Henley Ventures Inc Sample Contracts

RECITALS
Indemnity Agreement • February 1st, 2005 • Henley Ventures Inc • Nevada
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MANAGEMEMT AND GOVERNANCE CONSULTANT AGREEMENT
Managememt and Governance Consultant Agreement • April 15th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
Settlement Agreement and Mutual General Release • April 15th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

This Settlement Agreement and Mutual General Release (“Agreement”) is entered into as of this 23rd day of January, 2008 (hereinafter "Settlement Date") by and among the following settling parties ("Settling Parties"):

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EXCLUSIVE OPTION TO PURCHASE
Exclusive Option to Purchase • April 17th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels)
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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 15th, 2007 • South Sea Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada
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FINDERS FEE AGREEMENT
Finders Fee Agreement • April 15th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia

Ameriwest Energy Corp. a company duly incorporated pursuant to the laws of the State of Nevada and having an office for business located at Suite 215 - 123 W. 1st Street, Casper Wyoming 82601(the "Company") AND:

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ASSIGNMENT AGREEMENT
Assignment Agreement • August 27th, 2007 • South Sea Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

PIN PETROLEUM PARTNERS LTD, a company incorporated under the laws of the Province of British Columbia, having an office address of Suite 2410, 650 West Georgia Street, Vancouver, British Columbia, Canada, V6B 4N7

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EXCLUSIVE OPTION TO PURCHASE
Exclusive Option to Purchase • March 25th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This Exclusive Option to Purchase is made and entered into by and between Ameriwest Energy Corp, (“Ameriwest”), and Hot Springs Resources, LTD., (“Hot Springs Resources”) on the 19th day of March, 2008 (hereinafter the “Execution Date”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, Ameriwest and Hot Springs Resources, agree to the following definitions, terms and conditions:

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PURCHASE AND SALE AGREEMENT BETWEEN GEOCHEM EXPLORATION, LLC AS SELLER AND AMERIWEST ENERGY CORP. AS BUYER
Purchase and Sale Agreement • June 2nd, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Wyoming

This Purchase and Sale Agreement (this “Agreement”) is made and entered into this _____ day of _______________, 2008, by and between Geochem Exploration, LLC, a Wyoming limited liability company (the “Seller”), and Ameriwest Energy Corp., a Nevada corporation (the “Buyer”). Buyer and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”

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THIRD AMENDMENT TO LETTER OF INTENT
Letter of Intent • June 2nd, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

AMERIWEST ENERGY CORP., a Nevada Corporation, having an address of 123 West 1st Street, Suite 215, Casper, Wyoming, USA, 82601 hereinafter referred to as "Ameriwest")

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MEMORANDUM OF UNDERSTANDING
Memorandum Of • August 23rd, 2007 • South Sea Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This Memorandum of Understanding will confirm the various discussions that have taken place relative to the proposal to terminate discussions underlying the Letter of Intent entered into by South Sea and CBM dated June 15, 2007, as amended (the “LOI”). This Memorandum of Understanding contains terms and conditions mutually acceptable to each party and upon execution, is binding as it relates to the various matters set forth below:

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SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement and General Release • May 15th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

This Settlement Agreement and General Release (“Agreement”) is entered into as of this 16th day of April, 2008 (hereinafter "Settlement Date") by and among the following settling parties ("Settling Parties"):

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LEASE AGREEMENT
Lease Agreement • August 15th, 2007 • South Sea Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Texas

THIS LEASE AGREEMENT made the 16, day of July, 2007 between Westfalia, a Texas Limited Partnership, herein called “Landlord” and South Sea Energy Corporation, a Canadian Corporation. herein called "Tenant."

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SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
Settlement Agreement and Mutual General Release • April 15th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

This Settlement Agreement and Mutual General Release (“Agreement”) is entered into as of this 14th day of January, 2008 (hereinafter "Settlement Date") by and among the following settling parties ("Settling Parties"):

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SECOND AMENDMENT TO LETTER OF INTENT
Letter of Intent • April 15th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

AMERIWEST ENERGY CORP. (formerly South Sea Energy Corp.), a Nevada Corporation, having an address of 123 West 1st Street, Suite 215, Casper, Wyoming, USA, 82601

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AMERIWEST ENERGY CORP. EMPLOYMENT AGREEMENT
Employment Agreement • June 9th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

This Employment Agreement (this "Agreement"), dated as of June 5, 2008 (the “Effective Date”), by and between Ameriwest Energy Corp., a Nevada corporation (the “Company”) and Joseph J. McQuade, an individual with an address at 6230 South Chestnut Street, Casper, Wyoming 82601 (the “Executive”).

