Bayshore Exploration L.L.C. 00000 Xxxx Xxxxxxx, Xxxxx 000
Xxxx, Xxxxx 00000
Phone (000) 000-0000
Fax (000) 000-0000
xxxxxxxxxxxx@xxxxxxxxx.xxx
December 30, 2005
Xxxxxx Energy, Inc.
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx Xxxx, Xxxxxx 00000
RE: Purchase Agreement -- 20% Working Interest
Alamo Operating Company, L.C. -- Xxxxxxxxxx No. 1 Well
Xxxxx Ranch Prospect -- La Salle County, Texas
Gentlemen:
This letter is written to evidence the agreement between Bayshore Exploration
L.L.C. ("Bayshore") and Xxxxxx Energy, Inc. ("Xxxxxx") pertaining to the Alamo
Operating Company, L.C. -- Xxxxxxxxxx No. 1 Well located in the X. Xxxxxxxx
Survey No. 226, A -1076, La Salle County, Texas. Bayshore is the owner and
holder of a 20% working interest, subject to a 75% net revenue interest, in the
Alamo Operating Company, L.C. -- Xxxxxxxxxx No. 1 Well. Xxxxxx desires to
purchase said 20% working interest from Bayshore with the following terms and
conditions:
1. On or before the expiration of 120 days from the date of this
Letter Agreement, Xxxxxx agrees to pay to Bayshore the sum of
$237,800.00 U.S. dollars which represents the total purchase
price for said 20% working interest.
2. On or before the expiration of 120 days from the date of this
Letter Agreement, Xxxxxx agrees to pay to Bayshore the sum of
$176,800.00 U.S. dollars which represents the total purchase
price of 20% of the leasehold and working interest in and to
8,840 acres ("the subject acreage"), more or less, which is
illustrated in bold outline on the attached land plat as
Exhibit "A" hereto. The purchase of said 20% leasehold
interest by Xxxxxx from Bayshore will increase Xxxxxx'x
leasehold interest in the subject acreage to a 31.75%
leasehold interest.
3. Upon receipt of the above mentioned sums paid to Bayshore by
Xxxxxx in a timely manner as set out above, Xxxxxxxx agrees to
assign to Xxxxxx a 20% working interest in the Alamo Operating
Company, X.X.-Xxxxxxxxxx No. 1 Well (75% NRI). Xxxxxx shall
also have the option to participate for said 20% working
interest in subsequent well(s) drilled on the subject acreage
under the terms of a mutually acceptable Joint Operating
Agreement, naming Bayshore as operator.
4. The purchase of said 20% working interest in the Alamo
Operating Company, X.X.-Xxxxxxxxxx No. 1 Well by Xxxxxx from
Bayshore will increase Xxxxxx'x working interest in the
subject acreage to a 31.75% working interest.
5. This Letter Agreement is the entire agreement between the
parties hereto pertaining to the purchase of a 20% working
interest in the Alamo Operating Company, X.X.-Xxxxxxxxxx No. 1
Well and supersedes all prior oral and written agreements. Any
changes to this agreement must be agreed to in writing between
both parties.
6. The parties agree to execute such additional agreements and
documents as may be necessary to effectuate the intentions of
this Agreement.
7. This Letter Agreement, shall be construed in accordance with
and governed by the laws of the State of Texas, shall be
binding upon and shall inure to the benefit of the parties
hereto and shall extend to and be binding upon their
respective successors and assigns.
If the foregoing is your understanding of our agreement, please acknowledge your
acceptance by signing in the space provided below and returning one fully
executed copy of this Letter Agreement to Bayshore at your earliest convenience.
Sincerely,
BAYSHORE EXPLORATION L.L.C.
/s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
President
XXXXXX ENERGY, INC.
/s/ Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx, CEO
Attachment: Exhibit "A" -- Land Plat
