AGREEMENT
between
CAMBRIDGE ENERGY CORPORATION
and
INTERMEGA ENERGY PTE LTD
and
FKHO
AGREEMENT entered into this 8th day of October 1998, between CAMBRIDGE
ENERGY CORPORATION, a Nevada Corporation, hereinafter called "CAMBRIDGE" and
INTERMEGA ENERGY PTE LTD, a Singapore Corporation, hereinafter called
"INTERMEGA" and X.X. Xx representing all of the shareholders of INTERMEGA,
hereinafter referred to as Shareholders.
Whereas CAMBRIDGE desires to acquire all of the issued and outstanding
shares of Common Stock of INTERMEGA in exchange for shares of the Common Stock
of CAMBRIDGE and cash, and
Whereas this agreement and its performance by INTERMEGA have been
authorized, approved, and found advisable by the Board of Directors and
shareholders of INTERMEGA and
Whereas the Board of Directors of INTERMEGA has approved a plan subject to
the same conditions as apply to this agreement, pursuant to which the shares of
CAMBRIDGE common stock received by INTERMEGA will be distributed by INTERMEGA
ratably to its shareholders in exchange for a its issued and outstanding stock
(consisting of common stock); and
Whereas this agreement and its performance by CAMBRIDGE have been
authorized and approved by the Board of Directors of CAMBRIDGE; and
Now, therefore, in consideration for the mutual covenants expressed herein and
for other good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, it is agreed:
1.0 CONDITIONS TO THIS AGREEMENT. This agreement and all undertakings herein
and the performance thereof by the parties hereto are all conditioned upon
the existence or happening of the following events at or within the
respective times specified below with respect thereto, namely:
1.01 Technical Assistance Contract/Contract Area: Salawati A, D and Sabaku. The
approval of the Board of Directors of CAMBRIDGE of the documents of
ownership by INTERMEGA of the Technical Assistance Contract/Contract Area:
Salawati A, D and Sabaku, originally between Perusahaan Pertambangan Xxx
Gas Xxxx Negara (Pertamina) and PT..Siddhakarya Pilona Sabaku dated January
9, 1995. This contract area covers 5.97 sq Km for Salawati "A" and "D" and
.50 sq Km for Sabaku. This Technical Assistance Contract shall be in good
standing with Pertamina at the time of the closing of this contract and
Pertamina will be notified by INTERMEGA prior to closing of the change in
ownership and control of INTERMEGA.
1.02 Technical Assistance Contract/Contract Area: Salawati C, E, F and N. The
approval of the Board of Directors of CAMBRIDGE of the documents of
ownership by INTERMEGA of the Technical Assistance Contract/Contract Area:
Salawati C, E F and N, originally between Perusahaan Pertambangan Xxx Gas
Burm Negara (Pertamina) and PT Siddhakarya Pilona Salawati dated January 9,
1995. This contract area covers 23.05 sq. Km This Technical Assistance
Contract shall be in good standing with Pertamina at the tune of the
closing of this contract and Pertamina will be notified by INTERMEGA prior
to closing of the change in ownership and control of INTERMEGA
Exhibit 10 Page 1
1.03 Technical Assistance Contract/Contract Area: Xxxxx A, C/G Sele. The
approval of the Board of Directors of CAMBRIDGE of the documents of
ownership by INTERMEGA of the Technical Assistance Contract/Contract Area:
Xxxx A, C/G Sele, originally between Perusahaan Pertainbangan Xxx Gas Bumi
Negara (Pertamina) and Intermega Xxxxx Xxxx Pte Ltd. This contract area
covers 12.35 sq. Km. This Technical Assistance Contract shall be in good
standing with Pertamina at the time of the closing of this contract and
Pertamina win be notified by D47MRMEGA prior to closing of the change in
ownership and control of INTERMEGA
1.04 No material damage or destruction of property. No damage to or destruction
of the property or assets of INTERMEGA by fire, flood, tornado, explosion,
or other casualty shall have occurred between the date hereof and the time
of closing which reduces the net book value at the date of such casualty of
the property or assets of INTERMEGA by more than $ 10,000, after first
applying, in reduction thereof the proceeds of all insurance or other sums
recoverable by INTERMEGA by reason of such occurrence; and no suit, action,
or claim shall have been instituted, taken, or presented in such period
which results or reasonably may result in a material loss to or disruption
of INTERMEGA business. CAMBRIDGE may in writing waive noncompliance with
the requirements of subparagraph, in whole or in part, at or prior to the
time of closing.
