EXHIBIT 10.1
ESCROW INSTRUCTIONS AND AGREEMENT DATED AS OF
AUGUST 28, 2002
ESCROW INSTRUCTIONS AND AGREEMENT
THIS AGREEMENT AND ESCROW INSTRUCTIONS are made and entered into this
day by and between XXX XXXX, LLC, a Wyoming Limited Liability Company, whose
address is in care of D. Xxxxx Xxxxx, 0000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000
(the "Seller") and DOLPHIN ENERGY CORPORATION, whose address is 0000 Xxxx Xxxxx
Xxxxxxx, #000, Xxxxx, Xxxxxxx 00000 (the "Buyer") and MOUNTAIN STATES ESCROW,
INC., whose address is P. X. Xxx 000, 000 Xxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx
00000 (the "Escrow Agent").
WITNESSETH, that:
WHEREAS, the Seller has executed and delivered to the Buyer a certain
Assignment of Oil and Gas Leases (the "Oil and Gas Leases") reserving a net
profits interest, a copy of which is marked Exhibit "A", attached hereto; and
WHEREAS, the parties wish to provide for a reassignment of said Oil and
Gas Leases from the Buyer to the Seller in the event that the Buyer fails to
make a payment of $396,000.00 to the Seller on or before one (1) year from the
date hereof and other matters and for delivery to Buyer of a Receipt in the
event Buyer timely makes such payment.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises and covenants contained herein, it is agreed as follows:
1. PAYMENT BY BUYER. Buyer has paid Seller as of the execution of
this instrument the sum of $36,000. Buyer shall pay to the Seller by a cashier's
check the sum of $396,000.00 on or before one (1) year from the date hereof, and
shall deliver such cashier's check to the Escrow Agent for re-delivery to the
Seller.
2. DOCUMENTS IN ESCROW AND INSTRUCTIONS. There are hereby
tendered to the Escrow Agent by the Seller and the Buyer the following
documents:
a) A recordable "Receipt" signed by the Seller for the
payment described in Paragraph 1, above.
b) A reassignment of the Oil and Gas Leases from the
Buyer back to the Seller.
provided, however, that if the Buyer shall have timely made the payment to the
Seller of $396,000.00 as described in Paragraph 1, then the Escrow Agent shall
terminate the escrow and deliver all documents in escrow to the Buyer. If,
however, the Buyer does not make the payment to the Seller of $396,000.00 within
the time period described in Paragraph 1, above, then the Escrow Agent shall
terminate the escrow and deliver all documents in escrow to the Seller.
3. TIME. Time is of the essence of this Agreement between the
parties. In the event that the Buyer does not make the payment of $396,000.00
by cashier's check to the Seller, delivering said check to the Escrow Agent for
re-delivery to the Seller on or before one (1) year from the date hereof, then,
time being of the essence, the escrow shall be terminated and all documents in
escrow shall be delivered to the Seller. Otherwise, upon full performance
of all of the obligations of the Buyer hereunder, the escrow shall be
terminated following payment by the Buyer of the sum and in the manner
described in Paragraph 1, above, within one (1) year from the date hereof, and
the documents in escrow shall be delivered to the Buyer.
4. DISAGREEMENT. In the event of a disagreement between the Buyer
and the Seller as to the release of the documents held in escrow, the Escrow
Agent shall continue to
hold all documents in escrow until such dispute is resolved by agreement between
the Buyer and the Seller or a court of competent jurisdiction. In the event of
litigation or other controversy regarding the disbursement of the escrow, the
Escrow Agent shall not be obligated to incur any expense but rather the Seller
and the Buyer shall hold the Escrow Agent harmless with respect to any damages,
costs or liabilities, including attorney's fees and costs, incurred by the
Escrow Agent with respect to this escrow provided, however, that the Escrow
Agent shall act honestly and faithfully in holding the documents in escrow
pursuant to the terms and conditions of this Agreement.
5. COUNTERPART EXECUTION. This Agreement may be executed in
counterpart originals.
DATED this 28TH day of AUGUST , 2002
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SELLER: XXX XXXX, INC.
By: /a/ XXXXX X. XXXXXX
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Xxxxx X. Xxxxxx - Managing Member
BUYER: DOLPHIN ENERGY CORPORATION
By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx, Treasurer
ACCEPTANCE OF ESCROW
This escrow is accepted and the documents described above are hereby
accepted in escrow this _____ day of _______________, 2002.
MOUNTAIN STATES ESCROW
By: ______________________________
Authorized Officer
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