Exhibit 2.2
LICENSE AGREEMENT
FOR USE OF PROPRIETARY DATA
This LICENSE AGREEMENT FOR USE OF PROPRIETARY DATA (this "Agreement") is
entered into as of this 19th day of July, 2002, between Millennium Seismic,
Inc., a Texas corporation having its principal office located at ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Millennium"), and Houston American
Energy Corp., a Delaware corporation having its principal office located at ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the "Licensee").
WHEREAS, pursuant to that certain Exchange Agreement dated of even date
herewith (the "Exchange Agreement"), and in exchange for Millennium's agreement
to grant the Licensee this no fee license to use Millennium's seismic data, the
Licensee agreed to issue Millennium 1,000,000 shares of the Licensee's common
stock and a warrant to purchase up to an additional 750,000 shares of the
Licensee's common stock;
NOW THEREFORE, in exchange for the covenants and premises contained herein
and other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 "Consultants" shall mean any third party (whether an individual,
corporation or any other entity) engaged by the Licensee to interpret,
reprocess or make other technical studies of the Data.
1.2 "Data" shall mean the Existing Data and all Future Data.
1.3 "Disclose" shall mean to display or show Data by any means
whatsoever including, without limitation, by computer workstation.
1.4 "Existing Data" shall mean the geophysical data within the
geographical area described in the applicable Supplemental Agreement
attached hereto and made part hereof, regardless of the form or medium on
which it is displayed, and which Millennium either (i) owns as of the date
of this Agreement or (ii) has the right to grant use licenses as of the
date of this Agreement. The data shall be delineated by line number and/or
program name and approximate mileage (or square mileage) and includes
related supporting documentation including survey data, surveyor's notes,
driller's notes and observer's notes.
1.5 "Future Data" shall mean the geophysical data within the
geographical area described in the applicable Supplemental Agreement
attached hereto and made part hereof, regardless of the form or medium on
which it is displayed, and which Millennium either (i) owns or will own or
(ii) has or will have the right to grant use licenses; provided, however,
for purposes of this Agreement, the term "Future Data" shall not include
any such geophysical data which constitutes Existing Data. The data shall
be delineated by line number and/or program
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name and approximate mileage (or square mileage) and includes related
supporting documentation including survey data, surveyor's notes, driller's
notes and observer's notes.
1.6 "Partial Third Party Asset Acquisition" shall mean any transaction
or series of transactions entered whereby any Third Party (other than a
Related Entity) acquires less than all of the petroleum exploration assets
of the Licensee, including owned or licensed geophysical data.
1.7 "Partners" shall mean those Third Parties which become
contractually related to the Licensee in Third Party Business Transactions
(not necessarily "partners" in the legal context).
1.8 "Prospective Partners" shall mean those Third Parties with which
the Licensee is, or shall be, conducting bona fide negotiations in an
endeavor to conclude a Third Party Business Transaction.
1.9 "Prospective Purchasers" shall mean those Third Parties with which
the Licensee is, or shall be, conducting bona fide negotiations in an
endeavor to conclude a Third Party Acquisition or a Partial Third Party
Asset Acquisition whereby the Licensee or all or a portion of its petroleum
exploration assets is acquired by such Third Party.
1.10 "Purchasers" shall mean Third Parties which consummate a Third
Party Acquisition or a Partial Third Party Asset Acquisition with the
Licensee.
1.11 "Related Entities" shall mean any corporation, partnership,
trust, or other entity which, as of the date of this Agreement: (i) is at
least thirty-five percent (35%) owned or controlled, directly or
indirectly, by the Licensee; (ii) owns or controls at least thirty-five
percent (35%), directly or indirectly, of the Licensee; or (iii) is at
least thirty-five percent (35%) owned or controlled, directly or
indirectly, by any person or entity satisfying clause (ii) of this Section
1.9 as of the date hereof.
1.12 "Supplemental Agreement" or "Supplement" shall mean each
consecutively numbered supplemental agreement to be entered into between
Millennium and the Licensee, the general form of which is attached hereto
as Schedule 1, which shall cover each separate Data licensing transaction
contemplated by this Agreement. Upon the parties execution thereof, each
such Supplemental Agreement shall be incorporated herein by this reference
and shall be made a part hereof for all purposes. In the event of any
conflict between a term or provision of any Supplement and a corresponding
term or provision of this Agreement, the term or provision of this
Agreement shall govern unless specifically stated to the contrary in the
applicable Supplement.