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EXHIBIT 10.1 STOCK TRANSFER AGENT AND REGISTRAR AGREEMENT THIS AGREEMENT is made and entered into on July 15, 2004 BETWEEN: EMPIRE STOCK TRANSFER INC., a body corporate duly incorporated under the laws of the State of Nevada and having an office...
Stock Transfer Agent and Registrar Agreement • February 1st, 2005 • Henley Ventures Inc
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LETTER OF INTENT
Definitive Agreement • June 19th, 2007 • Henley Ventures Inc • Mining & quarrying of nonmetallic minerals (no fuels) • Nevada

WHEREAS CBM is a party to a participation agreement (the “Participation Agreement”) dated January 17, 2007 between itself, Ephindo-Ilthabi CBM Holding Inc. and Far East Methane, LLC concerning participation in a coal bed methane project in East Kalimantan, Indonesia (the “CBM Project”).

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FARMOUT AND AMI AGREEMENT GEARY PROSPECT NATRONA AND CONVERSE COUNTIES, WYOMING
Farmout and Ami Agreement • August 27th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

This Farmout and AMI Agreement (“Agreement”) dated and effective as of _____________, 2008 (“Effective Date”), is made by and between TYLER ROCKIES EXPLORATION, LTD. (“FARMOR”), a Texas limited partnership, whose address is P.O. Box 119, Tyler, Texas 75710 and AMERIWEST ENERGY CORP. (“FARMEE”), a Nevada corporation authorized to do business within the State of Wyoming, whose address is 123 West 1st, Suite 215, Casper, Wyoming 82601. FARMOR hereby agrees to assign to FARMEE all of FARMOR’S leasehold interest in and to certain leases, subject to the rights and reservations set out herein.

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FIRST AMENDMENT TO LETTER OF INTENT
Letter of Intent • April 15th, 2008 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels)

WHEREAS the parties hereto entered into a Letter of Intent dated November 6, 2007 (the “LOI”) wherein Ameriwest was to acquire and Geochem was to sell to Ameriwest its 100% Working Interest and its 80% Net Royalty Interest in and to the Skull Valley Properties (the “Interest” or the “Assets”), in exchange for the payment to Geochem of a total of US$400,000.00;

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AGREEMENT TO OPERATE SOUTH GLENROCK BLOCK “C” AND EXTENSION OF PURCHASE AGREEMENT
Agreement to Operate • April 2nd, 2009 • Ameriwest Energy Corp. • Mining & quarrying of nonmetallic minerals (no fuels) • Wyoming

THIS AGREEMENT TO OPERATE SOUTH GLENROCK BLOCK “C” AND EXTENSION OF PURCHASE AGREEMENT (“Agreement”), effective as of March 30, 2009 (the “Effective Date”) at 8:00 a.m. Mountain Time (“Effective Time”), is between Ameriwest Energy Corp. (“Ameriwest”) and Muddy Mineral Exploration, LLC (“Muddy”).

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GEOCHEM EXPLORATION, LLC PO Box 356 Casper, Wyoming 82602 LETTER OF INTENT
Ameriwest Energy Corp. • November 19th, 2007 • Mining & quarrying of nonmetallic minerals (no fuels)

THIS LETTER OF INTENT, hereinafter referred to as the “LOI”, is entered into, dated and made effective this 13th day of November, 2007.

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PROMISSORY NOTE
South Sea Energy Corp. • August 15th, 2007 • Mining & quarrying of nonmetallic minerals (no fuels)

FOR VALUE RECEIVED, SOUTH SEA ENERGY CORP. (the “Promissor”) hereby promises to pay to _________________, or such other holder for the time being hereof (the “Holder”), the principal amount of ___________________($__________) in United States currency (the “Principal Amount”) ON DEMAND, and to pay interest thereon at the rate of __ per cent (__%) per annum calculated annually from ___________on so much of the Principal Amount as shall be outstanding from time to time.

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EXHIBIT 99.3 SHARE PURCHASE OPTION THIS OPTION AND AGREEMENT made September 15, 2004 BETWEEN: HENLEY VENTURES INC., a Nevada corporation;
Share Purchase Option • February 1st, 2005 • Henley Ventures Inc
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