PURCHASE AND SALE & EXPLORATION AGREEMENT
Exhibit
10.20
PURCHASE
AND SALE & EXPLORATION AGREEMENT
THIS
AGREEMENT is
made
and entered into effective the 1st day of March,
2004, by
and
between
CENTURY RESOURCES, INC, a
Delaware corporation, maintaining offices
at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, herein referred to as “Century” and AQUATIC
CELLULOSE INTERNATIONAL CORPORATION, a
Nevada
corporation, with offices at ▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, herein referred to as "Aquatic".
WHEREAS,
Century is the owner of certain producing and undeveloped Oil and Gas Leases,
exploration prospects and 3-D seismic prospect leads, collectively referred
to
as the “Subject Properties”, which are more particularly described on Exhibits
“A” and “A-1” attached hereto, which are located in Matagorda, Wharton, Jackson,
and ▇▇▇▇▇▇▇▇ Counties, Texas; and
WHEREAS,
Aquatics desires to obtain an option to participate with Century in drilling
of
certain prospects and to acquire certain portion of Century’s rights, titles and
interest in and to said Oil and Gas Leases, subject to the terms, conditions,
reservations and limitations provided hereafter, and to participate with Century
in the acquisition and development of certain lands leased or to be leased
by
Century. Century and Aquatics have agreed to certain preferential rights and
options in connection with the development of the Oil and Gas Leases as
hereinafter provided,
NOW,
THEREFORE, for and in consideration of the premises and of the mutual covenants
and Agreements herein contained, during the initial term of this Agreement
and
during any renewal or extension of the term of this Agreement, it is hereby
agreed by and between the parties hereto as follows:
I.
The ▇▇▇▇▇▇ Lease.
Subject
to and in accordance with the terms and conditions of this Agreement, Century
agrees to sell, convey, assign, transfer and deliver to Aquatic and Aquatic
agrees to purchase from Century as of the Effective Date of March 1, 2004,
twenty percent (20%) of Century’s right, title and interest, in and to the
following (the "▇▇▇▇▇▇ Lease"):
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A.
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Within
fifteen (15) days after the receipt from Aquatic of the timely cash
payment provided for below, Century shall execute and deliver to
Aquatic
an assignment for its twenty percent (20%) ownership percentage,
in and to
the ▇▇▇▇▇▇ Oil and Gas Lease including
any
and all other interests currently owned or to be obtained by Century
as of
the Effective Date, including all payments, ownership and accrued
revenue
due from any source relating to said Oil and Gas
Lease.
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B.
Said
assignment shall be effective as of March 1, 2004, and shall be subject to
the
following terms, conditions, reservations and limitations:
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1.
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The
above mentioned assignment shall be made without warranty of any
kind,
express or implied, except that Century shall warrant title to the
oil and
gas leases by, through and under itself, but not
otherwise.
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2.
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Said
assignment shall be made subject to the terms, covenants and conditions
of
the following:
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a.
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The
oil and gas leases; and
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b.
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This
Agreement; and
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c.
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That
certain unrecorded Operating Agreement, to be executed by and between
the
parties, (copy attached hereto as Exhibit “B”), when this Agreement is
executed.
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d.
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The
interest assigned shall be a 20% working interest and 16% net revenue
interest; subject to its proportionate share of all royalties, overriding
royalties, production payments and other leasehold burdens created,
reserved, excepted or assigned in any of the instruments referred
to in
paragraph 2 hereinabove.
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C.
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Cash
Payment .
As partial consideration hereunder, Aquatic shall pay unto Century
the
total amount of $580,000.00.
Allocated to the various interests to be acquired being 50% to the
▇▇▇▇▇▇
lease acquisition and 50% for the option rights under Section II
below.
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D.
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Payment
of Cash Consideration.
Payable by Aquatic to Century as
follows:
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a.
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Eighty
Thousand Dollars ($80,000.00)
in the form of a wire transfer. Receipt of this deposit is acknowledged
by
Century.
