AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into this 11th day of
November, 1997, by and between EUROGAS, INC., a Utah corporation ("EuroGas"),
and B. GROHE, an individual ("Grohe") and X. XXXXXXX, an individual ("Koerfer"),
based on the following:
Recitals
A. On or about July 3, 1996, EuroGas acquired all of the issued and
outstanding shares of a company known as Danube International Petroleum Company,
a Texas corporation ("Danube Texas").
B. DIPC owns 95% of a company now known as Danube International Petroleum
Company, B.V., a Netherlands corporation ("Danube Netherlands"), which in turn
holds rights to the joint venture and exploitation of oil and gas concessions in
Slovakia and Czechoslovakia.
C. Grohe owns a 2-1/2% uncertificated interest in Danube Netherlands.
X. Xxxxxxx owns a 2-1/2% uncertificated interest in Danube Netherlands.
E. The parties have agreed that Grohe and Koerfer will exchange their
uncertificated interest in Danube Netherlands for shares of common stock of
EuroGas as set forth below.
Agreement
Based on the foregoing premises and the terms and provisions set forth
herein and the mutual benefits of the parties to be derived therefrom, it is
hereby agreed as follows:
1. Incorporation of Recitals. The above-stated restated recitals are
hereby incorporated by reference.
2. Grohe Exchange. Grohe shall exchange his 2-1/2% interest in Danube
Netherlands for 125,000 shares of restricted common stock of EuroGas bearing the
following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). NO OFFER OR SALE OF THESE SECURITIES MAY BE
MADE IN THE UNITED STATES OR FOR THE BENEFIT OF A UNITED STATES PERSON
WITHOUT FURTHER REGISTRATION OR OTHER COMPLIANCE WITH THE SECURITIES
ACT.
3. Koerfer Exchange. Koerfer shall exchange his 2-1/2% interest in
Danube Netherlands for 125,000 shares of restricted commons tock of EuroGas
bearing the following legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"). NO OFFER OR SALE OF THESE SECURITIES MAY BE
MADE IN THE UNITED STATES OR FOR THE BENEFIT OF A UNITED STATES PERSON
WITHOUT FURTHER REGISTRATION OR OTHER COMPLIANCE WITH THE SECURITIES
ACT.
4. Release. Each of the parties agree to release the other party, which
shall include all affiliates, officers, directors, stockholders, attorneys, or
assigns with respect to any claims or causes of action whatsoever, which they
may have against the other party relating to the ownership interests in Danube
Netherlands.
5. Other Documentation. The parties agree to execute such documentation
as may be reasonable and necessary to effectuate the terms and intent of this
Agreement.
6. Facsimile Counterparts. This Agreement may be executed in facsimile
counterparts, which shall then be considered to be originals and binding upon
the parties.
DATED as of the date first above written.
EuroGas:
EUROGAS, INC.
By /s/ Xxxx Xxxxxxxxxxxx
Xxxx Xxxxxxxxxxxx, Vice-President
942 East 0000 Xxxxx, #000X
Xxxxxxx, Xxxx 00000
Grohe:
/s/ B. Grohe
B. Grohe
c/o Xxxx X. Xxxxxxx
Madison Realty Investors, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx,
Xxxxx 000
Xxxxxx, Xxxxx 00000
Koerfer:
/s/ Xxxxxx Xxxxxxx
X. Xxxxxxx
c/o Xxxx X. Xxxxxxx
Madison Realty Investors, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx,
Xxxxx 000
Xxxxxx, Xxxxx 00000
