AGREEMENT
THIS AGREEMENT is dated January 21, 1998, and is by and between Beta
Oil & Gas, Inc., 000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, XX 00000 ("Beta")
and TAC Resources, Inc., 0000 X. Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000
("TAC") and Allegro Investments, Inc., 0000 X. Xxxxxxx, Xxxxx 000, Xxxxxxxx,
XX 00000 ("Allegro").
WHEREAS, Beta wishes to purchase and TAC wishes to sell certain
interests owned by TAC under that certain Exploration Agreement dated July 15,
1997, as amended, covering the Texana Project; and Beta wishes to purchase and
TAC and Allegro wish to sell certain interests owned by TAC and Allegro under
that certain Exploration Agreement dated August 1, 1997, as amended, covering
the Formosa Grande Project.
NOW, THEREFORE, for Ten and 00/100 Dollars ($10.00) and other
valuable consideration and the mutual covenants and agreements contained
herein the parties hereby agree as follows.
1. Conveyance. TAC hereby agrees to convey Beta five percent (5%)
interest in the Texana Project, and TAC and Allegro hereby agree to
convey Beta five percent (5%) interest in the Formosa Grande Project
for a total sum of One rnillion two hundred seventy-five thousand and
00/100 Dollars ($1,275,000.00). Upon receipt of payment in full as
described below, TAC shall execute and deliver to Beta an amendment
identical in form to that attached hereto as Exhibit "A" covering the
interest to be transferred in the Texana Project, and TAC and Allegro
shall execute and deliver to Beta an amendment identical in form to
that attached hereto as Exhibit "B" covering the interest to be
transferred in the Formosa Grande Project.
2. Payment. TAC and Allegro agree and direct that all payments made
hereunder shall be made to TAC at the address shown above. Upon
execution of this Agreement, Beta shall pay TAC the sum of Four
hundred twenty-five thousand and 00/100 Dollars ($425,000.00). and
shall thereafter make two additional payments in the amount of
$425,000.00 each to TAC. The first such payment shall be due on or
before March 1, 1998 and the second due on or before April 1, 1998.
TAC and Allegro shall have the option prior to the making of either
of such additional payments to require that all or a portion of such
payments be made in the form of Beta stock on the basis of $5 00 per
share
3. Forfeiture. In the event Beta fails to timely make any of the
above payments this Agreement shall terminate and be of no further
force or effect. It is agreed that upon such termination Beta shall
forfeit the right to receive any interest hereunder, regardless of
partial payment, and TAC and Allegro shall be entitled to retain all
payments received.
This agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof, superseding any and all
prior agreements, understandings, discussions, negotiations and commitments of
any kind.
The provisions of this agreement may be amended, supplemented, or
waived only if in writing signed by all parties hereto.
This agreement shall bind and inure to the benefit of the parties
hereto and their respective heirs, successors, legal representatives and
assigns.
This agreement may be executed in multiple counterparts, all of
which when taken together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this instrument is executed on the date first above
written.
Beta Oil & Gas, Inc.
/s/ Xxxxx Xxxxx, President
TAC Resources, Inc
/s/ Xxxx Xxxxxx, President
Allegro Investments, Inc.
/s/ Xxxx X. Xxxxxxxx, President
Exhibit "A"
(Attached to and made a part of that certain
Agreement dated January 21, 1998, by and
between Beta Oil & Gas, Inc., TAC Resources,
Inc. and Allegro
Investments, Inc,)
FIRST AMENDMENT TO EXPLORATION AGREEMENT
TEXANA PROJECT
XXXXXXX COUNTY, TEXAS
This First Amendment to Exploration Agreement (the "Amendment") is entered into
this ____ day of March, 1998, by and between Parallel Petroleum Corporation
("Parallel"), TAC Resources, Inc. ("TAC"), Beta Oil & Gas, Inc. ("Beta"), Xxxxx
Oil and Gas Company ("Xxxxx"), and Unit Petroleum Company ("Unit"), all
hereinafter collectively referred to as (the "Parties"), in order to amend that
certain Exploration Agreement dated July 15, 1997, (the "Agreement").