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b.
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The
balance of the purchase price of $500,000.00
payable from Aquatic to Century in the form of a bank cashier’s check or
wire transfer upon presentation of an Invoice by Century. Payment
due and
payable per paragraph E. below.
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.
E.
Closing.
The
sale and purchase of the Property pursuant to this Agreement (the "Closing")
shall be consummated and take place at the offices of Century Resources, Inc.,
after March
15, 2004 but on or before March 19, 2004,
or at
such place and time as may be mutually agreed upon in writing by the Parties
(the "Closing Date").
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(a) Aquatic
shall deliver to Century at or before the Closing the remaining amount of the
Purchase Price in certified funds or by wire transfer pursuant to Century’s
written instructions in accordance with
paragraphs C. D. and E. ;
and
such other instruments or documents as Buyer may reasonably request of Seller
to
consummate the transaction contemplated herein.
(b) Seller
shall deliver to Buyer at the Closing an original executed Assignment, in the
form requested by Buyer and such other instruments or documents as Seller may
reasonably request of Buyer to consummate the transaction contemplated
herein.
(c) Effective
Date.
The
conveyance from Century shall be effective as of March 1,
2004,
at
7:00 a.m. Central Standard Time (“Effective Date”).
F.
Effect
of Failure to Perform by Aquatic:
Should
Aquatic fail to comply with the above specified commitment to make the required
cash payment to Century within the time guidelines noted above, then Aquatic
shall be deemed to be in default under this Agreement, and any of Aquatic’s
rights (earned or to be earned) hereunder and under the Operating Agreement
shall ipso facto terminate. Upon the occurrence of such non-performance, there
shall be an automatic reversion to Century of any rights, titles and interests
that were scheduled to be conveyed to Aquatic. In such event, the cash deposit
of $80,000.00 paid by Aquatic pursuant to this Agreement shall be retained
by
Century, not as a penalty, but as the good-faith agreement of the parties hereto
to liquidate their damages in the event Aquatic fails to perform pursuant to
this Agreement.
In
addition, the Parties agree that if the transaction does not close in the
allotted time frame noted in paragraph D.
above,
that the parties shall negotiate a mutually agreeable written extension to
close
not to exceed past March
26, 2004.
If
closing occurs between March 20, 2004 and March 26, 2004, (not later than March
26, 2004), the balance of the purchase price required under paragraph
D.
section b. above,
will increase by ten percent (10%), to $550,000.00.
G. Operator.
Century
shall be designated as the Operator of the oil and gas properties subject to
this agreement and any ▇▇▇▇▇ drilled pursuant to this Agreement and shall have
full control over drilling and other operations at all times.
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H.
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Operating
Agreement:
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It
is
agreed that within five (5) days of the execution of this Agreement by the
parties, each shall execute the Operating Agreement (copy attached hereto as
Exhibit “B”), and the Operating Agreement shall become effect as of that date as
to all operations and other activities conducted on the “Contract Area”
described therein. Notwithstanding anything to the contrary contained herein
or
in the Operating Agreement, in the event of conflict or inconsistency between
the terms and provisions of this Agreement and those of the Operating Agreement,
it is stipulated that the terms and provisions of this Agreement shall
prevail.
II.
Option on New Projects and Exploration Drilling Participation.
Subject
to and in accordance with the terms, provisions and conditions set forth in
this
Agreement, Aquatic shall have an exclusive- non-transferable right, but not
the
obligation, to participate with Century, by acquiring up to fifty
percent (50%)
of the
interest made available to Century, in any new producing property acquisitions,
undeveloped oil and gas lease acquisition, participation in new drilling
prospects ( exploration or development drilling) and other oil and gas
acquisition, leasing or development activities undertaken by Century during
the
Term of this Agreement. Aquatic will have the option to participate on mutually
agreeable terms, and will pay its pro-rata share of project expenses. If Aquatic
elects, at it sole discretion, to participate in any of these future projects
or
prospects, Aquatic will reimburse Century for its pro-rata share of any third
party expenses incurred by Century relating to the individual projects. Aquatic
will make its election to participate, on a project-by-project basis as they
are
presented to Aquatic by Century. Aquatic will exercise this preferential right
of participation within a period of 30
days after
receipt of notice and project summary information from Century as each
individual project is presented, OR
a
shorter time period - if a time period less than 30 days has been imposed on
Century to elect, by a third party.
