Exhibit 10.1
LETTER OF AGREEMENT
This Letter of Agreement entered into on this day, March 2, 2010, by and between
ESL Teachers, Inc., a Nevada corporation or its assignee as "Buyer" and ▇▇▇▇
▇▇▇▇▇▇▇, (or Assignee) as "Seller", and Synfuel Technology, Inc., a Utah
corporation ("Synfuel"), collectively the parties ("parties").
A. Synfuel Technologies Inc. is a corporation incorporated in the State
of Utah.
B. Synfuel, as Lessee of record, has leased and holds certain private
mineral rights, legally assigned and recorded, in leasehold; for
development of the leases in Sheraton County, Wyoming. ("Asset") (See
Schedule A)
C. Synfuel confirms that it has entered into an assignment agreement
hereby assigning all rights to said Asset to the Seller.
D. The Seller through its Assignment Agreement with Synfuel owns an
undivided one hundred percent (100%) interest in the leases.
E. Under the terms of the State of Wyoming Coal Mining Lease Agreement
(the "Lease")entered into on March 2, 2006, the Seller and Synfuel,
must pay an annual rent of one dollar per acre per year for the first
five years of the lease and two dollars per acre per year for the last
five years of the lease. Once in production, the Seller and Synfuel
must pay a royalty to the State of Wyoming on its strip mining
operations equal to twelve and one-half percent (12.5%) of its
revenues earned from the sale of the coal. (See Schedule A).
F. The lease has an overriding royalty of approximately $0.02 per ton.
G. BUYER (or assignee) desires to acquire, and the Seller desires to sell
one hundred percent (100%) ownership interest of Assets. According to
the Lease, the State of Wyoming must first consent to the Assignment
of the Lease to BUYER.
NOW, THEREFORE, BUYER and Seller for valuable consideration received, agree to
the following
1. Upon execution of this Agreement, transfer the Asset to BUYER (or Assignee)
subject to the following:
a. The State of Wyoming consenting to the Assignment of the lease to
Buyer.
b. Payment to Seller of Forty Five Thousand Dollars ($45,000.00), and to
Buzz Communications Inc. Ten Thousand Dollars ($10,000.00) within ten
(10) days of this Agreement;
c. Commitment by BUYER to spend a minimum of Two Hundred and Fifty
Thousand dollars ($250,000.00) on exploring and developing Asset
within twelve (12) months following the date of this Agreement.
d. Payment to Seller of Twenty-five Thousand Dollars ($25,000.00) at the
anniversary of this Agreement. BUYER agrees to provide all drill
reports, seismic tests, exploration expenditures, exploration reports,
and all mining plans developed during the first year of this Agreement
within 90 days of the anniversary of this Agreement
e. Commitment by BUYER to spend a minimum of Five Hundred Thousand
dollars ($500,000.00) on exploring and developing Asset during the
period between starting twelve months after the date of this Agreement
and ending on a date twenty-four months after the date of this
Agreement.
f. Payment to Seller Twenty-five Thousand Dollars ($25,000.00) within 90
days of the second anniversary of the date of this Agreement. BUYER
agrees to provide all drill reports, seismic tests, exploration
expenditures, exploration reports, feasibility studies and all mining
plans developed during the first twenty-four months after the date of
this Agreement within 90 days after the second anniversary of this
Agreement
g. Commitment by BUYER to complete a feasibility study on the Asset
before a date thirty-six months from the date of this Agreement. The
estimated costs to complete the Feasibility Study is two million
dollars ($2,000,000.00).
h. Payment to Seller Twenty-five Thousand Dollars ($25,000.00) within 90
days of the third anniversary of this Agreement. BUYER agrees to
provide all drill reports, seismic tests, exploration expenditures,
exploration reports, Feasibility Studies, and all mining plans
developed during the first thirty-six months of this Agreement within
90 days of a date thirty-six months after the date of the Agreement.
i. Entry into a Royalty Agreement with Seller, which calls for minimum
royalties of:
i. One dollar ($1.00) per ton of coal sold.
ii. Maximum royalties paid is five million dollars ($5,000,000.00).
The maximum royalties must be made within fifteen (15) years of
this Agreement.
2. Should BUYER (or Assignee) fail to complete the subjects outlined in 1. (a)
though (h) above, Seller has the right to demand assignment of the Asset
back to Seller.
The Parties do hereby agree to enter into this Letter of Agreement, on the
aforementioned date first appearing in this Agreement
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- ---------------------------------
Authorized Signature - ESL Teachers Inc. ▇▇▇▇ ▇▇▇▇▇▇▇
/s/
---------------------------------
Authorized Signature
Synfuel Technology, Inc.
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SCHEDULE A
1.) Listing of Mineral Leases held by Synfuel Technology, Inc.
Lease # Description
------- -----------
1 0-40536 92.47 Acres. ▇▇▇▇ ▇-▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
2 0-40537 1,200 Acres
(320 Acres E1/2 Section 20 T58N R58W,
▇▇▇ ▇▇▇▇▇ ▇▇/▇:▇▇:▇▇/▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
320 Acres S1/2 Section 22 T5N R85W)
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SCHEDULE B
1. Directors Resolution of Synfuel Technology, Inc. assigning Leases to ▇▇▇▇
▇▇▇▇▇▇▇, or Assignee.
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