1.13 "Third Party" shall mean any corporation, individual,
partnership, trust or other entity not a party to this Agreement (including
Purchasers and Partners and Prospective Purchasers and Partners) other than
a Related Entity.
1.14 "Third Party Acquisition" shall mean any transaction consummated
after the date hereof whereby any Third Party acquires: (i) in excess of
50% of the outstanding voting
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securities of the Licensee (or otherwise gains effective control of the
Licensee); or (ii) all of the petroleum exploration assets or business
operations of the Licensee.
1.15 "Third Party Business Transactions" shall mean farm-outs,
operating agreements, acreage trades, areas of mutual interest, joint
bidding agreements and similar business transactions for the joint
exploration, development or production of a particular geographical
area(s).
1.16 "Transfer" shall mean the sale, assignment, transfer, exchange,
trade, encumbrance, or other disposition of the Data to Third Parties and
Related Entities.
2. OWNERSHIP OF THE DATA
2.1 The Licensee acknowledges that the Data consists of valuable
copyright and trade secrets of Millennium and that title to and ownership
rights in the Data shall remain vested in Millennium at all times. The
Licensee agrees to take any and all actions reasonably necessary to insure
that its employees, representatives or agents do not violate the terms and
conditions of this Agreement including, but not limited to, the limitations
on access to Data set forth herein. The Licensee recognizes that Millennium
may enter into agreements with other parties to license the Data covered by
any Supplement hereto, and that Millennium is free to license, use, sell or
in any other manner dispose of such Data upon such terms and conditions as
Millennium may elect.
3. DATA DELIVERY/PAYMENT
3.1 Millennium agrees to license the Data to the Licensee pursuant to
the terms and conditions of this Agreement. Data will be delivered to the
Licensee under the terms of this Agreement following the execution of a
Supplemental Agreement, which shall reference this Agreement and describe
in detail the content and form of the Data requested by the Licensee.
Acceptance of the Data and execution of the Supplement by the Licensee
shall subject the Licensee and the Data to the terms and conditions hereof
and thereof.
3.2 No license fee shall be due for any Data accepted pursuant to a
Supplemental Agreement the parties enter into in accordance with this
Agreement. Upon execution of each Supplemental Agreement, the Licensee will
be invoiced for the amount of the actual and reasonable tape copying,
handling, reproduction and splicing charges, as well as the shipping and
insurance costs and applicable taxes, if any. Such invoice, which shall
reference this Agreement and the applicable Supplemental Agreement, shall
be payable as specified in the applicable Supplement Agreement or on the
invoice itself.
3.3 All past due invoices (or portions thereof) shall bear interest at
the rate of twelve percent (12%) per annum (or such lesser, maximum amount
allowed by applicable law) until paid.
3.4 In the event any sales, use, gross receipts or similar tax is
imposed on the licensing of the Data or is thereafter levied or assessed
against Millennium, at any time after delivery of the Data to the Licensee,
as a consequence of Millennium's licensing the Data to the Licensee
hereunder such taxes shall be for the sole account of the Licensee, which
shall promptly
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reimburse Millennium in full for any taxes so paid by Millennium upon
receipt by the Licensee of a Millennium invoice, together with a copy of
Millennium's check in payment thereof or a copy of the assessment,
therefor.
4. TERM
4.1 As for Data delivered by Millennium to the Licensee under the
terms hereof, the term of each Supplemental Agreement shall terminate 30
years after delivery to the Licensee of the Data licensed thereunder. The
term of this Agreement shall remain in effect so long as any Supplemental
Agreement is in effect and, thereafter, until terminated by either party
giving 30 days prior written notice thereof to the other party.
4.2 Upon the termination of this Agreement, all copies of any Data
licensed hereunder, and any physical manifestation thereof that is then in
the Licensee's possession, shall be promptly returned to Millennium by the
Licensee. If any such Data or manifestations thereof are not then in the
Licensee's possession, the Licensee shall provide Millennium a full
accounting of the disposition of same by the Licensee.
4.3 In addition to any other remedy that may be available to
Millennium, upon the Licensee's breach of any condition or provision of
this Agreement concerning prohibitions against or restrictions imposed on
Disclosure or Transfer of the Data which is not otherwise cured by the
Licensee within 30 days after it receives Millennium's notice thereof,
Millennium shall have the right, exercisable in its sole discretion, to:
(i) terminate the Supplemental Agreement applicable to the Data underlying
the Licensee's breach; or (ii) terminate this Agreement as a whole,
including all Supplemental Agreements then in effect; provided, in either
such event, the provisions of Section 4.2 shall immediately become
applicable to all of the Data that is the subject of any such terminated
Supplemental Agreement(s).
