveyed
The above overriding royalty Interests hereby conveyed apply to and
are in connection with the following:
1. The overriding royalty herein provided In all instances shall bear its
proportionate part of production, severance and other direct tax or
taxes applicable thereto. The overriding royalty on oil and gas shall
be computed after deducting any lost, used or consumed on the lease
for operating same or for treating and handling the products
therefrom.
2. On Assignee's proportionate share of oil, condensate or gas, including
casinghead gas or other gaseous substances produced from said lease,
the overriding royalty shall be paid on the amount realized from such
sale.
3. In the event that the lease described herein is effective as to less
than the entire fee simple estate In the oil and gas in and
1
6
under and to be produced from any tract or parcel of land purported to
be covered thereby, then and in that event, the overriding royalty
interest herein assigned shall be reduced in the proportion that the
mineral interest covering said lease bears to the entire fee simple
mineral estate therein.
4. The overriding royalty interest herein granted shall never be deemed
to impose any obligation upon Assignor to conduct any drilling
operations whatsoever upon any of the property covered by the
above-mentioned lease or to maintain any such operations if once begun
or to maintain production of oil or gas if once established or to
protect the lease from drainage or to maintain such lease in effect by
payment of rentals, drilling operations or otherwise and all
operations on the property covered by said lease and the extent and
duration thereof as well as the preservation of such lease shall be
solely at the will of Assignor.
5. Assignor, its successors assigns and legal representatives shall have
the right and power to pool the overriding royalty interest herein
granted to the same extent and in the same manner as any lessor's
interest may be pooled, whether by operation or action of law or other
governmental authority, or under the above-mentioned lease or as may
thereafter be provided by amendment or supplemental agreement between
Assignor and Assignee and their respective heirs, successors, assigns,
and legal representatives into such units as it may be deemed
advisable for the production and development of oil or gas;
TO HAVE AND TO HOLD the interest herein conveyed, subject to the terms
and conditions, covenants and reservations aforesaid unto Assignee and unto
Assignee's successors and assigns.
This Assignment is made without warranty of title, either express or
implied.
IN WITNESS WHEREOF, this instrument is executed and delivered this
_______ day of , 1997.
WITNESSES: NATIONAL ENERGY GROUP, INC.
By:
----------------------- -------------------------
Name:
----------------------- -----------------------
2
7
PARTIAL ASSIGNMENT OF DEFERRED LEASEHOLD INTEREST IN OIL, GAS AND
MINERAL LEASE
STATE OF }
KNOW ALL MEN BY THESE PRESENTS, THAT:
PARISH OF }
WHEREAS, National Energy Group, Inc. a Delaware corporation, duly
qualified to transact business in the State of Texas, hereinafter referred to
as "Assignor", is the present owner and holder of those certain Oil, Gas and
Mineral Leases situated in ,described on Exhibit "A",
comprising the ("Prospect") which is attached hereto and made
a part hereof, and being hereinafter referred to as "Subject Leases".
NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, National Energy Group, Inc. sometimes herein referred
to as "Deferred Leasehold Interest Assignor", has GRANTED, SOLD, TRANSFERRED,
ASSIGNED and CONVEYED, and by these presents do hereby GRANT, SELL, TRANSFER,
ASSIGN and CONVEY unto Xxxxxxx Oil and Gas, Inc. and Atocha Oil & Gas, Inc.,
collectively hereinafter sometimes referred to as "Deferred Leasehold Interest
Assignees", an % leasehold interest in and to Subject Leases, in the
proportions set out below, this assignment to be effective and operative after
the occurrence of "Payout", as hereinafter defined.
PROSPECT XXXXXXX OIL AND GAS, INC. ATOCHA OIL & GAS, INC.
"Payout", as such term is herein used shall mean that point in time
when National Energy Group, Inc. has recovered from production from xxxxx
drilled on the Subject Lease (less the production taxes, the Lessee's royalty
and overriding royalties payable out of production) the following out of pocket
costs paid solely by National Energy Group, Inc.: the geological/geophysical
services fee for the Prospect, the costs incurred in purchasing or shooting the
additional seismic data or in the reprocessing of any seismic data by SOG are
hereinafter referred to as the "Additional Seismic Data Costs" for the Prospect,
the costs incurred in such leasing or acquisition, including without limitation
brokerage costs, lease bonuses, rentals, costs of title examination and title
curative matters, are hereinafter referred to as the "Leasing Costs" for the
Prospect, the Prospect generation fee for the Prospect, the costs incurred in
drilling, testing, completing and equipping xxxxx drilled on the Prospect, the
costs incurred in plugging and abandoning xxxxx drilled on the Prospect and the
costs incurred in operating xxxxx located on the Prospect during the time of
recovery of said costs less any fees or expenses paid to National Energy Group,
Inc. by others whether considered a reimbursement, Prospect Promotion, service
fee or otherwise. Such costs shall be determined in accordance with the
accounting procedure which is attached to the applicable operating agreement.