2.0 TRANSFER OF SHARES
2.01 CAMBRIDGE and the Shareholders agree that all of the outstanding stock in
INTERMEGA shall be exchanged with CAMBRIDGE for the initial distribution of
1,873,414 shares of common stock of CAMBRIDGE distributed to the
Shareholders of INTERMEGA or its nominees to be determined by X.X. Xx pro
rata.
2.02 CAMBRIDGE shall transfer an additional 1,565,000 share of common stock of
CAMBRIDGE to be distributed to the Shareholders of INTERMEGA or its
nominees to be determined by X.X. Xx (of record at the time this contract
is closed with the transfer referred to in 2.01 above) at the time that
INTERMEGA receives notice from Pertamina of the assignment under Technical
Assistance Contract to INTERMEGA of the balance of 58.04 sq. Kra in the
Xxxxx Xxxx area and the balance of 79.35 sq. Km. in the Salawati area, now
operated by Pertamina.
3.0 ADDITIONAL CONSIDERATION
3.01 At the time of closing of this transaction, CAMBRIDGE shall pay to
INTERMEGA for distribution to its shareholders the sum of US$500,000.00
3.02 At the of closing of this transaction CAMBRIDGE agrees to purchase from the
shareholders of INTERMEGA at their option, a total of 76,925 shares of
CAMBRIDGE common stock for a purchase price of $250,000.
CAMBRIDGE acknowledges that INTERMEGA has been in negotiation with Pertamina
concerning additional contract areas in Irian Jaya now operated by Pertamina and
that it agrees to continue its efforts to bring additional property in Irian
Jaya under contract for oil and gas operations (Technical Assistance Contract)
with the Company. CAMBRIDGE acknowledges that it will transfer an additional
number of common shares on a pro rata basis to the shareholders of INTERMEGA at
the time of the closing of this agreement, said number being determined by an
agreed upon exchange of the value of recoverable reserves (proved producing)
divided by the market value of CAMBRIDGE common shares at the time the
properties are brought under operational control, subject to due diligence
review by CAMBRIDGE.
Exhibit 10 Page 2
ADDITIONAL AGREEMENT BY CAMBRIDGE
CAMBRIDGE agrees that it will continue to operate INTERMEGA in such as manner as
to perform all of its responsibilities under the Technical Assistance Agreement
referenced above as may be modified from time to time.
5.0 TIME AND PLACE OF CLOSING. The time of closing referred to in this
agreement shall be on or before January 4, 1999, or such other time as may
be agreed to in writing by INTERMEGA and CAMBRIDGE. The place of closing
shall be at the offices of CAMBRIDGE at 0000 X. Xxxxxxx Xxxx, Xxxxx 000,
Xxxxxxxxx, Xxxxxxxxx 00000 X.X.X. and/or at the office of INTERMEGA at 000
Xxxxx Xxxx #00-00, Xxx Xxxxxxxxx, Xxxxxxxxx 000000 or such other place as
may be agreed in writing by INTERMEGA and CAMBRIDGE.
6.0 ADDITIONAL AGREEMENTS OF CAMBRIDGE AND INTERMEGA
INTERMEGA hereby further agrees with CAMBRIDGE:
6.01 That prior to the time of closing INTERMEGA will not have changed its name
and neither INTERM[EGA nor any of the Shareholders will have given
permission to any corporation, firm, or organization engaged in the
production, distribution, or marketing of similar products to use the name
or names used by INTERMEGA with its products alone or in combination with
any other word or words.