5. RIGHTS OF THE PARTIES
5.1 Subject to the Licensee's obligation to make payment of applicable
costs, expenses and taxes in accordance with Section 3, Millennium hereby
grants the Licensee the paid-up, non-exclusive right to use the Data
described in each of the Supplemental Agreements entered into by the
parties, whether attached hereto as of the date of this Agreement or
entered into in the future, and the Licensee shall not Disclose, Transfer
or otherwise dispose of such Data, except as specifically provided below:
A. Related Entities: The Licensee may Disclose or Transfer the
Data to a Related Entity and with no additional license fee payable to
Millennium; provided, however, that:
(1) The Related Entity shall (i) be bound by the terms of
this Agreement to the same extent as the Licensee and (ii)
execute a document to that effect (which document shall be
provided to and be reasonably acceptable to Millennium); and
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(2) If any Third Party shall acquire control of a Related
Entity that has any Data, the situation shall, at that time, be
considered as a Third Party Acquisition and all provisions herein
concerning Third Party Acquisitions set forth in Section 5.1(D)
shall apply.
B. Consultants: The Licensee or its Related Entities may make
available, but may not Transfer, the Data to a Consultant retained by
the Licensee or its Related Entities to reprocess and/or interpret the
Data, provided that the Consultant shall agree, in writing (a copy of
which, upon request, shall be provided to Millennium), to the
following:
(1) That the reprocessing and/or interpretation of the Data
performed by the Consultant shall be for the sole benefit of the
Licensee or its Related Entities and that the Consultant shall
not retain any copies of the Data or the results of the
reprocessing and/or interpretation thereof and, upon completion
of same, shall deliver all copies thereof to the Licensee or its
Related Entities; and
(2) That the Data shall remain in the physical possession of
the Licensee or its Related Entities and will not, except in
those situations where so specifically permitted as provided
herein, actually be surrendered to any Consultant without the
prior written consent of Millennium; and
(3) The Consultant shall sign a confidentiality agreement
with respect to the Data.
C. Prospective Partners/Purchasers: The Licensee or its Related
Entities may Disclose, but may not Transfer, the Data to (i)
Prospective Partners in Third Party Business Transactions and (ii)
Prospective Purchasers in Third Party Acquisitions (including Partial
Third Party Asset Acquisition), provided that such Prospective
Partners and/or Prospective Purchasers, as applicable, shall agree, in
writing, to the following:
(1) Any Disclosure to such to a Prospective Purchaser or
Prospective Partner shall be limited to seismic sections or
portions thereof displaying only Data relevant to those
geographical areas subject to the negotiation; and
(2) Prospective Purchasers or Prospective Partners shall not
utilize the Data in making any interpretation thereof; and
(3) The Prospective Purchasers or Prospective Partners shall
agree to maintain the confidentiality of the Data as specified
herein; and
(4) Such Disclosure shall be made to such Prospective
Purchasers or Prospective Partners individually on the premises
of the Licensee or its Related Entities, for a period of time not
to exceed a total of six (6) hours, whether consecutively or not,
in a secure environment
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whereby said persons are unable to transcribe, photocopy,
transmit from such premises electronically or by other means or
otherwise depart the premises with a copy of any of the Data.
D. Acquisitions/Purchasers: The Licensee or its Related Entities
may Transfer the Data to Purchasers pursuant to a Third Party
Acquisition or a Partial Third Party Asset Acquisition consummated
after delivery of the Data to the Licensee; provided, however, no such
Transfer shall be permitted unless: (i) each such Purchaser executes a
License Agreement containing substantive terms similar to those
contained herein with respect to such Data; and (ii) such Purchaser(s)
(collectively, if more than one) pay Millennium a license transfer fee
equal to a total of $1,000,000. The provisions of clause (ii) of the
previous sentence shall apply to the first occurrence of any of the
therein described Transfers of Data so long as such Transfer occurs
during the 2-year period immediately following the date of this
Agreement (the "Transfer Period"). Any additional Transfers to
Purchasers pursuant to Third Party Acquisitions or Partial Third Party
Asset Acquisitions consummated during the Transfer Period shall be
subject to a license transfer fee in an amount equal to 50% of the
then published rate charged by Millennium for the use of such data.
