OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is entered into this
17th day of December, 2001 (the "EFFECTIVE DATE") by and between
Dover Investments Limited, a corporation organized under the laws of
the Ontario, Canada (the "OPTIONOR") and Dover Petroleum Egypt I
Joint Venture, a partnership organized under the laws of the State
of Florida, United States of America (the "OPTIONEE").
WHEREAS, Optionor is a party to that certain Concession
Agreement for Petroleum Exploration and Exploitation (the
"CONCESSION AGREEMENT") between Optionor, the Arab Republic of Egypt
(the "GOVERNMENT") and the Egyptian General Petroleum Corporation
("EGYPTIAN PETROLEUM") dated April 23, 2001;
WHEREAS, the Concession Agreement relates to the exclusive
concession for the exploitation of petroleum and natural gas in and
throughout the East Wadi Araba Area (the "AREA");
WHEREAS, Optionee desires to acquire an option to acquire
all of the Optionor's rights and obligations in, to and under the
Concession Agreement (the "SUBJECT INTEREST"), on the terms and
subject to the conditions set forth in this Agreement;
WHEREAS, Optionor desires to grant Optionee an option to
acquire the Subject Interest, on the terms and subject to the
conditions set forth in this Agreement;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Recitals. The recitals hereinabove set forth are
acknowledged by the parties to be true and correct and are
incorporated herein by reference.
2. Grant of Option to Acquire the Subject Interest.
For and in consideration of the sum of One Hundred and Dollars (the
"INITIAL OPTION PAYMENT") and the agreement by Optionee to provide
certain funds, in the amounts and at the times as indicated
hereinafter, to Optionor for use as required under the Concession
Agreement (the "CONTINUING OPTION PAYMENTS") and for the benefit of
the Optionee, Optionor hereby grants to Optionee the exclusive right
and option (the "OPTION") to acquire the Subject Interest on the
terms and subject to the conditions hereinafter set forth.
Hereinafter, the Initial Option Payment and the Continuing Option
Payments shall collectively be referred to as the "OPTION
CONSIDERATION". Optionee shall pay the Initial Option Consideration
to Optionor on or before five (5) days after the date of execution
of this Agreement by Optionor and Optionee (the "INITIAL OPTION
CONSIDERATION PAYMENT DATE"). If for any reason whatsoever,
Optionor does not receive the Initial Option Consideration in
readily usable United States funds on the Initial Option
Consideration Payment Date then this Agreement shall terminate and
the Optionee shall have no other rights or obligations hereunder.
In connection with the Continuing Option Payments, Optionee shall
pay same to Optionor as follows:
(1) Upon the approval by the Government of the
Concession Agreement, Optionee shall, within three (3) days
after receipt of notification thereof, make a Continuing
Option Payment in the amount equal to the lesser of $400,000
or the budgeted amount as set forth as a part of the First
Exploration Well Budget (as hereinafter defined) for funding
of the amount indicated in this subparagraph (the "First
Continuing Option Payment") to the Optionor. Such First
Continuing Option Payment shall be deposited by Optionor
into a special bank account (the "Concession Funds Account")
to be opened by Optionor at a financial institution deemed
mutually acceptable to Optionor and Optionee. It is
specifically agreed by Optionor, that the Concession Funds
Account shall be used exclusively by Optionor in connection
with the receipt and disbursement of any amounts receivable
and/or payable under the Concession Agreement. Furthermore,
one representative of Optionor (the "Optionor's
Representative") and one representative of Optionee (the
"Optionee's Representative") shall be designated as
signatories under the Concession Funds Account and no
disbursement shall be made from the Concession Funds Account
with out the signature of each of the Optionor's
Representative and the Optionee's Representative. On the
Closing Date (as hereinafter defined) Optionor shall assign
its right, title and interest in and to the Concession Funds
Account to the Optionee. The First Continuing Option
Payment shall be disbursed from the Concession Fund Account
solely to (I) fund payment of signature bonus in the amount
of $300,000 to Egyptian Petroleum as required under the
Concession Agreement; (ii) to fund payment of the actual out
of pocket costs incurred by Egyptian Petroleum, including
but not limited to administrative fees and/or legal fees in
the amount of $40,000 to Egyptian Petroleum as required
under the Concession Agreement; and (iii) to fund payment of
certain previously vouched and authorized office and other
miscellaneous expenses expected to be incurred by Optionor
in connection with the Concession Agreement, provided that
all of such expenses shall have been approved by Optionee.
