Pangea Petroleum Corp Sample Contracts

AvStar Aviation Group, Inc. – CONVERTIBLE PROMISSORY NOTE (May 16th, 2011)

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: $___________ Issue Date: ______________ ___, 201___ Purchase Price: $___________

AvStar Aviation Group, Inc. – 8.5% CONVERTIBLE NOTE DUE JULY 1, 2011 (May 5th, 2011)

THIS NOTE AND THE UNDERLYING COMMON STOCK INTO WHICH THIS NOTE IS CONVERTIBLE ("THE CONVERSION SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THIS NOTE AND THE UNDERLYING COMMON STOCK MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION OF COUNSEL (SATISFACTORY TO AVSTAR AVIATION GROUP, INC.) THAT REGISTRATION IS NOT REQUIRED. 8.5% CONVERTIBLE NOTE DUE JULY 1, 2011 $70,000.00 Date: July 1, 2010 FOR VALUE RCEIVED, AvStar Aviation Group, Inc., a corporation duly organized and existing under the laws of the State of Texas, having an address of 3600 South Gessner, Suite 220, Houston, Texas 77063(the "Corporation"), ------------ hereby promises to

AvStar Aviation Group, Inc. – 8.5% CONVERTIBLE NOTE DUE JANAUARY 31, 2012 (May 5th, 2011)

THIS NOTE AND THE UNDERLYING COMMON STOCK INTO WHICH THIS NOTE IS CONVERTIBLE ("THE CONVERSION SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER ANY APPLICABLE STATE LAW. THIS NOTE AND THE UNDERLYING COMMON STOCK MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AN OPINION OF COUNSEL (SATISFACTORY TO AVSTAR AVIATION GROUP, INC.) THAT REGISTRATION IS NOT REQUIRED. 8.5% CONVERTIBLE NOTE DUE JANAUARY 31, 2012 $60,000.00 Date: January 31, 2011 FOR VALUE RCEIVED, AvStar Aviation Group, Inc., a corporation duly organized and existing under the laws of the State of Texas, having an address of 3600 South Gessner, Suite 220, Houston, Texas 77063(the "Corporation"), ------------ hereby pro

AvStar Aviation Group, Inc. – AIRCRAFT LEASE (April 15th, 2011)

Page | 1 AIRCRAFT LEASE THIS LEASE AGREEMENT ("Lease") is made and entered into as of the 1st day of February 2010 by and between AIR CHARTERS, LLC, a Florida limited liability company with principal offices at 4130 Northeast 23rd Avenue, Lighthouse Point, Florida ("LESSOR"), and TWIN AIR CALYPSO LIMITED, INC., a Florida corporation with principal offices at 3406 SW 9TH AV , Fort Lauderdale, Florida 33315 ("LESSEE"). W I T N E S S E T H: That, 1. THE LEASED AIRCRAFT, LESSOR is the owner of the following Aircraft, LESSOR leases to LESSEE and LESSEE leases from LESSOR, upon the terms and conditions herein contained, the following described aircraft, all presently installed equipment, all engine and airframe logbooks for or relating to the aircraft, and all additions thereto and replacements or substitutions therefore, all of the foregoing items (including, without

AvStar Aviation Group, Inc. – STOCK OPTION AGREEMENT (August 25th, 2010)

STOCK OPTION AGREEMENT (KENNETH W. LANGSTON) THIS STOCK OPTION AGREEMENT (the "Agreement") is made as of the 19th day of August, 2010 by and between the person whose signature appears on the signature page hereof under the caption "Optionor" ("Optionor") and AvStar -------- Aviation Group, Inc., a Colorado corporation ("Optionee"). -------- RECITALS: WHEREAS, Optionor received 6.3 million shares (the "Owned Shares") of the common stock in Optionee ("Common Stock") in connection with Optionee's acquisition of all of the outstanding shares in Twin Air Calypso Limited, Inc., a Florida corporation; and WHEREAS, Optionee desires Optionor to grant in favor of Optionee, and Optionor is willing to grant in favor of Optionee, a stock option in all shares of