Any Transfers of Existing Data to Purchasers pursuant to Third Party
Acquisitions or Partial Third Party Asset Acquisitions consummated
after the Transfer Period shall not be subject to any license transfer
fee. Any Transfers of Future Data to Purchasers pursuant to Third
Party Acquisitions or Partial Third Party Asset Acquisitions
consummated after the Transfer Period shall be subject to a license
transfer fee to be agreed upon by Millennium and the Licensee;
provided, however, if the parties are unable to agree to such license
transfer fee, the Licensee shall have the right to return all Future
Data to Millennium, in which case the Licensee shall not be obligated
to pay any additional fees related to such Future Data.
E. Partners: The Licensee or its Related Entities may Transfer
the Data licensed to it hereunder to Partners in Third Party Business
Transactions provided that such Partner(s) shall: (i) execute a
License Agreement containing substantive terms similar to those
contained herein with respect to such Data; and (ii) pay Millennium a
license transfer fee equal to 50% of the then published rate charged
by Millennium for the use of such Data.
F. Government Agencies: The Data may be disclosed by the Licensee
or its Related Entities to government agencies only to the extent such
disclosure is specifically required by law. The Licensee agrees to
inform Millennium within a reasonable period after the receipt of any
request or demand for disclosure made upon the Licensee or its Related
Entities by a government agency so that Millennium may seek a
protective order or other protection of confidentiality. The Licensee
shall limit the disclosure to the greatest lawful extent.
5.2 The Licensee or its Related Entities may make copies of or prepare
derivative works based on any Data for the sole purpose of using such
copies or derivative works pursuant to the rights granted herein; provided
that all such copies or derivatives shall bear notice
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of the restricted use of the Data as contained in the "Notice" section on
the Data or its container. Such "Notice" shall provide as follows:
"WARNING"
This data is proprietary to and a trade secret of Millennium Seismic, Inc.
The use of this data is restricted to companies holding a valid use license
from Millennium and is subject to the confidentiality terms of that
license. The data may be disclosed or transferred only as expressly
authorized in the license. Unauthorized disclosure, use, reproduction,
reprocessing or transfer of this data to or by a third party is strictly
prohibited."
This notice shall not be removed, obliterated, concealed or otherwise
obscured by the Licensee or those to whom the Data is Disclosed or Transferred,
as permitted in this Agreement.
5.3 The Licensee shall not have access to Millennium's original
magnetic media, but may obtain a copy thereof at the normal pricing in
effect at the time the Licensee orders such Data. The Licensee's use of any
tape(s) so obtained and the information contained on or derived therefrom
shall be restricted to the same rights as herein granted for the use of
Data covered by this Agreement.
6. OBLIGATIONS/REPRESENTATIONS OF MILLENNIUM
6.1 ANY AND ALL DATA DELIVERED TO LICENSEE HEREUNDER (COLLECTIVELY,
THE "DELIVERED DATA") SHALL BE, TO THE BEST OF THE KNOWLEDGE, INFORMATION
AND BELIEF OF MILLENNIUM, ACCURATELY PREPARED IN ACCORDANCE WITH ACCEPTED
PRACTICES OF THE GEOPHYSICAL PROFESSION, BUT EXCEPT AS OTHERWISE PROVIDED
HEREIN MILLENNIUM MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
OF ANY KIND OR DESCRIPTION, INCLUDING WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN
RESPECT TO THE QUALITY OR ACCURACY OF THE DELIVERED DATA. THE DELIVERED
DATA IS DELIVERED HEREUNDER WITH THE EXPLICIT UNDERSTANDING AND AGREEMENT
THAT ANY ACTION TAKEN OR EXPENDITURES MADE BY THE LICENSEE BASED ON ITS
EXAMINATION, EVALUATION, INTERPRETATION OR USE OF THE DELIVERED DATA SHALL
BE AT THE LICENSEE'S OWN RISK AND RESPONSIBILITY AND THE LICENSEE SHALL
HAVE NO CLAIM AGAINST MILLENNIUM AS A CONSEQUENCE THEREOF AND HEREBY
RELEASES MILLENNIUM FROM ANY AND ALL LIABILITY RELATIVE THERETO.