(2) Subject to the approval by the Optionee of a
detailed budget (the "First Exploration Well Budget")
reflecting the costs necessary in order to undertake and
complete drilling of the First Exploration Well (as such
term is defined in that certain Joint Venture Agreement [the
"Joint Venture Agreement"] by and between Optionor and
Optionee, a copy of which is attached hereto as Exhibit
2.(a)(2)), Optionee shall, not later than sixty (60) days
prior to the forecast commencement of the drilling of the
First Exploration Well, as indicated in the First
Exploration Well Budget, make a Continuing Option Payment in
the amount of the lesser of $2,000,000 or the budgeted
amount required by the First Exploration Budget (the "Second
Additional Contribution") to fund drilling operations as to
the First Exploration Well (the "Second Continuing Option
Payment") to the Concession Fund Account. The Second
Continuing Option Payment shall be disbursed from the
Concession Fund Account solely to fund payments set forth as
a part of the First Exploration Well Budget.
(3) Subject to the approval by Option of a
second detailed budget (the "Second Exploration Well
Budget") reflecting the costs necessary in order to
undertake and complete drilling of the Second Exploration
Well (as such term is defined in the Joint Venture
Agreement), Optionor shall, not later than the date upon
which the drilling of the First Exploration Well (as such
term is defined in the Joint Venture Agreement) commences
make a Continuing Option Payment in the amount of the lesser
of $1,600,000 or the budgeted amount required by the Second
Well Exploration Budget (the "Third Continuing Option
Payment") to fund drilling operations as to the Second
Exploration Well to the Concession Fund Account.
Notwithstanding the foregoing, Optionee shall not have the
obligation to make the Third Continuing Option Payment until
30 days after acceptance by Optionee of the Second
Exploration Well Budget. The Third Continuing Option
Payment shall be disbursed from the Concession Fund Account
solely to fund payments set forth as a part of the Second
Exploration Well Budget.
3. Purchase Price and Related Items.
(a) Purchase Price. The purchase price (the "PURCHASE
PRICE") for the Subject Interest shall be the Option Consideration.
In addition to the Purchase Price, Optionee shall, on the Closing
Date (as hereinafter defined) assume and agree to perform each and
every of the Existing Obligations (as defined hereinafter) that
Optionee would have been required to perform under the Concession
Agreement as if the Optionee had acquired the Subject Interest on
the date of execution of the Concession Agreement by Optionor.
(b) Existing Obligations. In accordance with the terms
and conditions set forth herein, in the event that Optionee acquires
the Subject Interest, such Subject Interest shall be acquired
subject to the Concession Agreement and each and every of the
obligations upon Optionor thereunder (the "EXISTING OBLIGATIONS").
4. Exercise of Option.
(a) Exercise. The Option shall be exercised, if at all,
by the giving of a written notice (the "EXERCISE NOTICE") from
Optionee to Optionor of Optionee's election to acquire the Subject
Interest at any time during the period (the "OPTION PERIOD")
commencing on the Effective Date and ending at 5:00 p.m. Eastern
Standard Time on the tenth (10th) day (the "TERMINATION DATE") after
receipt by Optionee of a notice from Optionor (the "TRIGGER NOTICE")
that the Government and Egyptian Petroleum have authorized the
transfer of the interest of Optionor in and to the Concession
Agreement to Optionee (collectively, the "Transfer Authorizations").
(b) Closing Date. The Exercise Notice shall state
Optionee's election to exercise the Option to acquire the Subject
Interest. Optionee shall give the Exercise Notice, if at all, not
later than the Termination Date. The Exercise Notice shall set
forth the date (the "CLOSING DATE") on which the Closing shall
occur, provided that in no event shall the Closing Date be later
than thirty (30) days after the Termination Date.
(c) Default by Optionee in Acquisition of the Subject
Interest. In the event that the Exercise Notice is given, and all
Closing Conditions (as hereinafter defined) have been timely
satisfied but Optionee nevertheless defaults in its obligation to
acquire the Subject Interest, then Optionor shall be entitled to
retain the Option Consideration and Optionee shall have no further
liability or obligation on account of this Agreement except for such
liabilities and obligations that expressly survive a termination of
this Agreement.
(d) Default by Optionor In Conveyance of the Subject
Interest. In the event that the Exercise Notice is given, and all
Closing Conditions (as hereinafter defined) have been timely
satisfied but Optionor defaults in its obligation to transfer the
Subject Interest to Optionee, then, Optionee shall be entitled to
all of the rights and remedies available to it at law or in equity,
including, without limitation, the right to specifically require
Optionor to so transfer the Subject Interest.
