Exhibit 10.2
FIRST AMENDMENT TO
SALES AND PURCHASE AGREEMENT
This FIRST AMENDMENT dated as of April 20, 2006 (this "First Amendment") to
that certain Sales and Purchase Agreement ("Agreement"), dated as of March 15,
2006, is by and between Structured Capital Corp., a Texas corporation, whose
address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇, represented herein
by ▇▇▇▇▇▇▇ ▇▇▇▇▇, its duly authorized President ("Assignor"), and Texaurus
Energy Inc., a Delaware corporation, whose address is ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, represented here in by ▇▇▇ ▇▇▇▇▇▇▇, its
President ("Assignee").
NOW, THEREFORE, the parties hereto do hereby amend and restate paragraph 2
of the Agreement as follows:
2. PURCHASE PRICE. For and in consideration of the agreement of
Assignor to sell, assign, convey and deliver the "Assigned Interests"
(described more particularly in Exhibit "A" attached hereto and made a part
hereof) unto Assignee in the manner set forth in the Agreement, Assignee
does hereby bind and obligate itself, its successors and assigns, to pay
the purchase price ("Purchase Price") set forth below to Assignor. The
Purchase Price is hereby agreed to be the sum of Four Million ($4,000,000)
Dollars, payable as follows:
(a) Two million five hundred thousand ($2,500,000) Dollars payable to
Assignor, and due and payable in full on or before April 24, 2006, by wire
to Assignor's account or to such other account as Assignor shall direct
Assignee in writing.
(b) The issuance to Assignor of thirty seven million five hundred
thousand (37,500,000) shares in the capital of Texhoma Energy, Inc.
FURTHER, Exhibit "A" to the Agreement is hereby deleted and replaced with
Exhibit "A" attached to this First Amendment.
FURTHER, the parties hereto do hereby extend the time for closing until
April 24 , 2006.
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IN WITNESS WHEREOF, the Assignor and Assignee have executed this First Amendment
as of the date first above written.
ASSIGNOR:
STRUCTURED CAPITAL CORP.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, President
ASSIGNEE:
TEXAURUS ENERGY INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇▇, President
EXHIBIT A
The "Assigned Interests" are described as follows:
Being an undivided Eight (8%) Percent of 8/8ths working interest in
the "Leases" listed and described on Exhibit "A" and an undivided Eight
(8%) Percent of 8/8ths working interest in and to: (a) the wellbores of the
Key Operating and Production Company, Inc. - S.L. 16995 No. 1 Well, bearing
Office of Conservation Serial No. 228882, and the Key Operating and
Production Company, Inc. - S.L. 16995 No. 1-D Well, bearing Office of
Conservation Serial No. 229486 (collectively ("S.L. 16995 Well"), and the
Key Operating and Production Company, Inc. - S.L. 16995 No.2 Well, bearing
Office of Conservation Serial No.230531, and the Key Operating and
Production Company, Inc. - S.L. 16995 No. 3 Well, bearing Office of
Conservation Serial No. 3-231777 and 3D-232537 (collectively "▇▇▇▇▇"), (b)
all physical facilities situated at the wellsite location of the ▇▇▇▇▇,
including, but not limited to, any tanks, tank batteries, gas plants,
disposal facilities, buildings, structures, field separators and liquid
extractors, compressors, pumps, pumping units, valves, fittings, machinery
and parts, engines, boilers, meters, apparatus, implements, tools,
appliances, cables, wires, towers, casing, tubing and rods, gathering
lines, and any and all other fixtures and equipment of every type and
description (collectively, "Equipment"); and (c) the right of ingress and
egress to and from the ▇▇▇▇▇ on, over and across the leased premises
covered by the Leases.