If
Aquatic declines to participate or rejects any individual project or prospect,
within the allotted time period to respond, then Century shall own the project
or prospect free and clear of this Agreement, and Century shall have the right
to market same to third parties without any further obligation to
Aquatic.
4
A. Project
Areas.
Areas
included in this option for participation include but are not limited to the
following:
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▇.
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▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇ Counties Texas,
Viking Exploration 3D drilling program participation for drilling
of new
▇▇▇▇▇ on acreage to be acquired by
Century.
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▇.
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▇▇▇▇▇▇▇▇▇▇
Dome- ▇▇▇▇▇▇ County, Texas
drilling of new ▇▇▇▇▇ on acreage Century currently owned or to be
acquired
by Century.
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c.
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▇▇▇▇▇
Field, ▇▇▇▇▇▇▇ County, Texas,
drilling of new ▇▇▇▇▇ on acreage currently owned or to be acquired
by
Century.
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d.
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▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇,
drilling of new ▇▇▇▇▇ on acreage currently owned or to be acquired
by
Century
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e.
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Future
new production and property acquisitions.
On terms outlined in this
agreement.
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B. Stock
Consideration for this Option on New Projects and Exploration
Drilling.
As
partial consideration hereunder, Aquatic shall deliver unto Century shares
in
Aquatic Cellulose International Corp.,, as detailed on Exhibit
“C”attached
hereto and made a part of this Agreement. At Century's request, Century’s share
allocation may be issued to others and will be subject to the same terms,
conditions and restrictions as Century’s shares.
C. General
Provisions.
1. Right
to Join in Sale of Interests to Third Parties. Aquatic
and Century agree that if either party should offer any of their oil and gas
interests hereunder for sale to any third parties (excluding the shares in
II.
B. above) , they will grant the other party the option of including their
interests free of cost in such sales.
2. Preferential
Right to Purchase . Subject
to the terms of this Agreement, Aquatic and Century shall each have a recurring
preferential right to purchase the other parties interest in proposed sale
of
any interest acquired under this Agreement. Before entering into a sales
contract with a purchaser, Century or Aquatic will promptly give written notice
of the proposed sale, describing all relevant details, including a draft of
the
proposed contract. Each party shall have fifteen (15) days after receipt of
the
notice within which to elect to contract to purchase or designate an alternate
purchaser, on the same terms contained in the notice, or on terms more
favorable. If any party fails to notify the selling party of its election within
the fifteen (15) day period, or elects not to purchase, the selling party may
enter into the proposed contract on the same terms contained in the notice
to
the other party. If, for any reason, either party does not enter into the
proposed contract on the terms contained in the notice and permitted by this
Agreement, or if the proposed contract executed terminates, expires or is
renegotiated, in whole or in part, the preferential right shall apply again
and
in accordance with this Agreement and the Operating Agreement. Aquatic’s
continued compliance with all terms of this Agreement and the Operating
Agreement is a condition to Aquatic preserving this preferential right to
purchase Century’s interest offered to a third party.