(e) Failure of Closing Conditions. In the event that
the Exercise Notice is given, and one or more of the Closing
Conditions (as hereinafter defined) have not been timely satisfied
or waived by the party in whose favor the Closing Conditions exist,
then the Closing shall be postponed for such reasonable time as may
be necessary to permit the Closing Conditions to be satisfied,
provided, however, if the failure of Closing Conditions results from
a default by either party hereto, then the non-defaulting party
shall be entitled to all of the rights and remedies available to it
at law or in equity, including, without limitation, the rights and
remedies specified in this Agreement.
5. Actions of Optionor for benefit of Optionee During
Option Period.
(a) During the Option Period, and provided that Optionee
has paid the Option Consideration into the Concession Fund Account
as required hereunder, Optionor shall timely undertake and fully
perform each and every requirement as set forth in the Concession
Agreement and shall assure that no event of default occurs
thereunder. In the event that for any reason whatsoever, other than
a default by Optionee hereunder, Optionor causes any event of
default under the Concession Agreement, Optionee shall have the
right, exercisable by Optionee in the exercise of the sole and
absolute discretion of Optionee, to undertake on behalf of Optionor
such action as may be necessary or appropriate to cure any such
event of default under the Concession Agreement, and any cost
incurred by Optionee in connection therewith shall be reimbursed by
Optionor to Optionee upon demand.
(b) Optionor hereby acknowledges, understands and
agrees that during the Option Period, and provided that Optionee has
paid the Option Consideration into the Concession Fund Account as
required hereunder, Optionor shall hold the interest of Optionor in
the Concession Agreement in trust for the benefit of the Optionee,
and Optionor shall receive all the benefits of and undertake all of
burdens under the Concession Agreement on behalf of the Joint
Venture. Accordingly, Optionor represents, warrants and guarantees
that in connection with any matter or thing occurring under or as a
result of the Concession Agreement, Optionor shall be fully
accountable to Optionee in connection therewith.
(c) Optionor shall use its best efforts to obtain the
Transfer Authorizations as soon as possible after execution hereof.
6. Closing. The closing ("CLOSING") of the sale and
purchase provided herein shall be consummated through the mail with
all deliveries required hereunder being made to Xxxxxx X. Xxxxxxx,
P.A. (the "Escrow Agent") on or before 1:00 p.m. in the eastern time
zone (whether standard or daylight savings time) on the Closing
Date. The condition upon the obligation of the parties to conclude
the Closing (collectively, the "Closing Conditions") shall be
receipt from the Government and Egyptian Petroleum shall, as
applicable, of authority to transfer the Subject Interest to
Optionee (the "Approval"). OPTIONEE UNDERSTANDS AND ACKNOWLEDGES
THAT IN THE EVENT THAT THE GOVERNMENT AND EGYPTIAN PETROLEUM FAIL OR
REFUSE TO CONSENT TO ACQUISITION BY OPTIONEE OF THE SUBJECT
INTEREST, OPTIONOR WILL HAVE NO OBLIGATION TO CONCLUDE THE CLOSING
HOWEVER, THE OBLIGATIONS UPON OPTIONOR HEREUNDER SHALL CONTINUE IN
FULL FORCE AND EFFECT FOR SO LONG AS THE CONCESSION AGREEMENT
REMAINS IN EFFECT.
7. Representations and Warranties.
(a) Representations and Warranties of Optionor.
Optionor represents to Optionee that each of the statements
contained in this paragraph 7.(a) are correct and complete as of the
date of this Agreement and will be correct and complete as of the
Closing Date (as though made then and as though the Closing Date
were substituted for the date of this Agreement throughout this
Paragraph 7.(a)).
(1) Authorization of Transaction. Optionor has
full power and authority, including full organizational
power and authority, to execute and deliver this Agreement
and to perform the obligations of Optionor hereunder. This
Agreement constitutes the valid and legally binding
obligation of the Optionor, enforceable in accordance with
its terms and conditions. Except as may be required under
the Concession Agreement, the Optionor need not give any
notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions
contemplated by this Agreement.
(2) Noncontravention. Neither the execution and
the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will violate any
constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court
to which Optionor is subject or any provision of its
organizational documents, or conflict with, result in a
breach of, constitute a default under, result in the
acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Optionor is a
party or by which Optionor is bound or to which any of the
assets of Optionor is subject.