AvStar Aviation Group, Inc. – STOCK OPTION AGREEMENT (August 25th, 2010)
AvStar Aviation Group, Inc. – EMPLOYMENT AGREEMENT (August 25th, 2010)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 5th day of May, 2010 by and between Twin Air Calypso Limited, Inc. a Florida corporation (referred to hereinafter as "Employer"), and Clayton I. Gamber (referred to hereinafter as "Employee"). RECITALS: WHEREAS, Employer desires to employ Employee, and Employee desires to be employed by Employer; and WHEREAS, Employer and Employee desire to set forth the terms and conditions of Employee's employment with Employer; AGREEMENTS: NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by each of Employer and Employee, each of Employer and Employee hereby agrees as follows: 1. Employment. Employer hereby employs Employee, and Employee hereby

AvStar Aviation Group, Inc. – STOCK SALE AND PURCHASE AGREEMENT (August 16th, 2010)

STOCK SALE AND PURCHASE AGREEMENT THIS STOCK SALE AND PURCHASE AGREEMENT ("Agreement") is made and entered into effective as of the _____ day of June, 2010 by and between (a) (i) Clayton I. Gamber, Kenneth W. Langston and Robin V. Gamber (each of the foregoing persons is referred to hereinafter as a "Seller" and collectively as the "Sellers"), each of whom is a shareholder of Twin Air Calypso Limited, Inc. (the "Company"), a Florida corporation, on the one hand, and (b) AvStar Aviation Group, Inc., a Colorado corporation ("Purchaser"), on the other hand. RECITALS: WHEREAS, for the purchase price provided for herein and subject to the terms, provisions and conditions set forth herein, Purchaser desires to acquire from Sellers full right, title and interest in and to all of the outstanding stock in the Company, free and clear of any security interest, lien, mortgage, encumbrance, claim, or limitation or restri

AvStar Aviation Group, Inc. – FIRST AMENDMENT TO STOCK SALE AND PURCHASE AGREEMENT (August 16th, 2010)

FIRST AMENDMENT TO STOCK SALE AND PURCHASE AGREEMENT This First Amendment (the "First Amendment") to that certain STOCK SALE AND PURCHASE AGREEMENT (the "Agreement") dated June _____, 2010 (the "Execution Date") by and between (a) (i) Clayton I. Gamber, Kenneth W. Langston and Robin V. Gamber (each of the foregoing persons is referred to hereinafter as a "Seller" and collectively as the "Sellers"), each of whom is a shareholder of Twin Air Calypso Limited, Inc. (the "Company"), a Florida corporation, on the one hand, and (b) AvStar Aviation Group, Inc., a Colorado corporation ("Purchaser"), on the other hand. All capitalized, undefined terms used herein shall have the respective meanings given to such terms in the Agreement. RECITALS WHEREAS, the Agreement was entered on or about the Execution Date; and WHEREAS, each of the Sellers and Purchaser desire to amend the Agreement upon the terms, provis

AvStar Aviation Group, Inc. – EMPLOYMENT AGREEMENT (May 19th, 2010)

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of March 17, --------- 2010 between AvStar Aviation Group, Inc., a Colorado corporation (the "Company") ------- and Russell Ivy (the "Executive"). --------- WITNESSETH: ----------- A. WHEREAS, the Company has employed the Executive on an ongoing basis and the Company wants to formalize the relationship. B. WHEREAS, the parties desire for the Executive to act as President commencing the date hereof and during the term hereof. C. WHEREAS, the parties desire to execute and deliver this Agreement to provide for the continued employment of Executive by the Company. NOW, THEREFORE, in consideration of the foregoing premises and for other good an

AvStar Aviation Group, Inc. – PRESS RELEASE (May 19th, 2010)

PRESS RELEASE AAVG Signs LOI; $5Million Contract With SatMAX Corporation(R) Press Release Source: AvStar Aviation Group On Monday May 17, 2010, 9:15 am EDT HOUSTON TX--(Marketwire - 05/17/10) - AvStar Aviation Group (Pinksheets:AAVG - News) announces that they signed a letter of intent ("LOI") with SatMAX Corporation (Pinksheets:SATM - News) granting them exclusive marketing rights to SatMAX communications repeaters and avionics testing equipment for the commercial helicopter industry; and promises AAVG exclusive rights to a $5 million contract through SatMAX , providing cost-effective communications equipment specifically for helicopter avionics and maintenance strategies. SATM equipment is being used by the U.S. Navy and is a cost-reducing maintenance strategy for avionics across the airline industry. AAVG is now uniquely positioning the company for prestige and profits. AAVG CEO Russell Ivy stated "We believe now is the time to be a provider of new services, like the repeater