5
3. Term.
The
term
of Section
II Option on New Projects and Exploration Drilling Participation under this
Agreement
shall be for a period of one
(1) year
beginning March 1, 2004. Activation of this Option is dependent on Century
receiving funds per the Closing outlined in Section
I paragraph D of
this
Agreement. Aquatic will have the option to renew this Agreement for two (2)
additional one-year period by notifying Century in writing, on or before the
expiration of the first and second year option period. If Aquatic fails to
give
such notice, this Agreement will automatically terminate as to the preferential
right of Aquatic to participate in any new projects developed by Century, after
the end of the active one year option period, with no further obligations or
liabilities on the part of either party, except for existing obligations under
the Operating Agreement or for projects and properties jointly owned, or any
work or acquisition in progress as of said termination date. After the closing
outlined in Section I paragraph D., Aquatic at its sole discretion may at any
time thereafter terminate this Agreement by delivering written notice to Century
of Aquatic’s election to terminate this Agreement, whereupon this Agreement will
terminate without further obligation or liabilities on the part of Century
or
Aquatic, except those obligations for any work in progress, and for those
obligations set forth in the Operating Agreement.
4. No
Partnership. This
Agreement shall not be construed as creating a partnership between the parties
hereto or rendering them liable as co-partners or as authorizing any of the
parties to act as the agent, servant or employee of the other party hereto
for
any purpose whatsoever, except to he extent Century as Operator is authorized
to
do so under the terms of the Operating Agreement attached as Exhibit”B”. The
parties liabilities shall be several, not joint or collective.
5. Time
is of the essence of this Agreement.
6. Representations
by Century.
Century
represents and warrants that the following statements are true and correct
at
the date hereof and at the Closing Date in all material respects, Century shall
perform and comply in all material respects with all covenants and conditions
herein required:
a. Organization
and Authority.
Century
Resources, Inc. a Delaware corporation is duly organized, in good standing,
and
qualified to own mineral interests in the state where the Property is located
and has the power and authority to carry on its business as presently conducted,
to own and hold the Property, to sell the Property and to perform all
obligations required by this Agreement.
7. Representations
by Aquatic.
Aquatic
represents to Century that the following statements are true and correct and
shall be true at and as of the Closing Date in all material respects, Buyer
shall perform and comply in all material respects with all covenants and
conditions herein required.
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a. Organization
and Authority.
Aquatic
is a Nevada corporation, in good standing, and qualified to carry on its
business in the state where located and has the power and authority to carry
on
its business as presently conducted, to own, purchase and hold the Property,
and
to perform all obligations required by this Agreement.
b. Aquatic’s
Investigations.
Subject
to any required consent of third parties, Seller agrees to allow Buyer and
its
authorized representatives to conduct inspections or investigations on or with
respect to the Property without limitation. Buyer agrees that it will hold
in
trust, keep confidential, and not disclose to any third party or make any use
of
any confidential information obtained from Seller except to the extent necessary
to complete its investigations described herein unless the purchase and sale
contemplated herein is accomplished and the Property is transferred to Buyer.
Aquatic
stipulates that it has knowledge and experience in financial and business
matters that enable it to evaluate the merits and risks of the transactions
contemplated by this Agreement and that the parties are not in a significantly
disparate bargaining position.
8. Title.
Seller
warrants title to the interest being conveyed to Buyer against all persons
lawfully claiming, or to claim, all or any portion of the ownership of Century
Resources, Inc., or the oil and gas leases. Seller will convey to Buyer, to
the
full extent transferable, the benefit of and the right to enforce title
warranties, which Seller is entitled to enforce.
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9. Notices.
All
notices and communications required or permitted under this Agreement shall
be
in writing, delivered to or sent by U.S. Mail or Express Delivery or Federal
Express, postage prepaid, by prepaid telegram, or acknowledged facsimile,
addressed as follows:
▇▇▇▇▇▇
▇.
▇▇▇▇▇▇▇▇▇
Century
Resources, Inc.
▇▇▇▇
▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Fax
▇▇▇-▇▇▇-▇▇▇▇
Sheridan
Westgarde
Aquatics
Cellulose International Corporation
▇▇▇▇-
▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇
▇▇▇▇▇▇,
▇.▇.