(3) Brokers' Fees. Optionor has no liability,
whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether
due or to become due (collectively, "Liabilities") or
obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transaction
contemplated by this Agreement for which Optionee could
become liable or obligated.
(4) Best Efforts. Optionor shall use its best
commercially reasonable efforts to obtain the Approval.
(5) No other Transfer Agreements. Except for
this Agreement, Optionor has not entered into any other
agreement or understanding, whether written or oral, to
sell, assign or transfer any of its rights or interests
under the Concession Agreement to any party whatsoever.
(6) Taxes. Optionor shall have the sole
responsibility and liability for any taxes, including but
not limited to income taxes, associated with the receipt of
the Option Consideration and/or the Purchase Price.
(7) Disclosure. The representations and
warranties contained in this Paragraph 7.(a) do not contain any
untrue statement of a fact or omit to state any fact necessary in
order to make the statements and information contained in this
Paragraph 7.(a) not misleading.
(b) Representations and Warranties Concerning the
Concession Agreement. Optionor represents and warrants to Optionee,
to the best of Optionor's actual knowledge after due inquiry, that
the statements contained in this Paragraph 7.(b) are correct and
complete as of the date of this Agreement and will be correct and
complete as of the Closing Date, as though made then and as though
the Closing Date were substituted for the date of this Agreement
throughout this Paragraph 7.(b).
(1) Attached hereto as Exhibit 7.(b)(1) is a
true and correct copy of the Concession Agreement.
(2) With respect to the Concession Agreement:
(A) the Concession Agreement is legal, valid,
binding, enforceable, and in full force and effect;
(B) the Concession Agreement will, subject to
receipt of the Approval, continue to be legal, valid,
binding, enforceable, and in full force and effect on
identical terms immediately following the Closing;
(C) no party is in breach or default, and no
event has occurred which with notice or lapse of time would
constitute a breach or default, or permit termination,
modification, or acceleration, under the Concession
Agreement; and
(D) no party has repudiated any provision of
the Concession Agreement.
(3) Disclosure. The representations and
warranties contained in this Paragraph 7.(b) do not contain any
untrue statement of a fact or omit to state any fact necessary in
order to make the statements and information contained in this
Paragraph 7.(b) not misleading.
(c) Representations and Warranties of Optionee.
Optionee represents and warrants to Optionor that the statements
contained in this Paragraph 7.(c) are correct and complete as of the
date of this Agreement and will be correct and complete as of the
Closing Date, as though made then and as though the Closing Date
were substituted for the date of this Agreement throughout this
Paragraph 7.(c).
(1) Authorization of Transaction. Optionee has
full power and authority, including full organizational
power and authority, to execute and deliver this Agreement
and to perform the obligations of Optionee hereunder. This
Agreement constitutes the valid and legally binding
obligation of the Optionee, enforceable in accordance with
its terms and conditions. Except as may be required under
the Concession Agreement, the Optionee need not give any
notice to, make any filing with, or obtain any
authorization, consent, or approval of any government or
governmental agency in order to consummate the transactions
contemplated by this Agreement.
(2) Noncontravention. Neither the execution and
the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will violate any
constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other
restriction of any government, governmental agency, or court
to which Optionee is subject or any provision of its
organizational documents, or conflict with, result in a
breach of, constitute a default under, result in the
acceleration of, create in any party the right to
accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license,
instrument, or other arrangement to which Optionee is a
party or by which Optionee is bound or to which any of the
assets of Optionee is subject.
(3) Brokers' Fees. Optionee has no Liability
or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transaction
contemplated by this Agreement for which Optionor could
become liable or obligated.
(4) Concession Agreement. OPTIONEE HAS REVIEWED
AND IS FAMILIAR WITH THE TERMS AND CONDITIONS OF THE
CONCESSION AGREEMENT AND THE POTENTIAL OBLIGATIONS UPON
OPTIONEE PURSUANT THERETO IN THE EVENT OF THAT OPTIONEE
ACQUIRES THE SUBJECT INTEREST PURSUANT TO A CLOSING
HEREUNDER. OPTIONEE UNDERSTANDS AND ACKNOWLEDGES THAT THE
OPTION CONSIDERATION WILL BE USED AS PROVIDED HEREUNDER TO
FULFILL CERTAIN OBLIGATIONS UNDER THE CONCESSION AGREEMENT,
AND THAT IN THE EVENT THAT THE GOVERNMENT AND EGYPTIAN
PETROLEUM FAIL OR REFUSE TO CONSENT TO ACQUISITION BY
OPTIONEE OF THE SUBJECT INTEREST, OPTIONOR WILL HAVE NO
OBLIGATION TO CONCLUDE THE CLOSING. NOTWITHSTANDING THE
FOREGOING, HOWEVER, THE OBLIGATIONS UPON OPTIONOR HEREUNDER
SHALL CONTINUE IN FULL FORCE AND EFFECT FOR SO LONG AS THE
CONCESSION AGREEMENT REMAINS IN EFFECT.
