Exhibit 10.31
AGREEMENT
THIS AGREEMENT dated the 8th day of April, 1998 is by and between
Environmental Remediation Holding Corporation, with offices at 1686 General
Xxxxxx, Lafayette, LA ("ERHC") and Bass American Petroleum Corporation, with
offices at 1686 General Xxxxxx, Lafayette, LA ("BAPCO").
WHEREAS, BAPCO is a wholly owned subsidiary of ERHC; and
WHEREAS, ERHC wishes to reassign certain assets currently held in BAPCO to
ERHC, to assign certain assets currently held in ERHC to BAPCO and to assume
certain designated liabilities relative to same.
NOW THEREFORE, in consideration of the promises contained herein, and other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties agree as follows:
1. BAPCO assigns all rights, title and interest, if any, which it has to ERHC
in the leases in the Uintah property, the Wichita Falls property, the
Nueces property and the MIII property, consents to the use of this
agreement as evidence of such assignment and authorizes ERHC to perfect
this assignment of interest and to execute any and all documents necessary
to perfect such assignment on its behalf and in its name.
2. BAPCO consents to its removal as the operator on the leases assigned to
ERHC in accordance with paragraph 1 above, consents to the use of this
agreement as evidence of such consent and authorizes ERHC to perfect such
removal and to execute any and all documents necessary to perfect such
removal on its behalf and in its name.
3. ERHC assigns all rights, title and interest, if any, which it has in the
Xxxxxxxxxxx-Xxx, LLC license to BAPCO, which license is paid through
October 16, 1998.
4. ERHC assumes the liability for the accounts payable previously in BAPCO's
name incurred prior to the date of this Agreement but only to they extent
they appear in Schedule A to this Agreement, which Schedule A is annexed
hereto and made a part hereof.
5. ERHC assumes the liability for the accounts payable on the Wichita Falls
property incurred prior to the date of this Agreement, subject to
authentication and reconciliation.
6. ERHC assigns all rights, title and interest which it has in the
environmental remediation equipment to BAPCO.
7. ERHC assigns all rights, title and interest which it has in the Chevron
Agreement to BAPCO.
8. ERHC consents to the assignment of all rights, title and interest in the
remaining non- divested assets, the environmental remediation equipment,
the Chevron Agreement and all shares of BAPCO to a new corporation whose
shares are held for the benefit of Xxx Xxxx, Xx. or his assigns
("NEWBASSCORP") and to the attachment of this Agreement to such assignment
agreement subject to the promise of NEWBASSCORP to (1) the return of the
four million shares (4,000,000) issued to Xxx Xxxx at the acquisition of
BAPCO in April 1997 at such time as such shares are tender to NEWBASSCORP,
(2) the return of the seven hundred forty four thousand (744,000) shares
issued of Rule 144 stock to the Company to Xxx Xxxx, Xx. and/or Bass World
Wide Services for the environmental remediation equipment at such time as
such shares are tender to NEWBASSCORP, (3) the return of the three million
(3,000,000) shares of Rule 144 stock to the Company issued to Xxx Xxxx, Xx.
and/or Bass Environmental Services Worldwide Inc. for the Chevron Agreement
at such time as such shares are tender to NEWBASSCORP and (4) the delivery
of a full and general release from Xx. Xxxx, Bass World Wide Services and
Bass Environmental Services Worldwide Inc. in favor of ERHC.
IN WITNESS THEREOF, the parties have executed this Agreement effective on
the date first above written. Environmental Remediation Holding Corporation
By /s/ XXXXXX XXXXXXXXX, XX.
----------------------------
Xxxxx Xxxxxxxxx, President
Bass American Petroleum Corporation
By: /s/ XXXXXX XXXXXXXX
Xxxxxx XxXxxxxx, President
STATE OF Florida )
) SS.
COUNTY OF Palm Beach )
I hereby certify that on this day before personally appeared Xxxxx
Xxxxxxxxx, President of Environmental Remediation Holding Corporation, to me
known to be the person who executed the foregoing instrument and acknowledged to
me that he executed the same as his free and voluntary act.
WITNESS, my hand and official seal in the County and State above
written, this 8 day of April, 1999.
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Notary Public
My Commission Expires: Feb 18 0000
Xxxxxxxxxx Xx. XX000000
XXXXX XX Xxxxxxx )
) SS.
COUNTY OF Palm Beach )
I hereby certify that on this day before personally appeared Xxxxxx
XxXxxxxx, President of Bass American Petroleum Company, to me known to be the
person who executed the foregoing instrument and acknowledged to me that he
executed the same as his free and voluntary act.
WITNESS, my hand and official seal in the County and State above written,
this 8 day of April, 1999.
/s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Notary Public
My Commission Expires: Feb 18 0000
Xxxxxxxxxx Xx. XX000000