AvStar Aviation Group, Inc. – ARTICLES OF INCORPORATION (September 22nd, 2009)

FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF PANGEA PETROLEUM CORP. (CHANGING ITS NAME HEREBY TO "AVSTAR AVIATION GROUP, INC.") These Amended and Restated Articles of Incorporation correctly set forth, amend, and restate, the provisions of the Articles of Incorporation of Pangea Petroleum Corp., changing its name hereby to "AvStar Aviation Group, Inc." (the "Corporation"), as amended and currently in effect. These Amended and Restated Articles of Incorporation contain amendments that were adopted by the shareholders of the Corporation. The number of votes cast for the amendments and this restatement, by each voting group entitled to vote separately on the amendments and this restatement, were sufficient for approval by that voting group. These Amended and Restated Articles of Incorporation supersede all othe

Pangea Petroleum Corp – HANGAR SUBLEASE (May 15th, 2009)

FRENCH VALLEY AVIATION, INC. HANGAR SUBLEASE This Sublease is entered into on (May 01, 2007) by and between French Valley Aviation Inc., referred to in this Sublease as "Sublessor", and San Diego Airmotive Inc. referred to in this Sublease as "Sub lessee" RECITALS 1. Sublessor is the tenant under a Lease effective May 1, 1993 ("The lease" or "Master Lease") by and between French Valley Aviation ("Lessee") and the County of Riverside ("County") as Lessor covering an approximate 3.0-acre portion of the French Valley Airport. 2. Sublessor intends to sublease to Sub lessee a portion of the premises covered by the Master Lease and has obtained or will obtain permission from the County to sublease to Sub lessee. The space applicable to such portion is defined as "such space necessary for storage and maintenance operations, ("the Premises"). Sub lessee intends to sublease such portion from

Pangea Petroleum Corp – PROMISSORY NOTE (May 15th, 2009)

PROMISSORY NOTE BORROWER: AvStar Aviation Services, Inc., 3600 South Gessner Road, Suite 220, Houston, Texas 77063 LENDER: TexCom, Inc. PRINCIPAL AMOUNT: $235,000.00 1. FOR VALUE RECEIVED, AvStar Aviation Services, Inc. promises to pay to TexCom, Inc. at 3600 South Gessner Road, Suite 200, Houston, Texas 77063, or at such address as may later be provided in writing to AvStar Aviation Services, Inc., the principal sum of Two Hundred Thirty Five Thousand ($235,000.00) Dollars, with interest payable on the unpaid principal at the rate of 8.25 percent per annum. In accordance with the terms of the Stock Purchase Agreement between Borrower and Lender dated November 11, 2006 by which Borrower is purchasing the outstanding capital stock of San Diego Airmotive from Lender, Borrower has agreed to assume current payables not to exceed Ninety Thousand ($90,000.00) Dollars. In the event that the current payables of San Diego Airmotive exceed Ni

Pangea Petroleum Corp – STOCK PURCHASE AGREEMENT BETWEEN (May 15th, 2009)

MODIFICATION AGREEMENT PROMISSORY NOTE ISSUED IN CONNECTION WITH STOCK PURCHASE AGREEMENT BETWEEN TEXCOM, INC. AND AVSTAR AVIATION SERVICES, INC. AS OF NOVEMBER 22, 2006 TexCom, Inc. ("SELLER") and AvStar Aviation Services, Inc. ("PURCHASER"), collectively (the "PARTIES"), entered into a Stock Purchase Agreement (the "AGREEMENT") effective November 22, 2006 that provided for the sale of 100% of the common stock of San Diego Airmotive to Purchaser. RECITALS WHEREAS, the Agreement provided that Purchaser would acquire the common stock of San Diego Airmotive in exchange for a payment of 300,000 shares of TexCom, Inc. common stock and a note in the amount of Two Hundred Thirty-Five Thousand and no/100 ($235,000.00) dollars, and Whereas, the Agreement further provided that in the event the current payables exceeded $90,000 at the time of closing, the purchase pr