6.02 That after the execution of this agreement and prior to the time of
closing, the officers and directors of INTERMEGA will consult with and give
consideration to the advice of any officer or officers of CAMBRIDGE, or any
of its representatives designated from time to time by CAMBRIDGE for such
purpose, with respect to the operations and proposed transactions of
INTERMEGA and that any of the INTERMEGA records and assets may be checked
or inspected by representatives of CAMBRIDGE at any time or from time to
time during business hours, and that INTERMEGA will make the same
reasonably available for such purpose.
6.03 That shareholders of INTERMEGA are acquiring the shares of common stock of
CAMBRIDGE for investment purposes and not for the purpose of resale, and
acknowledge that such shares can only be sold after a period of one year
from the date of transfer.
6.04 That upon the transfer, there will be no loans outstanding by INTERMEGA to
X X Xx, Xxxx Xx, Siddhakarya Nirmala, Joedylyn Dulatre or other persons not
previously disclosed to CAMBRIDGE.
7.0 WARRANTIES OF CAMBRIDGE, INTERMEGA AND SHAREHOLDERS
CAMBRIDGE and the INTERMEGA Shareholders hereby jointly and severally warrant to
each other as follows:
7.01 That on the date of this agreement, there existed no liabilities or
commitments of INTERMEGA or CAMBRIDGE, contingent or absolute, matured or
unmatured, except
(a) those as to which the full amount is included or provided for as
liabilities in INTERMEGA's balance sheet as of 30 June 1998, and
except those incurred by INTERMEGA or CAMBRIDGE, in the regular course
of business, after such date, and except
(c) other liabilities or commitments the aggregate amount of which does
not exceed by more that $ 10,000 the aggregate amount of insurance
proceeds recoverable by INTERMEGA or CAMBRIDGE on account of or
applicable to the satisfaction of such liabilities and commitments, if
any.
Exhibit 10 Page 3
7.02 That between the date hereof and the time of closing hereunder:
(a) all actions and transactions by or on behalf of INTERMEGA and
CAMBRIDGE will have been the regular course of business and in normal
amounts, except the execution of this agreement and any acts or
transactions herein agreed to or contemplated; and
(b) no dividends or other distributions or loans upon any shares of stock
of INTERMEGA or CAMBRIDGE will have been made, declared, or paid;
(c) INTERMEGA and CAM13RIDGE will have continued in force and effect all
insurance of the character and in the amounts theretofore carried by
it;
(d) No legal fees and no other fees, commissions, compensation, or
expenses will have been incurred or paid by INTERMEGA or CAMBRIDGE,
for or with respect to this agreement, its negotiation or
consummation, other than legal fees in a reasonable amount for the
time expended in connection therewith, the cost, not exceeding
$10,000, of the title searches, opinions, and guarantee policies with
respect to the title of INTERMEGA and CAMBRIDGE to the real estate
owned by INTERMEGA and the cost of preparing and reviewing this
Agreement and closing this transaction.
7.03 That
(a) between the date hereof and the time of closing there will have been
no increase in the salaries, compensation, bonus, wages, or benefits
paid or agreed to be paid to any officer or director of INTERMEGA or
CAMBRIDGE; and between the date hereof and the time of closing there
will have been no increase in the salary, compensation, bonus, wages,
or benefits paid or agreed to be paid to any employee who is not an
officer and director and whose rate of aggregate compensation or
benefits is or is thereby increased to more than $ 10,000 a year.
7.04 That at the time of closing
(a) INTERMEGA and CAMBRIDGE will not be in default on or under any
indebtedness, lease, franchise, or contract;
(b) All income tax and other government returns and reports required of
INTERMEGA and CAMBRIDGE will have been duly and timely filed and
INTERMEGA will have given no waivers or extensions of any statute of
limitations with respect to any income or other taxes other than
waivers or extensions consented to in advance by CAMBRIDGE;
(c) There will exist no contract or order for the purchase of merchandise
or services except those made or placed in the regular course of
business or as referenced hereinabove.
8.0 OPINION OF TRANSFEREE'S COUNSEL
CAMBRIDGE shall furnish INTERMEGA at the time and place of closing the opinion
of CAMBRIDGE's counsel.