▇▇▇▇▇▇,
▇▇▇ ▇▇▇ ▇▇▇-▇▇▇-▇▇▇▇ Fax
▇▇▇-▇▇▇-▇▇▇▇
10. Parties
in Interest.
This
Agreement shall inure to the benefit of and be binding upon Seller and Buyer
and
their respective heirs, successors and assigns. However, no assignment by any
party shall relieve any party of any duties or obligations under this Agreement.
Specifically, to the extent Aquatic assigns or transfers any or all of its
interest in this Agreement, Aquatic shall remain liable for all obligations
arising under this Agreement to the same extent that it was liable before said
assignment or transfer. Aquatic may not assign it interest in this agreement
to
any party without the express written consent of Century, which consent may
be
withheld at Century’s sole discretion.
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11. Headings
for Convenience.
The
paragraph headings used in this Agreement are inserted for convenience only
and
shall be disregarded in construing this Agreement.
12. Entire
Agreement. This
Agreement and all exhibits hereto, shall constitute the entire contract and
agreement of Century and Aquatic and shall supersede, replace and override
any
and all prior discussions, correspondence, and agreements between them as to,
and only as to, the contemplated operations, promises, and agreements as
specifically provided for herein.. Century and Aquatic agree that as to the
matters contemplated and provided for herein, there are no undertakings,
obligations, promises, assurances, agreements or conditions, whether precedent
or otherwise, except those specifically set forth in this Agreement and in
the
exhibits attached hereto. Other than as prescribed herein, no amendment,
modification, termination or cancellation of this Agreement shall be effective
unless in writing and signed by the Parties.
13. Disputes
and Applicable Laws.
Should
any party to this Agreement bring an action, including a lawsuit, against any
other party to this Agreement (or any of its directors, officers, employees
and
agents) to enforce or interpret any term or condition of this Agreement, then
the prevailing or substantially prevailing party in such action shall be
entitled to recover an amount for reasonable attorneys fees in addition to
any
costs awarded by judgment. This Agreement shall be governed exclusively by,
and
construed according to, the laws of the State of Texas. The venue for any
litigation or dispute shall be ▇▇▇▇▇▇ County, Texas.
14. No
Waiver.
No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions, whether similar or not, nor shall
a
waiver constitute a continuing waiver or a precedent to make similar waivers
in
the future. No waiver shall be binding unless executed in writing by the party
making the waiver.
15. Survivorship
of Provisions.
If, for
any reason, any provision or part of this Agreement is determined to be invalid
or contrary to, or in conflict with, any existing or future law or regulation
as
determined finally by a court or agency having competent jurisdiction, then
the
Parties agree that such provision or part thereof shall be amended and/or
modified to the minimum extent necessary to make such provision or part thereof
valid or enforceable, unless to do so would alter materially the rights, duties
and/or obligations of the Parties hereto. Any such amendment or modification
shall not impair the operation or affect the remaining provisions of this
Agreement and such remaining provisions will continue to be given full force
and
effect and bind each party unless the necessary amendment or modification would
alter materially the rights, duties and/or obligations of the Parties hereto
in
which case this Agreement shall terminate unless otherwise agreed by the Parties
hereto.
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16. Further
Assurances.
After
Closing, Seller and Buyer agree to take such further actions and to execute,
acknowledge and deliver all such further documents that are necessary or useful
in carrying out the purposes of this Agreement or of any document delivered
pursuant hereto.
17. Third
Party Beneficiaries.
There
are no third parties who are intended to be beneficiaries of this
Agreement.
18. Confidentiality.
Due to
the confidentiality of certain aspects of Century’s business, and proprietary
nature of certain non public information and data, which is acknowledged by
all
parties hereto, Aquatic and its agents will not disclose to any person, without
the prior written consent of Century, any confidential information and any
information about the proposed transaction, or the terms or conditions or any
other facts relating thereto. except as required in connection with any
financing, Aquatic shall keep confidential all information regarding this
agreement, contracts, financial, geological, engineering and related
information.