(5) Disclosure. The representations and
warranties contained in this Paragraph 7.(c) do not contain any
untrue statement of a fact or omit to state any fact necessary in
order to make the statements and information contained in this
Paragraph 7.(c) not misleading.
8. Pre-Closing Covenants. The Optionor and Optionee
agree as follows with respect to the period between the execution of
this Agreement and either the Closing or termination hereof.
(a) General. Optionor and Optionee shall each use their
respective best efforts to take all action and to do all things
necessary, proper, or advisable in order to consummate and make
effective the transactions contemplated by this Agreement.
(b) Operations under the Concession Agreement. Optionor
will not intentionally engage in any practice, take any action, or
enter into any transaction which is intended to cause a default
under the Concession Agreement, and Optionor shall at all times use
its best efforts to comply with any and abide by all of the terms
and conditions of the Concession Agreement, including but not
limited to, any and all financial performance thereunder.
(c) Full Access. Optionor will permit, representatives
of Optionee to have access at all reasonable times to its business
records as to the Concession Agreement.
(d) Notice of Developments. Optionor will give prompt
notice to Optionee of any and all actions or developments occurring
under or as a result of the Concession Agreement.
9. Post-Closing Covenant. In case at any time after
the Closing any further action is necessary or desirable to carry
out the purposes of this Agreement, Optionor and Optionee will take
such further action (including the execution and delivery of such
further instruments and documents) as may be reasonably requested,
all at the sole cost and expense of the requesting party (unless the
requesting party is entitled to same pursuant to the terms hereof .
10. Closing Documents.
(a) Optionor's Closing Documents. At the Closing,
Optionor shall provide Optionee with the following documents or
instruments (the "Optionor's Closing Documents"):
(1) Assignment Documents. Such assignments or
other appropriate instruments assigning and transferring the
Subject Interest to Optionee.
(2) Representation and Warranties Certificate.
A certificate confirming and certifying that the Optionor's
Representations and Warranties are substantially true and
accurate.
(3) Entity Documents. Such documents as may be
necessary to reflect the good standing and authority of
Optionor as may be reasonably required by Optionee.
(4) Other Documents. Such other documents as
may be required by this Agreement or as may be reasonably
required by counsel to Optionee.
(b) Optionee's Closing Documents. At the Closing,
Optionee shall provide Optionor with the following documents or
instruments (the "Optionee's Closing Documents"):
(1) Payment of Purchase Price. The Purchase
Price required to be paid by Optionee to Optionor pursuant
hereto in the form required hereby.
(2) Assignment Documents. Such assignments or
other appropriate instruments assigning and transferring the
Subject Interest to Optionee.
(3) Representation and Warranties Certificate.
A certificate confirming and certifying that the Optionee's
Representations and Warranties are substantially true and
accurate.
(4) Entity Documents. Such documents as may be
necessary to reflect the good standing and authority of
Optionee as may be reasonably required by Optionor.
(5) Other Documents. Such other documents as
may be required by this Agreement or as may be reasonably
required by counsel to Optionor.
11. Relationship of Parties. Except as specifically
provided in this Agreement, Optionee shall not be authorized,
empowered or constituted as the agent of Optionor in any manner; nor
is Optionee authorized or empowered to assume or create any
obligation or responsibility whatsoever, expressed or implied, on
behalf of or in the name of Optionor; or is Optionee authorized or
empowered to bind Optionor in any manner; or authorized or empowered
to make any representation, warranty, covenant, agreement or
commitment on behalf of Optionor.
12. Non Disclosure. Optionor and Optionee each hereby
agree, on behalf of itself and its Affiliates as follows:
(a) Neither Optionor nor Optionee shall at any time or
in any manner or fashion, either directly or indirectly, without the
prior agreement of the other party divulge, disclose or communicate
to any third party or entity whomsoever any of the Confidential
Information (as hereinafter defined), except as may be required by a
court of competent jurisdiction in order to comply with the
requirements of any law, governmental order or regulation.
