FIRST AMENDMENT OF PURCHASE AND SALE & EXPLORATION AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT OF PURCHASE AND SALE & EXPLORATION
AGREEMENT
THIS
AGREEMENT is made and entered into effective the 1st
day of
January 2005, by and between NEW CENTURY ENERGY CORP. a Colorado corporation,
successor to CENTURY RESOURCES, INC., maintaining offices at 0000 Xxx
Xxxxxx Xxxxx 000, Xxxxxxx ,Xxxxx 00000 , herein referred to as “New Century” and
AQUATIC CELLULOSE INTERNATIONAL CORPORATION, a Nevada corporation, with offices
at 2504-43rd
Street
Suite 5, Vernon, B.C. Canada, VIT 6L1, herein after referred to as
“Aquatic”.
WITNESSETH
WHEREAS,
New Century and Aquatic are parties to that certain Purchase
and Sale & Exploration
Agreement
, herein
referred to as “Exploration Agreement” ,dated effective March 1, 2004
and
WHEREAS,
New Century and Aquatic desire to amend the Exploration Agreement in accordance
with the following provisions hereof; and
NOW,
THEREFORE, in consideration of the mutual covenants and obligations contained
in
the Exploration Agreement and herein, New Century and Aquatic hereby amend
the
Exploration Agreement as follows:
ARTICLE
I.
The
Exploration Agreement is amended by deletion of the first two paragraphs
following the section heading II.
Option on New Projects and Exploration Drilling Participation,
on
page
4, and by insertion of the following:
“Subject
to and in accordance with the terms, provisions and conditions set forth
in this
Agreement, Aquatic shall have an exclusive - transferable right,( transferable
upon written consent of New Century, which consent cannot be unreasonably
withheld), but not the obligation, to participate with New Century in new
drilling prospects on a limited basis as follows:
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a.
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By
acquiring up to seventy-five percent (75%) working interest in
up to two
(2) new drilling (exploration or development drilling) prospects
in
Wharton or Xxxxxxx Counties, Texas developed by New Century under
the
Viking International 3D Agreement. It is understood that upon Aquatics
written notification of election to participate in drilling the
selected
prospects, the parties shall execute a Participation and Joint
Operating
Agreement governing all operations and activities on the prospect
area,
naming New Century Energy Corp as Operator and Aquatic or its assign
as
Non-Operator. The parties shall further execute such other instruments
and
or documents as Aquatic may reasonably request of New Century to
consummate and evidence the
transaction.
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1
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b.
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By
acquiring up to fifty percent (50%) working interest to participate
in the
drilling of the initial test well on oil and gas leases comprising
the
twenty five acre Xxxxx Xxxxxxxx tract in the Xxxxxxx Xxxxxx Survey
in
Xxxxxx Xxxxxx, Xxxxx (Xxxxxxxxxx Xxxx Xxxxx Xxxx). If Aquatic does
not
elect to participate in the initial well on the Xxxxxxxx tract,
they will
forfeit the right to participate in any subsequent xxxxx proposed
or
drilled on the Xxxxxxxx tract by New
Century.
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Aquatic
will have the option to participate in these two project areas on a non-
promoted basis, subject only to existing leasehold burdens or back-in interest
or overrides reserved by Viking International under the Viking 3D Agreement.
Aquatic will pay its pro-rata share of project expenses. If Aquatic elects
in
writing at its sole discretion, to participate in any of these prospects,
Aquatic will upon presentation of an invoice and within 10 days, reimburse
New
Century for its pro-rata share of any third party expenses incurred by New
Century relating to the subject leases and project areas, including but not
limited to lease bonus payments, xxxxxxx and legal expenses, title expenses,
geological and geophysical expenses. Aquatic will make its election to
participate, on a prospect by prospect basis as they are presented to Aquatic
by
new Century. Aquatic will exercise this preferential right of participation
within a period of 30 days are receipt of notice and detailed project
information, including 3D seismic information from new Century as each prospect
is presented, OR a shorter time period- if a time period less than 30 days
has
been imposed on New Century by a third party or mineral owner. New Century
will
provide such prospect project information to Aquatic prior to the expiration
of
the term of this agreement. (See Article IV below)
If
Aquatic declines to participate or rejects any individual prospect , within
the
allotted time period to respond, then New Century shall own the project or
prospect free and clear of this Agreement, and Century shall have the right
to
market same to third parties without further obligation to Aquatic.
“
ARTICLE
II.
The
Exploration Agreement is amended by deletion under the section heading
A.
Project Areas., on
page
4. all of sub
paragraphs c.; d.; and e.
ARTICLE
III.
The
Exploration Agreement is amended by deletion of the paragraph following the
section heading B.
Stock Consideration for this Option on New Projects and Exploration Drilling
Participation, on
page
4, and by insertion of the following:
“
As
partial consideration hereunder, Aquatic shall deliver to New Century shares
in
Aquatic Cellulose International Corporation, as detailed on Exhibit “C” attached
to and made a part of this Agreement.”
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ARTICLE
IV.
The
Exploration Agreement is amended by deletion of the following under section
heading
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C.
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General
Provisions, 3. Term. on
page 5, and by insertion of the
following:
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3.
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“Term.
The term of the Agreement shall be for a period of one (1) year
beginning
on January 1, 2005 and ending on December 31, 2005. If Aquatic
fails to
exercise its right to participate in any prospects under Section
II Option on New Projects and Exploration Drilling
Participation - Article I
on
page 4., this right to participate will automatically terminate
on the
earlier of the following, the date Aquatic elects in writing not
to
participate in the drilling prospects or December 31, 2005, which
ever is
earlier. Upon termination of this Agreement there will be no further
obligations or liabilities on the part of either party, except
for
existing obligations under the Operating Agreement or for prospects
and
properties jointly owned, or any work or drilling in progress as
of said
termination date. Aquatic at its sole discretion may at any time
terminate
this Agreement by delivering written notice to New Century of Aquatic’s
election to terminate this Agreement, whereupon this Agreement
will
terminate without further obligation or liabilities on the part
of New
Century or Aquatic, except those obligation for any work in progress,
and
for those obligation set forth in the Operating
Agreement.”
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ARTICLE
V.
The
Exploration Agreement is amended by deletion of EXHIBIT “A-1” in its
entirety.
ARTICLE
VI.
The
Exploration Agreement is amended by deletion of the shares allocated to
Xxxxxx
X. XxXxxxxxx……….
3.45 million/ (15%) contained in Exhibit “C”
and by
the insertion of the following:
New
Century Energy Corp.---------------------------------------1.725 million/
(7.5%)
ARTICLE
VII.
Except
as
expressly modified by this Amendment, the terms and conditions of the Purchase
and Sale & Exploration Agreement shall remain in full force and
effect.
All
of
the terms, provisions and conditions of this First Amendment shall be binding
upon and shall inure to the benefit of and be enforceable by the parties
hereto
and their respective successors and permitted assigns.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement in the spaces
provided below.
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CENTURY
RESOURCES, INC.
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NEW
CENTURY ENERGY CORP.
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By:
/s/
XXXXXX
X. XxXXXXXXX
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By: /s/
XXXXXX
X. XxXXXXXXX
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XXXXXX
X. XxXXXXXXX
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XXXXXX
X. XxXXXXXXX
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President
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PRESIDENT
& CEO
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By:
/s/ Sheridan Westgarde
SHERIDAN WESTGARDE
President and CEO
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