8.01 that CAMBRIDGE is duly organized, existing, and in good standing under the
laws of Nevada;
8.02 that the shares of CAMBRIDGE common stock which are to be transferred and
delivered by CAMBRIDGE to the shareholders of INTERMEGA in exchange for all
the outstanding shares of INTERMEGA common stock will constitute duly
authorized, issued, and outstanding fully paid and non assessable shares of
the common stock of CAMBRIDGE, and that good title to such shares will be,
upon the receipt by CAMBRIDGE of the shares of INTERMEGA and the delivery
in exchange therefor of such shares of common stock of CAMBRIDGE,
transferred by CAMBRIDGE to INTERMEGA
8.03 that between the date hereof and the time of closing CAMBRIDGE has not
authorized, declared, paid, or effected any stock dividend or splitup of
shares of its common stock or any issuance, pro rata, to its common
shareholders, of option or rights to subscribe to shares of its common
stock, or any extraordinary cash dividend upon its shares of common stock.
Exhibit 10 Page 4
9.0 OPINION OF COUNSEL FOR TRANSFEROR
INTERMEGA shall furnish CAMBRIDGE at the time and place of closing the opinion
of INTERMEGA'S counsel.
9.01 that this agreement has been properly authorized, executed, and delivered
by INTERMEGA and its performance by INTERMEGA has been properly authorized
and approved; and that this agreement constitutes the legally valid and
enforceable obligation and undertaking of INTERMEGA in accordance with its
terms and provisions, subject to the satisfaction of the conditions set
forth in paragraph 9.01, above;
9.02 that neither this agreement, nor the transfer and delivery as herein
agreed, of shams of CAMBRIDGE common stock to the shareholders of INTERMEGA
requires any qualification or authorization under the laws of Singapore
applicable to the issuance or sale of stock or other securities in the
Singapore;
9.03 that all the shares of INTERMEGA common stock to be transferred upon
receipt by shareholders of INTERMEGA of the shares of CAMBRIDGE and
delivery thereof and exchange therefore, constitute duly authorized, issued
and outstanding fully paid and non-assessable shares of common stock of
INTERMEGA
9.04 that INTERMEGA and/or X X Xx have free and clear title and ownership to
100% of the Technical Assistance Contracts referenced hereinabove, and
9.05 that the transfers contemplated hereby do not violate any agreements to
which INTERMEGA and/or its shareholders are subjected to.
10.0 AGREEMENTS OF SHAREHOLDERS AND CAMBRIDGE
Each of the Shareholders for himself, his successors, personal representatives,
and assigns, does hereby agree with CAMBRIDGE as follows:
10.01to use his best efforts to bring about the satisfaction of the conditions
to this agreement set forth above.
10.02That the warranties above set forth shall survive the closing hereinunder,
and shall be binding upon the Shareholders and their respective personal
representatives, heirs, legatees, and successors.
11.0 SUCCESSORS
This agreement shall be binding upon and inure to the benefit of the respective
parties hereto, their heirs, representatives, successors, and assigns, provided,
however, that neither this agreement nor its rights hereunder may be assigned by
CAMBRIDGE or INTERMEGA
Exhibit 10 Page 5
12.0 COUNTERPARTS
This agreement may be executed in several counterparts, which, taken together,
shall constitute one document, which shall become binding when:
12.01Counterparts, which in total contain signatures of E41ERNEGA and of each
Shareholder, have been delivered to CAMBRIDGE, and
12.02One counterpart signed by CAMBRIDGE has been delivered to and signed by
INTERMEGA.
IN WITNESS WHEREOF the parties hereto have hereunto set their respective bands
and seals or have caused these presents to be executed in their respective names
and their respective corporate seals to be hereunto affixed and attested by
their respective officers thereunto duly authorized, the day and year first
hereinabove written.
CAMBRIDGE ENERGY CORPORATION
/s/ Xxxxx Xxxxxxx West
---------------------
Xxxxx Xxxxxxx West
Chairman and CEO
INTERMEGA ENERGY PTE LTD
/s/ X.X. Xx
-------------------------
X.X. Xx - Managing Director
SHAREHOLDERS:
/s/ X.X. Xx
-----------
X.X. Xx
Exhibit 10 Page 6