6.2 Millennium agrees to defend, indemnify, and hold the Licensee, its
Related Entities, their respective contractors, Consultants, shareholders,
directors, officers, employees, agents, and representatives (collectively,
the "Licensee Group") harmless from any claims, actions, costs (including
without limitation, costs of investigation, litigation, and court costs),
damages, demands, fines, interest, judgments, liabilities, losses,
penalties, proceedings,
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suits (including appeal), and expenses, including, without limitation,
reasonable attorneys' fees, (collectively, "Claims") brought by or on
behalf of any person or entity (other than the Licensee or a Related
Entity) arising out of or in connection with any allegation, in whole or in
part, that the use or possession of the Delivered Data by any member of the
Licensee Group, Millennium, or Millennium's customers, infringes,
misappropriates, dilutes, or otherwise violates any patent, copyright,
trademark, trade secret or other proprietary right of any person or entity.
The Licensee agrees to notify Millennium promptly in writing of any such
Claims and to give Millennium authority, information and assistance, at the
expense of Millennium, in defense of such proceeding. Such defense will be
provided by Millennium with counsel of its choosing; provided, however, the
Licensee (or such other applicable member of the Licensee Group) may, at
its sole cost, be represented by its own counsel, and may participate in
any proceeding to which such party is a defendant, subject to Millennium's
right to ultimately control the defense thereof.
6.3 Millennium will defend, indemnify and hold the Licensee Group
harmless from any Claims which may be made against any member of the
Licensee Group by any Third Party (other than a Related Entity) or
employees of Millennium arising out of, in connection with, or related to
the conduct of Millennium or its contractors or the operations in acquiring
and processing the Delivered Data provided to the Licensee pursuant hereto.
The Licensee agrees to notify Millennium promptly in writing of any such
Claims and to give Millennium authority, information and assistance (at
Millennium's expense) for the defense or assistance in defense of such
proceedings. Such defense will be provided by Millennium with counsel of
its choosing; provided, however, the Licensee (or such other applicable
member of the Licensee Group) may, at its sole cost, be represented by its
own counsel, and may participate in proceedings to which such party is a
defendant, subject to Millennium's right to ultimately control the defense
thereof. All indemnity provisions of this Agreement shall survive
termination, expiration, or cancellation of this Agreement.
6.4 Millennium makes no guarantee that leases for areas covered by the
Delivered Data will be granted to the Licensee or other exploration
activity will be authorized for the area covered by the Delivered Data by
any government entity or other third party and any implied representation
to that effect is hereby expressly disclaimed.
6.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR PUNITIVE, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES RESULTING FROM OR ARISING OUT OF THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS INTERRUPTION,
HOWEVER SAME MAY BE CAUSED.
6.6 Millennium shall retain either original field tapes or summed
tapes, at Millennium's choice, for a period of at least 5 years from the
date of the original acquisition of the Delivered Data.
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7. ASSIGNMENT
The Licensee may not assign this Agreement, in whole or in part, or, sublet
or transfer its rights or obligations hereunder, except as expressly authorized
herein, without the prior written consent of Millennium, which approval shall
not be unreasonably withheld. Millennium may assign this Agreement without
obtaining the prior written consent of the Licensee; provided, however, no such
assignment by Millennium shall be valid unless the assignee shall execute an
amendment to this License Agreement whereby the assignee agrees to be bound by
all of the terms and conditions of this Agreement. Any assignment made by either
party in contravention of this Section shall be null and void for all purposes.
To the extent that there are successors or assigns permitted under this Section,
this Agreement shall be binding on and inure to the benefit of such parties and
their respective successors and permitted assigns.
8. NOTICES
8.1 All notices permitted or required to be given under the terms of
this Agreement shall be in writing and shall be deemed effective upon
receipt if sent by mail, registered or certified and return receipt
requested, postage prepaid, and addressed to the respective parties hereto
at their respective addresses shown below:
If to Millennium: If to Licensee:
Millennium Seismic, Inc. Houston American Energy Corp.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ 801 ▇▇▇▇▇▇, Suite 2020
Houston, Texas 77063 ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Tel.: ▇▇▇-▇▇▇-▇▇▇▇ Tel.: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
or at such other address as shall be designated in accordance with this
Notice provision. Notices may also be given by telex, telecopier, telefax,
or by commercial courier/messenger service, which shall also be effective
upon receipt.
8.2 Either party may change its address for purposes of Section 8.1 at
any time upon giving written notice specifying such new address and the
effective date of such address change to the other party, as provided
above.
9. WAIVER
9.1 The rights herein given to either party may be exercised from time
to time, singularly or in combination, and the waiver of one or more of
such rights shall not be deemed to be a waiver of such right in the future
or of any one or more of the other rights which the exercising party may
have.
