THE AGREEMENT
This Agreement ("Agreement") is made as of this 29th day of
October 1999 by and between WolfStone Corporation ("WSC") and
Xxxxx Energy, Ltd. ("VEL"). The companies may from time to time
be referred to hereinafter collectively as the "constituents".
WHEREAS, VEL believes it to be in its best interest to sell
certain of its holdings to WSC, said holdings being 100% of the
authorized and issued common stock of Xxxxxx Energy, Inc.("GEI"),
and
WHEREAS, WSC believes it will be beneficial to its energy
business to acquire 100% of the authorized and issued shares of
GEI. The Constituents" are in accord to effect this Agreement
with terms and conditions as follows:
NOW THEREFORE, in consideration of the above stated, the
covenants, promises, and representations of each "Constituent" to
this Agreement are as follows:
ARTICLE I
1.1 Organization. GEI is duly organized, validly existing, and
in good standing in the State of TEXAS. USA, has all necessary
powers to own its property and carry on its business as now owned
and operated by it in any geographic area in the United States or
elsewhere, wherein its business requires qualification.
1.2 Capital Stock. GEI has authorized 50,000,000 shares or
common stock, par value $1.00 per share. All outstanding shares
are fully paid and non assessable.
1.3 Subsidiaries. GEI has no subsidiaries nor does it own any
interest in any other enterprise, excepting those known to the
"Constituents" of this Agreement.
1.4 Financial Information. GEI's property descriptions,
lease assignments, and valuation with geological documentation
are all available upon request by any state or federal agency and
for purposes of audit.
1.5 Indemnification. VEL gives no warranty or guarantee,
express or implied, regarding valuations of assets or other
financial reports or documentation which has been provided by any
third party. The "Constituents" hereto hereby indemnify each
other against any and all possible debts liabilities, losses, or
obligations made or incurred in connection with any possible
flaws in financial reports or documentation which is given or
made by any party other than "Constituents" hereto.
1.6 Litigation. GEI is not involved in any litigation, the
nature of which would be considered other than a common hazard of
conducting business. It is not in default with respect to any
order. writ, injunction. or decree of any court of the United
States or any foreign country.
1.7 Authority. VEL has the right to negotiate and execute this
Agreement. VEL is authorized to execute this Agreement and has
power and authority to execute, deliver, and adopt this
Agreement, and this Agreement, upon execution, shall become a
legal valid, and binding obligation of VEL and shall be
enforceable in accordance with its terms and conditions.
ARTICLE II
2.1 Organization. WSC is validly existing and in good standing
in the State of Nevada., USA. WSC is a publicly owned corporation
and its shares are publicly traded.
2.2 Subsidiaries. WSC has two subsidiaries, Texas International
Petroleum and Subsurface Energy, Inc..
2.3 Financial Information. All financial information of WSC is
currently known to VEL.
2.4 Litigation. WSC is not involved in any litigation, the
nature of which would be considered other than a common hazard of
conducting business. WSC is not in default with respect to any
order, writ, injunction or decree of any court of the United
States or any foreign country.
2.5 Authority. WSC is authorized to execute and perform this
Agreement and this Agreement, upon execution, shall become a
legal, valid, and binding obligation of WSC and shall be
enforceable in accordance with its terms and conditions.
ARTICLE III
3.1 Offices. WSC's executive headquarters is located in the
City of Woodbridge, CA. It's operation headquarters is in the
City of Abilene, TX.
3.2 Material Contracts. Neither of the "Constituents" have any
material contracts to which either is a party or by which it is
bound which would effect this transaction in a negative manner.
ARTICLE IV
4.1 Terms and Conditions. This transaction shall be accomplished
primarily by means of a tax free stock for stock exchange. WSC
shall acquire 100% of the authorized and issued stock of GET from
VEL in exchange for 1,200,000 shares of WSC common stock bearing
a 12 month restriction in accordance with SEC Rule 144, WSC shall
also execute a note to the benefit of VEL or assigns in the
amount of $235,000 U.S. Dollars. Said note shall be due and
payable six months from the date of execution hereof. VEL hereby
agrees that said note may be rolled over for an additional period
of six months in event payment of the $235,000 note at the
initial due date would be detrimental to the business of WSC and
its shareholders. WSC, however, hereby agrees to put forth every
effort to pay said note at the initial due date.