Pangea Petroleum Corp – THE ARTICLES OF INCORPORATION (February 25th, 2009)

ATTACHMENT "A" TO THE FIRST AMENDMENT TO THE ARTICLES OF INCORPORATION OF PANGEA PETROLEUM CORPORATION ESTABLISHING THE CORPORATION'S SERIES A PREFERRED STOCK It is hereby certified that: 1. The name of the corporation (hereinafter called the "corporation") is Pangea Petroleum Corporation, a Colorado corporation. 2. The articles of incorporation of the corporation authorizes the issuance of 10,000,000 shares of Preferred Stock of the par value of one-tenth of one cent ($0.001) per share, and expressly vests in the Board of Directors of the corporation the authority provided therein to issue any or all of said shares in one or more series and by resolution or resolutions, the designation, numbe

Pangea Petroleum Corp – SHARE EXCHANGE AGREEMENT (February 25th, 2009)

SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT ("Agreement") is entered into effective this 31st day of December, 2008 by and between AvStar Aviation Services, Inc., a Texas corporation ("AvStar"), and (a) Pangea Petroleum Corporation, a Colorado corporation ("Pangea"). RECITALS: WHEREAS, AvStar is the record and beneficial owner of 1,500 shares of common stock, no par value, of San Diego Airmotive (the "SDA Common Stock"), which shares constitute all of the outstanding shares of SDA Common Stock, and all or substantially all of the assets of AvStar; and WHEREAS, Pangea desires to acquire from AvStar, and AvStar desires to convey to Pangea, all of the issued and outstanding SDA Common Stock, in exchange for shares of the series A preferred stock of Pangea to be created pursuant to the articles of amendment to articles of incorporation attached hereto as Exhibit A ("Pa

Pangea Petroleum Corp – PANGEA PETROLEUM CORPORATION 2008 EQUITY COMPENSATION PLAN (May 9th, 2008)

Pangea Petroleum Corporation, a Colorado corporation, (the "Corporation"), hereby adopts this Equity Compensation Plan (the "Plan"), under which Common Stock in Lieu of Cash Compensation Awards (“Awards”) of the Corporation may be granted from time to time to employees, directors and consultants of the Corporation or its subsidiaries, if any.

Pangea Petroleum Corp – May 7, 2007 (May 22nd, 2007)

This will confirm our understanding concerning the proposed acquisition of Rock Energy Partners Operating, LP (“Rock Energy”) by Pangea Petroleum Corporation. (“PAPO”) (The “Transaction”). This letter does not contain all matters upon which agreement must be reached in order for the Transaction to be consummated, but is intended solely as an outline of certain material provisions. The terms of our understanding are as follows:

Pangea Petroleum Corp – EMPLOYMENT AGREEMENT (March 31st, 2006)

EXHIBIT 10.2 EMPLOYMENT AGREEMENT This Agreement, dated as of July 1, 2005, is between Pangea Petroleum Corporation ("Employer" or the "Company"), and Charles B. Pollock ("Employee"). Employer and Employee agree to the following terms and conditions of employment. (This Agreement replaces the Agreement dated October 1, 2004.) 15. Period of Employment. Employer shall employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period (the "Period of Employment") commencing on the date of this Agreement and ending on December 31, 2007. 16. Position and Responsibilities. (a) Position. Employee shall be employed with the company as Chief Executive Officer and Chairman of the Board of Directors and shall perform all services appropriate to that position, as well as such other duties and services as may be assigned by Employer. Employe

Pangea Petroleum Corp – EMPLOYMENT AGREEMENT (March 31st, 2006)

EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Agreement, dated as of July 1, 2005, is between Pangea Petroleum Corporation ("Employer" or the "Company"), and Mark F. Weller ("Employee"). Employer and Employee agree to the following terms and conditions of employment. (This Agreement replaces the Agreement dated October 1, 2004.) 1. Period of Employment. Employer shall employ Employee to render services to Employer in the position and with the duties and responsibilities described in Section 2 for the period (the "Period of Employment") commencing on the date of this Agreement and ending on December 31, 2007. 2. Position and Responsibilities. (a) Position. Employee shall be employed with the company as President and Director and shall perform all services appropriate to that position, as well as such other duties and services as may be assigned by Employer. Employee shall devote his best efforts to the perform

