Exhibit 10.1
BACK OUT AGREEMENT - AQUATIC / TITAN
Dec 1, 2005
AGREEMENT TO BACK OUT
---------------------
OF THE PURCHASE OF WORKING INTERST AS SET FORTH IN THE
------------------------------------------------------
PURCHASE AND SALE AGREEMENT
---------------------------
Dated July 30, 2004 and the Amendment Dated June 1, 2005
--------------------------------------------------------
Made
By and Between
Aquatic Cellulose International Corp
------------------------------------
And
Titan Oil and Gas, Inc. (Formerly Titan Consolidated Inc.)
----------------------------------------------------------
THIS BACK OUT AGREEMENT is made and entered into effective the 1st day of
December, 2005, by and between AQUATIC CELLULOSE INTERNATIONAL CORPORATION, a
Nevada corporation, with offices at ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇▇, ▇▇▇ ▇▇▇, herein referred to as "Aquatic" and TITAN OIL AND GAS,
INC.(FORMERLY TITAN CONSOLIDATED INC.) a Nevada corporation, maintaining offices
at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
herein referred to as "Titan" and,
WHEREAS, said reference is made to a certain Purchase & Sale Agreement made
between the parties dated July 30, 2004 and its subsequent amendment dated June
1, 2005, and that Titan wishes to exercise its right to back out of its
arrangement to purchase the said working interests in accord with the terms set
forth in the amendment dated June 1, 2005 and the terms stated herein.
AGREEMENT TO "BACK OUT" OF PURCHASE AND SALE:
1. Titan agrees to exercise its right, as set forth in the First
Amendment to Purchase and Sale Agreement of July 30, 2004 dated
June 1, 2005, to back out of the arrangement to purchase working
interest in Aquatic's ▇▇▇▇▇ field or Wharton Viking 3D interest
in ▇▇▇▇▇▇▇ County Texas, working interest that Aquatic is
entitled to as per Aquatic's exclusive agreement with New
Century Energy Corp dated January 1, 2005.
CONSIDERATION TO TITAN:
2. Aquatic agrees to reimburse Titan a total amount in the
aggregate of $100,000 (one hundred thousand dollars). Titan
agrees that after receiving the final payment due and payable on
December 1, 2005, of $20,000 (twenty thousand dollars) that
Titan will make no claims of any kind regarding Aquatic
properties, revenue or assets. TITAN FURTHER AGREES THAT
IMMEDIATELY UPON RECEIPT OF THIS FINAL PAYMENT A LETTER OF
ACKNOWLEDGMENT, THE FORM OF WHICH IS ATTACHED TO THIS AGREEMENT
AS EXHIBIT A, WILL BE SIGNED AND FAXED TO AQUATIC, FAX NUMBER
(▇▇▇) ▇▇▇-▇▇▇▇.
Page 1 of 4
BACK OUT AGREEMENT - AQUATIC / TITAN
Dec 1, 2005
3. Aquatic also agrees that they relinquish any and all claims to
or rights to participate in any gas or oil leases, shares of
Titan stock, working interests, current or future projects
originating from any consultant, contract or employee of Titan,
or any ongoing share in revenues that Titan currently owns or
might own in the future, including those from the Kosciusko #1
and ▇▇▇▇▇▇▇ oil and gas ▇▇▇▇▇.
4. Aquatic agrees to relinquish any rights to current agreements
with ▇▇▇▇ ▇▇▇▇▇▇
▇. Aquatic agrees to hold Titan and its officers, directors and
shareholders harmless from any person, corporation or entity
associated with Aquatic who may attempt to challenge or subvert
this agreement in any way.
CONSIDERATION TO AQUATIC:
6. Titan agrees that any funds that Aquatic has received by way of
cash or the sale of stock to third parties in excess of the
reimbursement paid to Titan as stated in item 2 above, shall be
designated as a cancellation or "back out" penalty as provided
for in the First Amendment to Purchase and Sale Agreement of
July 30, 2004 dated June 1, 2005.
7. Titan agrees that they have no claim to or rights to participate
in any gas or oil leases, shares of Titan stock, working
interests, current or future projects, or any ongoing share in
revenues that Aquatic currently owns or might own in the future,
including the working interest and revenues from ▇▇▇▇▇ field and
Wharton Viking 3D interest in ▇▇▇▇▇▇▇ County Texas, as per
Aquatic's exclusive agreement with New Century Energy Corp.
dated January 1, 2005.
8. Titan agrees that they have no further claim for compensation
regarding the payments made or the 47,300,000 (forty seven
million three hundred thousand) shares that were issued to
Aquatic for the purchase of the working interest.
9. Titan agrees to hold Aquatic and its officers, directors and
shareholders harmless from any person, corporation or entity
associated with Titan who may attempt to challenge or subvert
this agreement in any way.
REPRESENTATIONS BY TITAN:
10. Titan warrants to Aquatic that is 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 Titan is not in a significantly disparaging
position.
11. Titan warrants to Aquatic that ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ is authorized
to sign this agreement on behalf of Titan and its officers,
directors and shareholders.
Page 2 of 4
BACK OUT AGREEMENT - AQUATIC / TITAN
Dec 1, 2005
REPRESENTATIONS BY AQUATIC:
12. Aquatic warrants to Titan 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 Aquatic is not in a significantly disparaging
position.
13. Aquatic warrants to Titan that ▇▇. ▇▇▇▇▇▇▇▇ Westgarde is
authorized to sign this agreement on behalf of Aquatic and its
officers, directors and shareholders.
IN WITNESS WHEREOF, THIS AMENDMENT SHALL BE EFFECTIVE AS OF December 1, 2005.
EXECUTED This __1st_ Day of December, 2005.
AQUATIC CELLULOSE TITAN OIL & GAS, INC.
INTERNATIONAL CORP
/s/ Sheridan B. Westgarde /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------- --------------------------
Sheridan B. Westgarde, CEO ▇▇▇▇ ▇▇▇▇▇▇▇▇, CEO
Page 3 of 4
BACK OUT AGREEMENT - AQUATIC / TITAN
Dec 1, 2005
EXHIBIT A
(Affix Titan Letterhead)
Sheridan Westgarde
Chief Executive Officer
Aquatic Cellulose International Corp
▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇
▇▇▇ ▇▇▇
Dear Mr. Westgarde;
This letter is to confirm that the final payment of $20,000 (twenty
thousand dollars) has been received by Titan and that the total aggregate of
$100,000 (one hundred thousand dollars) has now been received by Titan in full.
TITAN OIL and GAS, INC
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇
Chief Executive Officer
Page 4 of 4