(b) Optionor and Optionee shall take all reasonable
action, which shall be necessary or appropriate, to prevent the
unauthorized use and disclosure of any Confidential Information, and
to protect the interests of each other in and to the Confidential
Information.
(c) Optionor and Optionee shall require each require
their Affiliates to abide by the terms of this Agreement and retain
all Confidential Information in strict confidence.
(d) For the purposes of this Agreement, Confidential
Information shall be defined as any and all communications,
documents and all other information, documents, items or
communication related to the Optionor, Optionee or the Concession
Agreement and disclosed by or to Optionor or Optionee; provided,
however, that the term Confidential Information shall not include
any of the foregoing which:
(1) is or becomes generally available to the
public other than as a result of a breach of this Agreement;
(2) was within possession of Optionor or,
Optionee prior to it being furnished by Optionor or
Optionee, as the case may be; or
(e) becomes available to Optionor or Optionee, as the
case may be, on a non-confidential basis from a source other than
Optionor or Optionee, as the case may be, provided that to the best
knowledge of Optionor or Optionee, as the case may be, such party is
not bound by a confidentiality agreement with respect to such
information.
13. Miscellaneous.
(a) Amendment. This Agreement may not be modified
except in writing signed by the parties hereto.
(b) Arbitration. All disputes, controversies or
differences that may arise between the parties out of, in relation
to or in connection with this Agreement shall be resolved by
arbitration pursuant to the rules then in effect of the American
Arbitration Association, by which arbitration each party hereto
shall be bound.
(c) Assignment. This Agreement shall be considered
unique and personal as to the parties hereto. Therefore, neither
Optionee nor Optionor may assign all or any part of the obligations
undertaken pursuant to this Agreement without first having obtained
the prior written consent of the other party hereto.
(d) Authorization. The parties signing this Agreement
represent and warrant that they have the full authority to do so.
(e) Binding Nature. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective permitted successors and assigns.
(f) Captions. The captions used herein are provided
only as a matter of convenience and for reference and in no way
define, limit or describe the scope of this Agreement nor the intent
of any provision hereof.
(g) Counterparts. This Agreement may be executed in one
(1) or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same agreement.
(h) Entire Agreement. This Agreement contains the
entire agreement between the parties hereto with respect to the
subject matter hereof, and any oral or written statements or prior
written notice not specifically incorporated herein shall be of no
force or effect.
(i) Facsimile Execution. Facsimile signatures on
counterparts of this Agreement are hereby authorized and shall be
acknowledged as if such facsimile signatures were an original
execution.
(j) Governing Law. This agreement shall be construed
and interpreted in accordance with and shall be governed by the laws
of the State of Florida, without regard to principals of conflict of
law and irrespective of the fact that one or more parties hereto is
now or may hereafter be a resident of a different state,
jurisdiction or country.
(k) No Implied Waivers. The failure of either party to
require the performance by the other party to any provision hereof
shall in no way affect the full right to require such performance at
any time thereafter. The waiver by either party of a breach of any
provision hereof shall not constitute a waiver of any subsequent
breach of the same or any other provision, nor shall it constitute a
waiver of the provision itself.
(l) Notices. All notices to be given under this
Agreement shall be in writing, and may be given, served or made by
depositing the same with a recognized overnight delivery service or
by delivering the same in person to such party as follows:
If to Optionor:
(X)__________(X)
(X)__________(X)
Facsimile:
(X)__________(X)
If to Optionee:
(X)__________(X)
(X)__________(X)
Facsimile:
(X)__________(X)
(m) Rights in Third Parties. Except as
otherwise specifically provided for herein, nothing
expressed or implied in this Agreement is intended or
shall be construed to confer upon or give any person,
firm or Optionor, other than the parties hereto, any
rights or remedies under or by reason of this Agreement.
(n) Severability. In the event any one or
more of the provisions of this Agreement or the
application thereof shall be invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof and
any other application thereof shall in no way be
affected or impaired.
(Signatures appear next page)
IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date set forth
hereinabove.
OPTIONOR:
Dover Investments Limited
/s/ Xxxxxx Xxxxx
By:
Xxxxxx Xxxxx, President
OPTIONEE:
Dover Petroleum Egypt Joint Venture
By:
Dover
Petroleum
Egypt
I
Corporation,
a
Joint
Venturer
/s/ Xxxxx Xxxxxxxx
By: ___________________________________
Xxxxx Xxxxxxxx, Vice President