Pangea Petroleum Corp – ASSET PURCHASE AGREEMENT (January 11th, 2006)

Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement ("Agreement") is entered into effective as of the ____ day of January, 2006 ("Effective Date"), among PANGEA PETROLUEM CORPORATION, a Colorado corporation ("Purchaser," "Pangea" or the "Company") and Christopher Scully ("Seller" or "Scully"). WHEREAS, Scully is the owner of leasehold working interests in certain oil and gas leases situated in Fort Bend County, Texas ("Blue Ridge Field Leases") and New York State ("New York Lease") (hereinafter collectively referred to as "Projects") and as more fully described on Exhibit "A", attached hereto and incorporated herein; and. WHEREAS, Seller desires to sell a 1.5% working interest in the Blue Ridge Field and a 2.5% working interest in the New York Leases (the "Working Interests") and Purchaser desires to purchase the Working Interests in the Projects from Scully and Seller and Purchaser have agreed that the sale sho

Pangea Petroleum Corp – Pangea Petroleum Acquires Working Interests in Oil and Gas Leases (January 11th, 2006)

Exhibit 99.1 Press Release Source: Pangea Petroleum Corporation Pangea Petroleum Acquires Working Interests in Oil and Gas Leases HOUSTON--(BUSINESS WIRE) - January 11, 2006--Pangea Petroleum Corp. (OTCBB:PAPO), announced today it has entered into an acquisition agreement under which Pangea will acquire a 1.5% working interest in oil and gas leases located in Fort Bend County, Texas and a 2.5% working interest in oil and gas leases in Steuben County, New York. The acquisition agreement also includes provisions to facilitate Pangea's acquisition of additional drilling and production interests over the next two years. Pursuant to this provision, Pangea has acquired a 2.25% working interest in a project in White County, Illinois. Complete details on the acquisition agreement are provided in Pangea's Form 8-K filed today with the Securities and Exchange Commission. The Fort Bend County interest is a 421 acre project currently producing approximately 6500

Pangea Petroleum Corp – EQUITY COMPENSATION PLAN (June 2nd, 2005)

EXHIBIT 10.1 PANGEA PETROLEUM CORPORATION EQUITY COMPENSATION PLAN Pangea Petroleum Corporation, a Colorado corporation, (the "Corporation"), hereby adopts this Equity Compensation Plan (the "Plan"), under which Common Stock in Lieu of Cash Compensation Awards ("Awards") of the Corporation may be granted from time to time to employees, directors and consultants of the Corporation or its subsidiaries, if any. SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The Plan is intended to aid the Corporation in maintaining and developing a management team, attracting qualified officers and employees capable of assisting in the future success of the Corporation, and rewarding those individuals who have contributed to the success of the Corporation. It is designed to aid the Corporation in retaining the services of executives and employees and in attracting new personnel when neede

Pangea Petroleum Corp – ENGAGEMENT AGREEMENT (May 4th, 2005)

EXHIBIT 4.1 ENGAGEMENT AGREEMENT [LETTERHEAD OF VINTAGE FILINGS, LLC] -------------------------------------------------------------------------------- April 15, 2005 Charles Pollock RE: CONTRACT FOR EDGAR SERVICES I would like to take this opportunity to introduce you to a package program of EDGAR services from Vintage Filings, LLC as a method of saving your public company the typical costs associated with EDGAR filings and SEC reporting requirements. I. Consulting Services Vintage Filings hereby agrees to provided the following consulting and advisory services to your Company: review your Company's filing requirements of Sarbanes Oxley, determine a cost effective plan to edgarize the filings you are likely to require over the next 12 months. We will provide you, on a timely basis, with updates regarding SEC edgar filing software and new developments with regard to SEC filing forms and HTML

Pangea Petroleum Corp – EQUITY COMPENSATION PLAN (November 17th, 2003)