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9.2 No waiver of any breach of a term, provision or condition of this
Agreement by one party shall be deemed to have been made by the other party
hereto unless such waiver is expressed in writing and signed by an
authorized representative of such party, and the failure of either party to
insist upon the strict performance of any term, provision or condition of
this Agreement shall not be construed as a waiver or relinquishment in the
future of the same or any other term, provision or condition.
10. GOVERNING LAW/DISPUTES
10.1 All questions arising out of or concerning this Agreement or its
validity, interpretation, performance or breach shall be governed and
decided by application of the laws of the State of Texas (except for any
rule of such laws which would make the law of any other jurisdiction
applicable hereto).
10.2 The parties agree to attempt to resolve all disputes between them
concerning this Agreement in an amicable manner. However, any dispute
between the parties which cannot be so resolved by mutual agreement shall
be resolved and decided EXCLUSIVELY by the federal or state courts of the
State of Texas located in ▇▇▇▇▇▇ County, Texas, and the parties hereto do
hereby irrevocably submit themselves to the jurisdiction of such courts for
such purposes. Each party agrees to waive any objection that the state or
federal courts of ▇▇▇▇▇▇ County, Texas, are an inconvenient forum. The
parties hereby waive trial by jury in any action, proceeding, or
counterclaim brought by either party against the other on any matter
whatsoever arising out of or in connection with this Agreement or the
relationship of the parties created hereby.
11. ENTIRE AGREEMENT
THERE ARE NO UNDERSTANDINGS OR AGREEMENTS RELATIVE TO THIS AGREEMENT THAT
ARE NOT FULLY EXPRESSED HEREIN. THIS LICENSE AGREEMENT AND ANY EXHIBITS AND
SCHEDULES HERETO, THE EXCHANGE AGREEMENT AND THE OTHER DOCUMENTS EXECUTED IN
CONNECTION THEREWITH AND HEREWITH SHALL COMPRISE THE ENTIRE AGREEMENT OF THE
PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND THEREOF. No modification,
amendment or addition to this Agreement or any Exhibit may be effected unless
the same are reduced to writing and signed by both parties.
(SIGNATURES APPEAR ON THE FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties have caused this License Agreement to be
executed as of the date first above written.
HOUSTON AMERICAN ENERGY CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, President
MILLENNIUM SEISMIC, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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SCHEDULE "1"
SUPPLEMENTAL AGREEMENT TO LICENSE AGREEMENT
FOR USE OF PROPRIETARY DATA
No. ___
This SUPPLEMENTAL AGREEMENT TO LICENSE AGREEMENT FOR USE OF PROPRIETARY
DATA (this "Supplemental Agreement") is entered into this _____ day of
_____________, 200__ (the "Effective Date"), by and between Millennium Seismic,
Inc., a Texas corporation ("Millennium"), and Houston American Energy Corp., a
Delaware corporation (the "Licensee").
Reference is herein made to that certain License Agreement For Use of
Proprietary Data dated as of July 19, 2002, between Millennium and the Licensee
(the "License Agreement"). This Supplemental Agreement is a Supplemental
Agreement referred to in the License Agreement. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the License Agreement.
The Licensee agrees to license the number of (square or linear) miles of
Millennium (3-D or 2-D) geophysical data as specified below, under terms and
conditions of the License Agreement referenced above to which this Supplemental
Agreement is attached and made a part thereof.
Area Committed Cost/Sq. Total Cost Est. Permit
Mileage Mile Cost/Sq. Mile
-0- -0-
Payment Terms:
No license fee shall be due in respect of the Data licensed pursuant to this
Supplemental Agreement. All tape copying, handling, reproduction and splicing
charges and shipping and insurance costs and applicable taxes, if any, shall be
invoiced to the Licensee following execution hereof, which amounts shall be due
to Millennium upon receipt of such invoice by the Licensee.
Product Format Requested
Raw Stacked Data Volume (SEG-Y tape)________________________
Raw Migrated Data Volume (SEG-Y tape)_______________________
Filtered Migrated Data Volume (SEG-Y tape)___________________
Velocity Data Card Image Tape________________________________
Bicenter Coordinate Location Information Tape (UKOOA format)____________
Bicenter Map (Film & Paper Print)____________________________
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IN WITNESS WHEREOF, the parties have caused this Supplemental Agreement to
be executed as of the date first above written.
HOUSTON AMERICAN ENERGY CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, President
MILLENNIUM SEISMIC, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
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