1
EXHIBIT 2.2
▇▇▇▇▇▇▇ OIL AND GAS, INC. LETTERHEAD
March 14, 1997
ROGI International Inc., S.A.
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ No. 7
Panama
Republic of Panama
Attn: ▇▇▇▇▇▇ ▇▇▇▇, Agent
Reference:The purchase of the authorized and unissued shares of
▇▇▇▇▇▇▇ Oil and Gas, Inc., ("ROGI")
Subject: Letter of Agreement
Dear ▇▇. ▇▇▇▇:
We wish to conform the acceptance of your offer to purchase 6,000,000
authorized and unissued shares of ▇▇▇▇▇▇▇ Oil and Gas, Inc. We understand the
offer is as follows:
1. CASH - None
2 ASSETS - A minimum of US $10,500,000.00 worth of hard
assets transferred to ROGI as additional paid capital,
beneficial ownership/stewardship of Colombian Chimichuaga
Association Contract.
a) The transfer is to start immediately.
b) A current audit or value opinion will be provided to
ROGI in a form acceptable to their auditors and/or
stock exchange that will verify or attest to the
value.
3. STOCK - Corporate shares will be issued in return for assets
paid to ROGI as follows:
a) Each share will be issued on an arbitrary value of US
$0.55 equals one (1) share.
b) Corporate shares of two million (2,000,000) of
authorized and unissued stock will be issued to any
entity or person as directed by ▇▇▇▇▇▇▇▇, S.A.
c) Corporate shares of four million (4,000,000) of
authorized and unissued stock will be issued to any
entity or person as directed by ROGI International,
Inc. S.A.
I hope the foregoing states the current agreement as derived from our
meeting this day.
Agreed to and accepted by ROGI Board of Directors this date.
------------------------------ -------------------------
▇▇▇▇ ▇▇▇▇▇▇▇ Date
Chairman, CEO, President
▇▇▇▇▇▇▇ Oil and Gas, Inc.
------------------------------ -------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ Date
Agent for:
ROGI International Inc., S.A.