EXHIBIT 10.1 PANGEA PETROLEUM CORPORATION EQUITY COMPENSATION PLAN Pangea Petroleum Corporation, a Colorado corporation, (the "Corporation"), hereby adopts this Equity Compensation Plan (the "Plan"), under which Stock Awards, and Common Stock in Lieu of Cash Compensation Awards ("Awards") of the Corporation may be granted from time to time to employees, directors and consultants of the Corporation or its subsidiaries, if any. SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The Plan is intended to aid the Corporation in maintaining and developing a management team, attracting qualified officers and employees capable of assisting in the future success of the Corporation, and rewarding those individuals who have contributed to the success of the Corporation. It is designed to aid the Corporation in retaining the services of executives and empl

Pangea Petroleum Corp – SETTLEMENT AGREEMENT (June 7th, 2002)

SETTLEMENT AGREEMENT This Settlement Agreement (the "Settlement Agreement") is made and entered into this 30 day of May, 2002, by and among JACOB INTERNATIONAL, INC. ---- (hereinafter referred to as "Jacob"); MARC H. NATHAN, Individually (hereinafter referred to as "Marc"); MARTIN R. NATHAN (hereinafter referred to as "Marty"); MARTIN R. NATHAN & ASSOCIATES, P.C. (hereinafter referred to as "Nathan Associates"); RAPID RELEASE RESEARCH, LLC (hereinafter referred to as "Rapid Release") (all hereinafter jointly called "First Party"); and PANGEA PETROELUM CORP. (hereinafter referred to as "Pangea"); PANGEA SERVICES, INC. (hereinafter referred to as "PSI") and CHARLES B. POLLOCK (hereinafter referred to as "Chuck") (hereinafter jointly called "Second Party"). All of the aforesaid parties to this Settlement Agreement are hereinafter collectively referred to as the "Parties". WHEREAS, there ar

Pangea Petroleum Corp – CONSULTING AGREEMENT (January 17th, 2002)

EXHIBIT 10.1 CONSULTING AGREEMENT The following shall set forth our memorandum of understanding regarding my representation of your interests in any legal matters referred to me by you: 1. Initial representation compensation for Pangea shall be paid in the form of 100,000 shares of free trading stock. These shares will be registered under an S8 plan and will be provided to me as soon as possible. 2. I shall be available to you for consultation relative to the above at such time as necessary. 3. The foregoing shall continue for a reasonable period until such time as the undersigned (Richard Markle) feels the maximum amount of service has been tendered. 4. Prior to undertaking any other representation, whether personal or corporate, such undertaking shall be agreed upon at the time of undertaking. 5. In addition to the above, I

Pangea Petroleum Corp – ARTICLES OF INCORPORATION (March 2nd, 2001)

ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF PANGEA PETROLEUM CORP. Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation adapts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the Corporation is Pangea Petroleum Corp. SECOND: The following amendment to the Articles of Incorporation was adopted on November 21, 2000, as prescribed by the Colorado Business Corporation Act, in the manner marked with an X below: / / No shares have been issued or Directors Elected -Action by Incorporators / / No shares have been issued but Directors Elected -Action by Directors / / Such amendment was adopted by the board of directors whe

Pangea Petroleum Corp – EMPLOYMENT AGREEMENT (February 8th, 2001)

Exhibit 10.5 EMPLOYMENT AGREEMENT This Confidential Employment Agreement ("Agreement") is entered into this 15th day of January, 2001, by and between Pangea Petroleum Corporation (the "Company") and Mary E. Pollock (the "Employee"). In consideration of the promises undertaken and the releases given in this Agreement, Employee and Company agree as follows: 1. Term of Employment Subject to the provisions of termination set forth below this agreement will begin on January 8, 2001, unless sooner terminated. 2. Salary/Benefits The Company shall pay Employee a salary of $5,000 per month, for the services as Senior Vice President, payable at regular payroll periods. The Employee will also be awarded 25,000 options to purchase Pangea S-8 Stock per month. The Employee may choose to reduce the cash salary and increase the number of options awarded each month. The conversion from cash to options will be $1,000 equals 5,00

Pangea Petroleum Corp – EMPLOYMENT AGREEMENT (February 8th, 2001)

