Exhibit 2.04
AGREEMENT
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This Agreement entered into by and between EMPIRE ENERGY CORPORATION, a
Utah Corporation (hereinafter referred to as "Empire") and XXXXXXXX & SONS
HOLDING COMPANY, a Nebraska Corporation (hereinafter referred to as "Xxxxxxxx &
Sons), this 30 day of September 2000.
WITNESSETH:
WHEREAS, Empire and Torreon Holdings, Inc., a Utah Corporation (hereinafter
referred to as "Torreon") previously entered into discussions and an agreement
with regard to a merger or business combination of Empire and Torreon; and
WHEREAS, Torreon undertook a $5,000,000 private placement as one of the
criteria of the proposed merger or other business combination; and
WHEREAS, Empire and Torreon have decided not to move forward with the
merger or other business combination since certain criteria were not met by
Torreon; and
WHEREAS, Empire entered into an agreement to acquire the majority of the
outstanding stock of One E Group, Inc, a Nevada Corporation, from Torreon; and
WHEREAS, Empire has concluded the acquisition of the One E Group, Inc.
stock from Torreon; and
WHEREAS, as a result of the One E Group, Inc. transaction, Torreon received
consideration including 500,000 shares of common stock in Empire and 11,000,000
warrants to purchase common stock of Empire at $3.00 per share, and other
shareholders of One E Group received approximately 342,000 shares of common
stock in Empire; and
WHEREAS, One E Group has discontinued business operations and issues have
arisen with regard to the accuracy and adequacy of certain representations
involved in the acquisition of One E Group, Inc.; and
WHEREAS, it is the desire of Empire to effect the return of 750,000 shares
of Empire's common stock to Empire with limited disruption to the business
operations of Empire; and
NOW, therefore, in consideration of the above and foregoing covenants
and agreements contained herein, the Parties hereto agree as follows:
1. On execution of this Agreement, Xxxxxxxx & Sons will transfer to Empire
certificates evidencing 750,000 shares of Empire common stock in exchange
for 100% of the One E Group common stock held by Empire and for the
transfer of any claims Empire may have against former or current
shareholders of One E Group who obtained Empire shares in exchange for One
E Group shares. In addition, Empire will provide cooperation and assistance
if required by Xxxxxxxx & Sons in any pursuit of such claims.
2. The Parties hereto covenant and agree that they have read and fully
understand this Agreement and that there have been no representations made,
written or oral, to induce the execution of this Agreement or in connection
with the execution of this Agreement or in connection with negotiation of
this Agreement which would not reflect under the terms of this Agreement.
3. The undersigned parties stipulate and agree that they have had an ample
opportunity to review this Agreement with their legal representative and
that the undersigned Parties are signing this Agreement, freely and
voluntarily without coercion or undo influence. The undersigned Parties are
executing this Agreement solely and exclusively for the promises and
agreements contained herein.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement
effective the date first above written.
EMPIRE ENERGY CORPORATION,
a Utah Corporation
By: /s/ Xxxxxx X. Xxxxxxxx, President
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By: /s/ Xxxxx X. Xxxxxxxx, Exec. VP
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XXXXXXXX & SONS HOLDING COMPANY,
a Nebraska Corporation
By: /s/ Xxxxxx X. Xxxxxxxx, President
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