IN
WITNESS WHEREOF, THIS AGREEMENT SHALL BE EFFECTIVE AS OF March 1,
2004.
EXECUTED
this __17th__ day of March, 2004.
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CENTURY
RESOURCES, INC
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Aquatics
Cellulose International Corporation
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/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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/s/
Sheridan Westgarde
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▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇, President
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Sheridan
Westgarde, CEO
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EXHIBIT
“A”
Attached
to and made a part of that certain Purchase and Sale & Exploration Agreement
between Century Resources, Inc, and Aquatic Cellulose International Corporation
effective March 1, 2004.
OIL,
GAS AND MINERAL LEASE:
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DATE:
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▇▇▇▇▇
▇▇, ▇▇▇▇
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▇▇▇▇▇▇:
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▇▇▇▇▇▇
& ▇▇▇▇▇▇, a partnership composed of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇.▇.
▇▇▇▇▇▇,
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Trustees,
and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and husband, ▇▇ ▇. ▇▇▇▇▇▇
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LESSEE:
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▇▇▇▇▇
▇▇▇▇▇▇▇
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Land:
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3,645.61
Acres, more or less, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Survey, A-4
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Recorded:
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Volume
225, Page 290, DR
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Amended:
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Volume
543, Page 7
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(“▇▇▇▇▇▇
Lease”)
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SUBSURFACE
EASEMENTS
( Lot
and block references are to the ▇▇▇▇▇▇▇ Beach Subdivision, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Survey, A-4, recorded at Volume ▇, ▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇):
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1.
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Date:
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August
17, 2001
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Grantor:
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▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇
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Grantee:
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Calpine
Natural Gas Company
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Land:
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▇▇▇▇
▇▇, ▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇, &▇▇, ▇▇▇▇▇
1
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Recorded:
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Volume
629, Page 754, DR
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2.
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Date:
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August
14, 2001
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Grantor:
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▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Grantee:
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Calpine
Natural Gas Company
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Land:
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▇▇▇▇
▇▇, ▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇, &▇▇, ▇▇▇▇▇
1
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Recorded:
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Volume
629, Page 756, DR
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3.
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Date:
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May
29, 2001
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Grantor:
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▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇
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Grantee:
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Calpine
Natural Gas Company
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Land:
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▇▇▇▇
▇▇,▇▇,▇▇ & ▇▇ ▇▇▇▇▇ ▇▇
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▇▇▇▇▇▇▇▇:
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Volume
628, Page 417, DR
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10
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4.
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Date:
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July
16, 2001
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Grantor:
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▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
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|
|
Grantee:
|
Calpine
Natural Gas Company
|
|
|
Land:
|
▇▇▇▇
▇ & ▇, ▇▇▇▇▇ 3
|
|
|
Recorded:
|
Volume
628, Page 439
|
|
|
5.
|
Date:
|
August
8, 2001
|
|
Grantor:
|
United
States Department of the Army
|
|
|
Grantee:
|
Calpine
Natural Gas Company
|
|
|
Land:
|
Portion
of Tracts 503 and 504
|
|
|
Recorded:
|
Unrecorded
|
NORTEX
FARMOUT and OPERATING AGREEMENT:
Seismic
Option Farmout Agreement dated March 19, 1998, between Nortex Corporation and
Sheridan Energy, Inc., amended September 14, 1999, May 19, 2000, January 23,
2001 and May 7, 2001, which may be subject to the operating agreement dated
January 16, 1961, between ▇.▇. ▇▇▇▇▇▇▇ Company and Gulf Oil
Corporation.
▇▇▇▇▇:
All
producing, shut-in, inactive and salt water disposal ▇▇▇▇▇ on ▇▇▇▇▇▇ &
▇▇▇▇▇▇ Lease to all depths.
FACILITIES:
All
personal property, equipment, fixtures, facilities and materials associated
with
the ▇▇▇▇▇ listed above, including without limitation, pipelines, tanks,
saltwater disposal, gathering systems and dehydrations systems.