Whereas, Beta has acquired a portion of the interest owned by TAC under the
Agreement, and
Whereas, in order to evidence this acquisition the Agreement is hereby amended
as follows:
Article 2.2 is hereby amended as follows:
"2.2 "Interest and Share of Cost of the Parties." The Parties hereby
agree to own, as their Initial Interest, and agree to bear the costs set out
below as follows:
Party Initial Interest Share of Costs Share of Costs for
Prior to Leasehold Leasehold Acquisition
Acquisition and Subsequent Operations
TAC .2000000 .0625000 .2000000
Parallel .1750000 .2187500 .1750000
Unit .2500000 .3125000 .2500000
Beta .2500000 .2500000 .2500000
Xxxxx .1250000 .1562500 .1250000
TAC has acquired and now owns the Existing AMI Interests. Parallel, Unit, Beta
and Xxxxx agree that their costs in the Existing AMI Interests shall be based on
$75.00 per net mineral acre on seismic and lease options, and cost plus 25% on
oil and gas leases and seismic permits. The Existing AMI Interests are presently
comprised of approximately 23,183.908 net mineral acres covered by seismic and
lease option, and 300.5 net mineral acres covered by seismic permit where cost
was $25.00/net mineral acre. Based on the foregoing, the current total cost of
Existing AMI Interests is One million seven hundred forty-eight thousand one
hundred eighty-three and 73/100 Dollars ($1,748,183.73). Parallel, Unit, Beta
and Xxxxx agree to pay TAC their portion of such cost, as referenced above, in
the Existing AMI Interests upon execution of this Agreement. Parallel, Unit,
Beta and Xxxxx hereby agree that TAC shall have the exclusive right to acquire
AMI Interests through August 1, 1997, and that same shall be treated in all
respects as Existing AMI Interests. Parallel, Unit, Beta and Xxxxx agree that
they shall be obligated to accept such interests in the same percentages and pay
TAC for such interests at the same terms stated herein.
Payment for such interests shall be due within fifteen (15) days after receipt
of written notice as set out in Article 2.4. Interests available to TAC which
costs exceed those stated above shall be offered to the other Parties as per the
procedure set forth in Article 2.4 below."
The Parties agree that the provisions of this Amendment shall become a part of
the Agreement, as if originally included therein, and do hereby adopt ratify and
confirm the Agreement, as amended, in all of its terms and provisions.
This Agreement may be executed in multiple counterparts, all of which when taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this instrument is executed on the date first above written.
Parallel Petroleum Corporation
By:
Xxxxx X. Xxxxxx, President
TAC Resources, Inc.
By:
Xxxx Xxxxxx, President
Beta Oil & Gas, Inc.
By:
Xxxxx Xxxxx, President
Xxxxx Oil and Gas Company
By:
Xxxxxxx Xxxxx, Xx., President
Unit Petroleum Company
By:
Xxxxxxx X. Xxxxxx, Xx. Vice President
Exhibit "B"
(Attached to and made a part of that certain
Agreement dated January 21, 1998, by and
between Beta Oil & Gas, Inc., TAC Resources,
Inc. and Allegro
Investments, Inc,)
SECOND AMENDMENT TO EXPLORATION AGREEMENT
FORMOSA GRANDE PROJECT
XXXXXXX AND XXXXXXX COUNTIES, TEXAS
This Second Amendment to Exploration Agreement (the "Amendment") is entered into
this ____ day of March, 1998, by and between Parallel Pet:roleum Corporation
("Parallel"), TAC Resources, Inc. ("TAC"), Allegro Investments, Inc.
("Allegro"), Beta Oil & Gas, Inc. ("Beta"), Xxxxx Oil and Gas Company ("Xxxxx"),
Four-Way Texas L.L.C. ("Four-Way"), Xxxxx Financial Services, Inc. ("Xxxxx") and
Xxx-Xxx Drilling Corp. ("Xxx-Xxx"), FGL, Inc. ("FGL"), Camway, Inc. ("Camway"),
Xxxx X. Xxxxxx ("Xxxxxx"), CKC Investments, Inc. ("CKC") and LWC of Austin, Inc.