4.2 Price. The purchase price of the GEI stock is Thirty Four
Million Dollars US ($34,000,000). The appraisals on the GEI
proven, producing gas and oil reserves have been performed by
licensed petroleum geological engineers and geophysicists.
4.3 Reserve Area. GEI's reserve leases cover nearly 1,300 acres
with 35 xxxxx and $245,000 in production' equipment..
ARTICLE V
5.1 Effective Date. This Agreement shall become effective on
the date of execution of this document by authorized signatures
of each of the "Constituents" and witnessed.
5.2 Counterparts. This Agreement may be executed in one or more
counterparts each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
This document may be executed by the "Constituents" utilizing
facsimile transmission to bind this Agreement and it shall be as
legally binding as though executed in hard copy.
5.3 Hard Copy. The "Constituents" may utilize facsimile
transmission to legally bind this Agreement, but the
"Constituents" shall at their convenience execute multiple (4)
hard copies for WSC, the publicly held corporation, for filing
with any agencies in event this should be applicable.
ARTICLE VI
6.1 Non-Waiver. The failure of any "Constituent" to this
Agreement to insist in any one or more cases upon the performance
by another "Constituent", of any of the provisions, terms, or
conditions of this Agreement, or to fail to exercise any option
herein contained, shall not be construed as a waiver or
relinquishment of any other provision, term, or condition of this
Agreement. No waiver by a :Constituent" of a breach by the other
"Constituent" shall be construed as a waiver with respect to any
other subsequent breach.
6.2 Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only
and shall not define, limit, or add to the meaning of any
provision of this Agreement.
6.3 Notices. Any formal notices of demands by a "Constituent"
company hereto shall be in writing and of hard copy and shall be
deemed to be duly given on the date of delivery by Courier or
"served" on the tenth day after mailing, if mailed to
"Constituent" to which notice is being given, by first class,
registered or certified, postage prepaid to headquarters office
of the "Constituent" to its address as it may be at a given time.
6.4 Venue. This Agreement and its application shall be governed
by the laws of the State of Texas and be construed by the
appropriate courts of the State or Texas. Venue shall be in
Xxxxxx County, TX.
6.5 Binding Effect. This Agreement in all its terms and
conditions shall inure to and be binding upon the corporate
successors, directors, senior officers, executors, assigns of
each of the "Constituent" companies and major shareholders
thereof.
6.6 Mutual Consideration. The "Constituents" hereof shall
cooperate with each other to achieve the mutually desired purpose
of this Agreement and shall execute such other and further
documents and take such other and further action as may be
necessary or convenient to successfully accomplish the intention
or the transaction described herein for the best interests of
each of the "Constituent" companies..
6.7 Exhibits. Any exhibit referred to in this Agreement, but
not currently available, shall be provided at the earliest
possible date. The representations by the "Constituents" hereto
of this Agreement, and is any Attachments or Addendum hereto,
shall survive the effective date hereof and shall supersede any
and all prior agreements and understandings, if any between the
"constituent" companies and, subsequent to the effective date of
this Agreement, can only be modified by resolutions ratified by
the Board of Directors of each of the "Constituent" companies of
by vote of the shareholders carrying the right to vote a majority
of the controlling shares of the parent corporation.
IN WITNESS WHEREOF, each of the companies being "Constituents"
hereto have expressed their acceptance and agreement of the
terms and conditions of this Agreement by their duly authorized
representatives affixing their respective and witnessed
signatures below.
For WolfStone Corporation (WSC) For Xxxxx Energy, Inc. (VEI)
By: /s/ Xxxxx X. Xxxxx By: /s/ X.X. Xxxxxxx
Xxxxx X. Xxxxx, Acting Secretary X.X. Xxxxxxx, Director