This assignment and conveyance is made without warranty of title,
either expressed or implied, except as to conveyances or encumbrances by,
through or under Assignor.
The provisions hereof shall inure to the benefit of and be binding
upon the parties hereto, their respective successors and assigns.
IN WITNESS WHEREOF, this assignment is executed on the date of the
acknowledgments, but made effective for all purposes as of the _______ day of
_________, 1997, at _________ , Central Daylight Time, in the presence of the
competent witness subscribing their names hereto.
8
WITNESSES NATIONAL ENERGY GROUP, INC.
By:
--------------------------- -------------------------------
Name: Name:
---------------------- -----------------------------
---------------------------
Name:
----------------------
WITNESSES XXXXXXX OIL AND GAS, INC.
By:
--------------------------- -------------------------------
Name: Name:
---------------------- -----------------------------
---------------------------
Name:
----------------------
WITNESSES ATOCHA OIL & GAS, INC.
By:
--------------------------- -------------------------------
Name: Name:
---------------------- -----------------------------
---------------------------
Name:
----------------------
STATE OF TEXAS
COUNTY OF ___________
On this ________ day of ________________, 1997, before me appeared
___________________,to me personally known, who being by me duly sworn did say
that he is the __________________________ of National Energy Group, Inc., a
Delaware corporation, and that said instrument was signed in behalf or the
corporation by authority of its Board of Directors, and that ___________
acknowledged the instrument to be the free act and deed of the corporation.
-------------------------------------------
Name (print):
------------------------------
Notary Public in and for the State of Texas
My Commission Expires:
---------------------
STATE OF TEXAS
COUNTY OF XXXXXX
On this ___________ day of _____________, 1997, before me appeared
__________, to me personally known, who being by me duly sworn did say that he
is the ___________________ of Xxxxxxx Oil and Gas, Inc., a Texas corporation,
and that said instrument was signed in behalf or the corporation by authority of
its Board of Directors, and that ____________________ acknowledged the
instrument to be the free act and deed of the corporation.
-------------------------------------------
Name (print):
------------------------------
Notary Public in and for the State of Texas
My Commission Expires:
---------------------
9
STATE OF TEXAS
COUNTY OF XXXXXX
On this ____________ day of ________________, 1997, before me appeared
________________________, to me personally known, who being by me duly sworn did
say that he is the ______ of Atocha Oil & Gas, Inc. a Louisiana corporation, and
that said instrument was signed in behalf of the corporation by authority of its
Board of Directors, and that _____________________ acknowledged the instrument
to be the free act and deed of the corporation.
-------------------------------------------
Name (print):
------------------------------
Notary Public in and for the State of Texas
My Commission Expires:
---------------------
10
EXHIBIT "B"
[NATIONAL ENERGY GROUP, INC. LETTERHEAD]
December 20, 1996
Xx. Xxxxxx Xxxxxxx
Xxxxxxx Oil & Gas
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Xxxxxxxx Oil & Gas
Two Houston Center
Suite 0000
Xxxxxxx, Xxxxx 00000
Mr. X. Xxxxx Xxxxxx
Atocha Exploration, Inc.
0000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Re: East Bayou Sorrel Prospect
Iberville Parish, Louisiana
Gentlemen:
Pursuant to that certain Joint Operating Agreement ("JOA") dated December 15,
1995, between National Energy Group, Inc. ("NEG") (successor in interest to
W&T Offshore, Inc.) as Operator and Supply Development Group, Inc. et al., as
Non-Operator, pertaining to the East Bayou Sorrel Prospect, Xxxxxxxx Oil & Gas
("SOG"), Xxxxxx Xxxxxxx ("Xxxxxxx") and X. Xxxxx Xxxxxx ("Xxxxxx") are entitled
to a certain overriding royalty ("ORRI") and Xxxxxxx Oil & Gas ("POG") and
Atocha Exploration, Inc. ("Atocha") are entitled to a reversionary back-in
interest ("Back-In") pursuant to the terms of such JOA.
WHEREAS, it is the intention of the parties that the ORRI and Back-In shall be
paid as consideration for generation and presentation of new oil and gas
exploration prospects; and
WHEREAS, NEG has acquired certain oil and gas leases from PANACO, Inc.
("PANACO") which are partially subject to the Area of Interest ("AOI")
provisions of the JOA and which include oil and gas xxxxx with producing
horizons down to a depth of 11,000 feet; and
11
Xx. Xxxxxx Xxxxxxx
Xxxxxxx Oil & Gas
Xxxxxxxx Oil & Gas
Mr. X. Xxxxx Xxxxxx
Atocha Exploration, Inc.