("LWC") all hereinafter collectively referred to as (the "Parties"), in order to
amend that certain Exploration Agreement dated August 1, 1997, as amended in
that certain First Amendment to Exploration Agreement dated October 6, 1997,
(the "Agreement").
Whereas, Beta has acquired a portion of the interest owned by TAC and Allegro
under the Agreement, and
Whereas, in order to evidence this acquisition the Agreement is hereby amended
as follows:
Article 2.2 is herebv amended as follows:
"2.2 "Interest and Share of Cost of the Parties." The Parties hereby
agree to own, as their Initial Interest, and agree to
bear the costs set out below as follows:
Party Initial Interest Share of Costs Share of Costs
Prior to Leasehold for Leasehold
Acquisition Acquisition and
Subsequent Operations
Parallel .4337500 .3700000 .4337500
TAC .0291667 .0000000 .0291670
Allegro .0145833 .0000000 .0145830
Beta .2500000 .2666666 .2500000
Xxxxx .1250000 .1666667 .1250000
Four-Way .0200000 .0266667 .0200000
Xxxxx .0100000 .0133333 .0100000
Xxx-Xxx .0200000 .0266667 .0200000
FGL .0700000 .0933333 .0700000
Camway .0050000 .0066667 .0050000
Xxxxxx .0100000 .0133333 .0100000
CKC .0100000 .0133333 .0100000
LWC .0025000 .0033333 .0025000
Parallel, TAC and Allegro have acquired and presently own the Existing AMI
Interests. Beta, Xxxxx, Four-Way, Xxxxx, Xxx-Tex, FGL, Camway, Xxxxxx, CKC and
LWC agree that their respective costs in the Existing AMI Interests shall be
based on $100.00 per net mineral acre on seismic and lease options, and cost
plus 33.33333% on oil and gas leases and seismic permits. The Existing AMI
Interests are presently comprised of approximately 73,102.116 net mineral acres
covered by seismic and lease option, 522.896 net mineral acres covered by
seismic permit where cost was $5,228.96, and 146.890 net mineral acres covered
by oil and gas lease where cost was $7,344.50. Based on the foregoing, the
current total cost of Existing AMI Interests is Seven million three hundred
twenty-two thousand seven hundred eighty-five and 06/100 Dollars
($7,322,785.06). Beta, Xxxxx, Four-Way, Xxxxx, Xxx-Tex, FGL, Camway, Xxxxxx, CKC
and LWC agree to pay Parallel their Proportionate Share of such cost, as
referenced above, in the Existing AMI Interests upon execution of this
Agreement. Beta, Xxxxx, Four-Way, Xxxxx, Xxx-Tex, FGL, Camway, Xxxxxx, CKC and
LWC hereby agree that Parallel shall have the exclusive right to acquire AMI
Interests through December 1, 1997, and that same shall be treated in all
respects as Existing AMI Interests. Beta, Xxxxx, Four-Way, Xxxxx, Xxx-Tex, FGL,
Camway, Xxxxxx, CKC and LWC agree that they shall be obligated to accept such
interests in the same percentages and pay Parallel for such interests at the
same terms stated herein. Payment for such interests shall be due within fifteen
(15) days after receipt of written notice as set out in Article 2.4. Interests
available to Parallel which costs exceed those stated above shall be offered to
the other Parties as per the procedure set forth in Article 2.4 below."
The Parties agree that the provisions of this Amendment shall become a part of
the Agreement as if originally included therein, and do hereby adopt ratify and
confirm the Agreement, as amended, in all of its terms and provisions.
This Agreement may be executed in multiple counterparts, all of which when taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, this instrument is executed on the date first above written.
Parallel Petroleum Corporation
By:
Xxxxx X. Xxxxxx, President
TAC Resources, Inc.
By:
Xxxx Xxxxxx, President
FGL, Inc.
By:
Xxx Xxxxxxxx, President
Camway, Inc.
By:
Xxx Xxxxxxxx, President
CKC Investments, Inc.
By:
Xxxx X. Xxxxxx, President
LWC of Austin, Inc.
By:
Xxxxx Xxx, President