Exhibit 10.2 EMPLOYMENT AGREEMENT Employment Agreement, between Pangea Petroleum (the "Company") and Charles B. Pollock (the "Employee"). 1. For good consideration, the Company employs the Employee on the following terms and conditions. 2. Term of Employment: Subject to the provisions of termination set forth below this agreement will begin on June 1, 1999, unless sooner terminated. 3. Salary/Benefits: The Company shall pay Employee a salary of $4,000 per month, for the services of Employee, payable at regular payroll periods. The Employee will also be awarded 50,000 options to purchase Pangea Stock per month. The options will have a cost basis of $1.00 per share. In addition, Company will provide Medical Benefits for the Employee. The Employee will be awarded percent (3%) of the net proceeds received by the Company upon the successful completion of the sale of any major Company Assets (major asset is defined as an asset whose sale pr

Pangea Petroleum Corp – STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE (February 8th, 2001)

EXHIBIT 10.1 STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE by and among PANGEA PETROLEUM CORP. a Colorado Corporation And Certain Shareholders of Pangea Petroleum Corp. and MASS ENERGY, INC. a Texas Corporation And its Sole Shareholder effective as of September 15, 2000 STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE THIS STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE, made and entered into this 15th day of September, 2000, by and among Pangea Petroleum Corp., a Colorado corporation with its principal place of business located at 6666 Harwin Drive, Suite 545, Houston, Texas 77036 ("Pangea") and the individuals listed on Exhibit "A" attached hereto and specifically incorporated herein b

Pangea Petroleum Corp – EMPLOYMENT AGREEMENT (February 8th, 2001)

EXHIBIT 10.3 EMPLOYMENT AGREEMENT Employment Agreement ("Agreement"), between Pangea Petroleum Corporation, a Colorado corporation authorized to do business in the State of Texas ( "Pangea"), Mass Energy, Inc., a Texas corporation and wholly-owned subsidiary of the Pangea (the "Employer"), and Randall W. Massey (the "Employee"). 1. For good consideration, the Employer employs the Employee on the following terms and conditions. 2. Term of Employment: Subject to the provisions of termination set forth below this agreement will begin on September 15, 2000 and end on September 14, 2002 unless sooner terminated as provided in this Agreement. 3. Salary/Benefits: The Employer shall pay the Employee compensation as provided in this Paragraph 3. In addition to salary as provided in Paragraph 3(a), as additional employment compensation, Pangea will grant the Employee options with respect to its common capital stock ("Pangea Stock") as provided in

Pangea Petroleum Corp – ARTICLES OF INCORPORATION (February 8th, 2001)

Exhibit 3.1 ARTICLES OF INCORPORATION OF PEAK VISTA CAPITAL, INC. KNOW ALL MEN BY THESE PRESENTS: That I, PATRICIA CUDD, desiring to establish a corporation under the name of PEAK VISTA CAPITAL, INC., for the purpose of becoming a body corporate under and by virtue of the laws of the State of Colorado and, in accordance with the provisions of the laws of said State, do hereby make, execute and acknowledge this certificate in writing of my intention to become a body corporate, under and by virtue of said laws. ARTICLE I The name of the corporation shall be: PEAK VISTA CAPITAL, INC ARTICLE II The nature of the business and the objects and purposes to be transacted, promoted and carried on are to do any or all of t

Pangea Petroleum Corp – EMPLOYMENT AGREEMENT (February 8th, 2001)

Exhibit 10.4 EMPLOYMENT AGREEMENT Employment Agreement, between Pangea Petroleum (the "Company") and David H. Lennox (the "Employee"). 1. For good consideration, the Company employs the Employee on the following terms and conditions. 2. Term of Employment: Subject to the provisions of termination set forth below this agreement will begin on January 5, 2000, unless sooner terminated. 3. Salary/Benefits: The Company shall pay Employee a salary of $3,000 per month, for the services of Employee, payable at regular payroll periods. The Employee will also be awarded 25,000 options to purchase Pangea Stock per month. The options will have a cost basis of $1.00 per share. In addition, Company will provide Medical Benefits for the Employee. The Employee will be awarded percent (1%) of the net proceeds received by the Company upon the successful completion of the sale of any major Company Assets (major asset is defined as an asset whose