SETTLEMENT AGREEMENT
This Settlement Agreement ("Agreement") is entered into by and among KUKUI,
INC. ("KUKUI"), and Pol-Tex Methane, sp z.o.o., XxXxxxxx Merhane Rybnik,
XxXxxxxx Methane Jastrzebie, GlobeGas, B.V., formerly known as XxXxxxxx Methane
Poland, B.V. (herein referred to collectively as "GlobeGas"), and the Unsecured
Creditors' Trust of the Bankruptcy Estate of XxXxxxxx Methane Corporation,
Bankr. No. 94-42758-H2-11 ("Unsecured Creditors' Trust").
RECITALS
1. XxXxxxxx Methane Corporation filed a petition for relief under Chapter
11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of Texas, Houston Division (the "Bankruptcy Court"), as Case No. 94-
42758-H2-11 on April 20, 1994 ("Bankruptcy Case").
2. KUKUI proposed a plan of reorganization ("Plan") in the Bankruptcy
Case, which was confirmed by order of the United States Bankruptcy Court,
Southern District of Texas, on July 6, 1995, and which became effective on
August 29, 1995. Pursuant to the Plan, KUKUI received the right to prosecute as
a representative of the Unsecured Creditors' Trust, appointed pursuant to
Section 1123(b)(3)(B) of the Bankruptcy Code, any claims or causes of action of
the debtor's estate against Xxxxxxx XxXxxxxx, members of his family, or
insiders, agents, representatives, assignees, corporations or other businesses
related to or affiliated with the debtor, or any mediate or immediate
transferees of the same.
3. Pursuant to its rights under the Plan, KUKUI and the Unsecured
Creditors' Trust have asserted certain claims against GlobeGas with respect to
concessions it holds for the exploitation of oil and gas reserves in Poland.
GlobeGas is currently negotiating a transaction with Texaco, Inc. to further
develop the concessions. Texaco has requested that it receive a release from
KUKUI or the Unsecured Creditors' Trust of any claims as a precaution before
proceeding with further development. Therefore the parties have reached an
agreement to settle any and all claims which KUKUI or the Unsecured Creditors'
Trust may have against GlobeGas.
STIPULATION
A. In satisfaction of any and all claims which KUKUI or the Unsecured
Creditors' Trust may have against GlobeGas, GlobeGas agrees to assign and
deliver (or cause to be issued), in the aggregate, 100,000 shares of restricted
common stock of its parent company, EuroGas, Inc. to KUKUI, and an option to
purchase up to 2,000,000 shares of restricted common stock of its parent
company, EuroGas, Inc. to the Trustees of the Estate of Xxxxxxx Xxxxxx Xxxxxx
and register the shares, including option shares, pursuant to a registration
rights agreement, a copy of which is attached hereto as Exhibit "A".
B. In consideration of the agreements contained herein, KUKUI and the
Unsecured Creditors' Trust, hereby release and forever discharge GlobeGas and
any major oil and gas concern with whom GlobeGas may contract with respect to
certain concessions for the exploration and exploitation of methane gas in
Poland, including but not limited to Texaco, Inc., as well as their respective
successors, assigns, agents, attorneys, servants, employees, affiliates, and
subsidiaries from all claims, demands, and actions, or causes of action, or
damages, losses, costs, attorneys' fees, expenses, and other compensation.
GLOBEGAS, B.V.
DATED this day of November, 1996 By: /s/ Xxxx Xxxxxxxxxxxx
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POL-TEX METHANE, sp z.o.o.
DATED this day of November, 1996 By: /s/ Xxxx Xxxxxxxxxxxx
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XXXXXXXX MERHANE RYBNIK
DATED this day of November, 1996 By: /s/ Xxxx Xxxxxxxxxxxx
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XXXXXXXX METHANE JASTRZEBIE
DATED this day of November, 1996 By: /s/ Xxxx Xxxxxxxxxxxx
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KUKUI, INC.
DATED this day of November, 1996 By: /s/ Xxxxxx Xxxx
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UNSECURED CREDITORS' TRUST
DATED this day of November, 1996 /s/ Xxxxxx Xxxx
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By and Through KUKUI, INC.