11
EXHIBIT
“A-1”
Attached
to and made a part of that certain Purchase and Sale Agreement between Century
Resources, Inc, and Aquatic Cellulose International Corporation as ,dated March
1, 2004. Leases owned by Century Resources, Inc., includes but is not limited
to
the following:
|
1.
|
Leases:
▇▇▇▇▇ Field, ▇▇▇▇▇▇▇ County,
Texas:
|
|
LESSOR
|
LESSEE
|
DATED
|
Vol.
Page
|
Recorded
|
|
Brothers
Cattle Company, Inc.
|
J.▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, Inc.
|
05/01/90
|
830
|
430
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇
|
▇.▇.
▇▇▇▇▇
|
09/30/52
|
255
|
446
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇, Guardian Estate Of ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
|
▇.▇.
▇▇▇▇▇
|
09/04/53
|
263
|
213
|
|
Brothers
Cattle Company, Inc.
|
▇▇▇▇▇▇▇▇
Oil Co.
|
12/23/91
|
30
|
261
|
|
Brothers
Cattle Company, Inc.
|
▇▇▇▇▇▇▇▇
Oil Co.
|
06/17/92
|
24
|
17
|
|
2.
|
San
▇▇▇▇▇▇ Creek Field, ▇▇▇▇▇▇▇▇ County,
TX:
|
Lessor:
▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Lessee: ATLANTIC
REFINING COMPANY
Date:
SEPTEMBER
6, 1940
Recorded:
Volume 27, Pages 632-635 of the Deed Records of ▇▇▇▇▇▇▇▇, County, Texas,
COVERING 200 ACRES, being the westernmost 200 acres of the ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Survey 14, A-1060, from the surface down to and including the stratigraphic
equivalent of 6,100 feet beneath such land.
Lessor:
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ et ux
Lessee:
V.T.
▇▇▇▇▇▇▇▇
Date: June
16,
1951
Recorded:
Volume 28 ,Pages 480 of the Deed Records of ▇▇▇▇▇▇▇▇, County, Texas, INSOFAR
as
Said Lease covers 40 acres more particularly described in that certain
Assignment and ▇▇▇▇ of Sale dated September 12, 2001 from Lakewood Operating
,
LTD. et al to Century Resources, Inc., recorded at Volume 411, Page 237,
Official Records of ▇▇▇▇▇▇▇▇ County, Texas.
12
EXHIBIT
“B”
Copy
of Operating Agreement
Attached
to and made a part of that certain Purchase and Sale Agreement between Century
Resources, Inc, and Aquatic Cellulose International Corporation as ,dated March
1, 2004. Leases owned by Century Resources, Inc.,
13
EXHIBIT
‘C’
Attached
to and made a part of that certain Purchase and Sale and Exploration AGREEMENT
BY AND BETWEEN Century Resources, Inc. and AQUATIC CELLULOSE INTERNATIONAL
CORP., dated January 15, 2004.
The
following share structure will be completed upon the approval of shareholders
in
the forthcoming proxy vote and the subsequent corporate recapitalization.
Aquatic board of directors maintains the right to issue additional shares for
acquisition and expansion, which will affect original shareholders percentage
of
ownership. Aquatic agrees that the initial 15% ownership stake by ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇ will be issued upon the completion of the Company share
recapitalization; however Aquatic maintains the right to change other ownership
percentages as Aquatic sees fit.
Share
Structure of Aquatic Cellulose International Corp
| Issued & Outstanding | 23.002 million |
|
Corp.
shareholders & Professional Services
|
2.5
million / (6.11%)
|
|
Officers
& Directors
|
10.408
million / (45.25%)
|
|
Debt
service
|
5.52
million / (24.00%)
|
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
|
3.45
million / (15%)
|
(Based
on Issued &Outstanding shares of approx. 23.0 million, the number of which
is subject to change)