EXHIBIT 10.18
AMENDED STOCK PURCHASE AGREEMENT
This AMENDED STOCK PURCHASE AGREEMENT ("Agreement') is made and entered into
this 28th day of April 1999, by and between ARXA International Energy, Inc.,
("Company") 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 and Xxxxxxxxx
Energy, Inc., ("Purchaser") 0000 00xx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx
00000.
That for and in consideration of the premises and the mutual covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereby agree
as follows:
1. The parties hereby agree to amend the Stock Purchase Agreement by and
between Arxa International Energy, Inc. and Xxxxxxxxx Energy, Inc. dated
April 2, 1999 as provided for in this Agreement.
2. The terms and provisions of the Stock Purchase Agreement dated April 2, 1999
are hereby confirmed by the parties are to remain in full force and effect
except as modified in this Agreement.
3. Purchase and Sale of Shares. On the terms and subject to the conditions
hereof, the Company agrees to issue and sell 6,000,000 shares of its common
stock to Purchaser at $0.20 per share or a total of $1,200,000, and
Purchaser agrees at the closing to purchase 6,000,000 shares for $0.20 per
share or pay a total consideration of $1,200,000. The common stock being
purchased by Purchaser shall be free and clear of all liens, claims,
encumbrances, and restrictions.
4. Option to Purchase Shares. Company, subject to consummation of the purchase
by Purchaser of 6,000,000 shares of common stock as provided in paragraph
(3), hereby grants to Purchaser an option to acquire for cash 15,000,000
shares of common stock at a purchase price $0.20 per share. This option may
be exercised in whole or in part at any time and from time to time, by
Purchaser during a period of 180 days from date of this agreement.
5. Purchaser is the owner of oil and gas properties in the States of
Mississippi and Texas. Purchaser shall have the right and option to roll in
and sell oil and gas properties to Company for common stock in company. The
value to be attributed to the oil and gas properties, both producing and
non-producing and exploratory properties for a value determined by
independent oil and gas experts, mutually acceptable to Company and
Purchaser.
6. Company hereby agrees that the representations and warranties of the Company
contained in the Agreement by and between Company and Purchaser dated
April 2, 1999 are true and correct. Purchaser hereby agrees that the
covenants of Purchaser in the Agreement by and between Company and Purchaser
dated April 2, 1999 are true and correct.
7. Closing. Provided that all terms and conditions hereof have been satisfied
or satisfaction thereof has been waived by the party entitled to require
satisfaction thereof, the purchase and
sale of the shares of common stock shall take Place at the offices of the
Company, at 000 Xxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 No later
than 2:00 p.m. on May 7, 1999 unless otherwise agreed by the parties.
EXECUTED AND DELIVERED the day and year first above written.
ARXA International Energy, Inc.
By: /s/ L. Xxxxx Xxxx
-------------------------
President
Xxxxxxxxx Energy, Inc.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------
President
