TERMINATION AGREEMENT
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This Termination Agreement ("Agreement") is made and entered into this
31st day of August, 2006, by and between Mid-Power Resource Corporation, a
Nevada corporation with a business address of 0000 X. Xxxxxx Xxxxxx, Xxxxx 000,
Xxx Xxxxx, Xxxxxx 00000 ("MPRC"), and Xxxxxx Energy, Inc., a Texas corporation
with a business address of 000 X. Xxxxxxxxx, Xxxxx 000, XxXxxxxx, Xxxxx 00000
("MEI"). MPRC and MEI shall each be referred to individually as a "Party" and
collectively as the "Parties."
RECITALS
WHEREAS, the Parties entered into that certain Farmout and Exploration
Agreement dated effective February 22, 2005, covering the Clear Creek Natural
Gas Unit, Carbon and Xxxxx Counties, Utah (the "FOA").
WHEREAS, the Parties now mutually desire to terminate the FOA as
between the Parties, but keep the FOA in place as to third parties that were
signatories to the FOA, upon the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the Parties agree as follows:
1. Each Party hereby surrenders to the other Party all of its
right, title and interest in and to the FOA.
2. Each Party hereby releases the other Party from all claims,
obligations and duties pursuant to the FOA.
3. This Agreement shall be effective as of the 28th day of
August, 2006 (the "Termination Date").
4. This Agreement shall be binding on and inure to the benefit of
the Parties hereto, their successors and assigns.
5. This Agreement may be executed in a number of counterparts,
each of which shall be deemed an original and all of which
shall constitute on and the same Agreement and with each copy
being binding on the Party executing such copy.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective
as of the date first above written.
MID-POWER RESOURCE CORPORATION
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President
XXXXXX ENERGY, INC.
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice President - Land