EXHIBIT 10.7
SALE AND PURCHASE AGREEMENT
TRANSFER OF INTEREST
May 30, 2000
Xxxx Xxxxxx (hereinafter referred to as "Xxxxxx") whose address is 0000 00XX
XXXXXX, XXXXXXXXXX, XXXXX 00000 and Cyrus Limited, (hereinafter referred to as
"Cyrus") whose address is 00000 XXXX 00XX XXXXXX #000, XXXXX, XXXXXXXX 00000,
hereby agrees as follows:
Whereas "Xxxxxx" is the benefactor, assignee, and owner of all of the terms and
conditions, responsibilities, and obligations defined in a certain agreement
dated November 19, 1999 Titled "GAS PROCESSING AGREEMENT", attached hereto, and
made part of this Agreement.
In addition "Xxxxxx" is the benefactor, assignee, and owner of all of the terms
and conditions defined benefits, responsibilities, and obligations of "Westfield
Oil and Gas, Inc." in the AMENDMENT TO GAS PROCESSING AGREEMENT", dated April
27, 2000 attached hereto and made part of this agreement. These Agreements are
contracts and amendment for the NGL plant and related equipment associated with
said plant, located in Livingston Tennessee. The parties are: Xxxxx X. Xxxxx,
DBA Westfield Oil and Gas, Inc. and Upper Cumberland Natural Gas Company, Inc.
and Little Creek Farms, Inc.
"Xxxxxx" has acquired the Xxxxx X. Xxxxx DBA Westfield Oil and Gas, Inc.
interest represented in the above defined Agreements and hereby transfers for
the consideration of $200,000.00 (two hundred thousand dollars) the following
interests, obligations, terms and conditions, participations, and benefits of
those aforementioned Agreements and Amendments:
1. Xxxxxx hereby conveys 100% working interest to "Cyrus" (BEFORE
PAY-OUT. (HEREIN DEFINED AS THE PERIOD OF TIME PRIOR TO "CYRUS"
RECEIVING 100% OF THE PURCHASE PRICE OF $200,000 FROM THE NATURAL GAS
REVENUES HEREIN DESCRIBED. The GAS PROCESSING AGREEMENT DATED NOVEMBER
19, 1999 and the AMENDMENT TO GAS PROCESSING AGREEMENT DATED APRIL 27,
2000. Upper Cumberland Natural Gas Company, Inc. (hereinafter referred
to as "UCNGC") agreed to share 50% of its gross gas revenues from
sales of natural gas at the plant location in Livingston Tennessee to
"the Westfield Oil and Gas Interest" now owned by "Xxxxxx" and hereby
conveyed to "Cyrus".
2. After Pay-Out (HEREIN DEFINED AS THE POINT IN TIME "CYRUS" HAS
RECEIVED 100% OF IT'S PURCHASE PRICE, OF $200,000) to acquire the
Interest in the liquids plant from the net (after operating expense)
gas revenues and the $100,000.00 for the development of additional
xxxxx and gathering system revenues less operating expense. These
revenues are cumulative, and will each contribute to the overall
"Pay-Out".
3. "Cyrus" will receive 100% of the net (after operating expense)
revenues generated from the sale of the extracted liquids until pay
out of both the purchase price of $200,000.00 and the anticipated
expenses of an additional $100,000.00 (to be audited and further
defined after repairs and additional xxxxx have been put on line.) for
a total of $300,000.00 (three hundred thousand dollars).
4. After Pay-Out "UCNGC" Receives 50% of the net (after operating
expense) revenues from the sale of liquids, "Cyrus" receives 25% of
the revenues from the sale of liquids, and "Xxxxxx" receives 25% of
the revenues from the sale of liquids.
5. "Cyrus" will receive 100% of the net (after operating expense)
revenues from any gas xxxxx acquired directly from land-owners, or
from xxxxx without an "Operator". These xxxxx will be tested and
analyzed to determine production capabilities and then hooked to the
gathering system. This activity preformed by "Xxxxxx" shall be paid
for from the $100,000.00 estimated expenses and "Cyrus" will receive
100% of the revenues less the royalties to the landowner before
pay-out (defined as the aforementioned $300,000.00). NOTE: it is
agreed and understood that this volume of gas will not exceed
1,500,000 cfpd. As per prior agreement with "UCNGC".
6. After Pay-Out "Cyrus" will receive 25% of the net revenues (after
operations expense) from the sale of natural gas from these xxxxx, and
25% of the net revenues of the Liquids Plant for the life of the
facility and until it is considered uneconomical to continue
operations.
Agreed and understood this 30th day of May, 2000.
CYRUS LTD
/s/ Xxx Xxxxxxxx
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BY: Xxx Xxxxxxxx Buyer
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx Seller