December 20, 1996
Page Two
WHEREAS, the parties agree SOG, Xxxxxxx, Willig, POG and Xxxxxx are entitled to
their respective ORRI and Back-In as consideration for generation and
presentation of new oil and gas prospects related to certain portions of the
PANACO acquisition; and
WHEREAS, the parties desire to clarify their rights and obligations with
respect to the ORRI to be earned with respect to production acquired in the
PANACO acquisition.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth
herein, the above recitals and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. It is agreed with respect to the leases acquired in the PANACO
acquisition which are within the AOI (as defined in the JOA), that it
was not the intent of the parties, nor contemplated, to burden such
leases with the ORRI for established production (being defined as any
productive or once productive sand as described in State of Louisiana
Conservation Department Unit Orders) included in any and all existing
well bores which fall within certain existing Louisiana Department of
Conservation units; specifically the following as may be described on
Exhibit "A", attached hereto:
C2 RA SUB; C2 RA SUA; D RA SUA; E ZONE
RA SUA, SUB, AND SUC; H2 RA SUA; I RB SUA
K RA SUA; Y RA SUA (hereinafter " Existing Units").
However, to further clarify, the following exceptions are subject to
the ORRI as defined in the JOA:
(a) For existing xxxxx within the Existing Units, and for any well
drilled hereafter within the Existing Units, all rights below
the L4 Sand, the base of which is defined as occurring in the
National Energy Group, Inc. Xxxxxxx #1 well (2-T1OS-R11E)
at the measured log depth of 11,340' shall be subject to the
ORRI.
(b) With respect to new xxxxx drilled in those portions of
sections 3, 4, 5 and 6-T1OS-R11E that fall within the
Existing Units, all rights, except those unitized rights
pertaining to the Existing Units and only with respect to the
sand interval pertaining to such unit, shall be subject to the
ORRI.
12
Xx. Xxxxxx Xxxxxxx
Xxxxxxx Oil & Gas
Xxxxxxxx Oil & Gas
Mr. X. Xxxxx Xxxxxx
Xxxxxx Exploration, Inc.
December 20, 1996
Page Three
(c) All rights determined by the State of Louisiana Department of
Conservation unitization proceedings to be upthrown and fault
separated from the Existing Units by Fault "1" as documented
by established State of Louisiana Conservation Department
adopted unitized geology shall be subject to the ORRI,
irrespective of depth or formation.
(d) For any xxxxx drilled outside the Existing Units but within
the AOI, all rights shall be subject to an ORRI on 8/8ths of
the production from any such well.
2. Accordingly, each of SOG, Xxxxxxx, Willig, POG, and Xxxxxx for
themselves on behalf of their respective successors and assigns, waive
all claims to any ORRI with respect to the PANACO acquisition derived
from established production included in any and all existing well
bores which fall within the Existing Units and which fall within the
AOI except for the exceptions stated in Paragraphs 1 (a) through (d)
above.
3. Nothing contained in this correspondence shall act to supersede,
change, amend or otherwise modify the terms and provisions of the
JOA, except as otherwise provided herein.
4. This agreement may be executed in several counterparts, each of which
will be deemed to be an original, but all of which together will
constitute one and the same instrument.
If the foregoing correctly states our mutual understanding and agreement,
please so indicate your acceptance by executing in the appropriate space below.
Sincerely,
National Energy Group, Inc.
/s/ XXXXXXX X. XXXXX
Xxxxxxx X. Xxxxx
Title: Senior Vice President
WTJ:1jg
cc: Xxxxx X. Xxxxxx (President and CEO)
13
Xx. Xxxxxx Xxxxxxx
Xxxxxxx Oil & Gas
Xxxxxxxx Oil & Gas
Mr. X. Xxxxx Xxxxxx
Atocha Exploration, Inc.
December 20, 1996
Page Four
ACCEPTED AND AGREED
THIS 20TH DAY OF DECEMBER, 1996.
Xxxxxx X. Xxxxxxx, an Individual
/s/ XXXXXX X. XXXXXXX
-------------------------------------
By: XXXXXX X. XXXXXXX
Xxxxxxx Oil & Gas
/s/ XXXXXX X. XXXXXXX
-------------------------------------
By: /s/ XXXXXX X. XXXXXXX
Title: President
Xxxxxxxx Oil & Gas
/s/ XXXXXXX X. XXXXX
-------------------------------------
By: XXXXXXX X. XXXXX
Title: EXECUTIVE VICE PRESIDENT
X. Xxxxx Xxxxxx, an Individual
/s/ X. XXXXX XXXXXX
-------------------------------------
By: X. XXXXX XXXXXX
Atocha Exploration, Inc.
/s/ X. XXXXX XXXXXX
-------------------------------------
By: X. XXXXX XXXXXX
Title: PRESIDENT
14
[BAYOU SORREL FIELD DIAGRAM]
EXHIBIT "A"
