Exhibit 10.4
PURCHASE AND SALE & EXPLORATION AGREEMENT
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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"):
A. 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.
B. Said assignment shall be effective as of March 1, 2004, and shall be
subject to the following terms, conditions, reservations and
limitations:
1. 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.
2. Said assignment shall be made subject to the terms, covenants and
conditions of the following:
a. The oil and gas leases; and
b. This Agreement; and
c. That certain unrecorded Operating Agreement, to be executed
by and between the parties, (copy attached hereto as Exhibit
"B"), when this Agreement is executed.
d. 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.
C. 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.
D. PAYMENT OF CASH CONSIDERATION. Payable by Aquatic to Century as
follows:
a. Eighty Thousand Dollars ($80,000.00) in the form of a wire
transfer. Receipt of this deposit is acknowledged by Century.
b. 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.
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").
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.
H. OPERATING AGREEMENT:
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
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percent (50%) of the interest made available to Century, in any new producing
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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.
A. PROJECT AREAS.
Areas included in this option for participation include but are not limited to
the following:
▇. ▇▇▇▇▇▇▇ AND ▇▇▇▇▇▇▇ COUNTIES TEXAS, Viking Exploration 3D
drilling program participation for drilling of new ▇▇▇▇▇ on
acreage to be acquired by Century.
▇. ▇▇▇▇▇▇▇▇▇▇ DOME- ▇▇▇▇▇▇ COUNTY, TEXAS drilling of new ▇▇▇▇▇ on
acreage Century currently owned or to be acquired by Century.
c. ▇▇▇▇▇ FIELD, ▇▇▇▇▇▇▇ COUNTY, TEXAS, drilling of new ▇▇▇▇▇ on
acreage currently owned or to be acquired by Century.
d. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ , ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, drilling of new
▇▇▇▇▇ on acreage currently owned or to be acquired by Century
e. FUTURE NEW PRODUCTION AND PROPERTY ACQUISITIONS. On terms
outlined in this agreement.
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.
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.
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.
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.
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.
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.
CENTURY RESOURCES, INC AQUATICS CELLULOSE
INTERNATIONAL CORPORATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ /s/ Sheridan Westgarde
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President Sheridan Westgarde, CEO
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:
DATE: ▇▇▇▇▇ ▇▇, ▇▇▇▇
▇▇▇▇▇▇: ▇▇▇▇▇▇ & ▇▇▇▇▇▇, a partnership composed of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇.▇.
▇▇▇▇▇▇,
Trustees, and ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, and husband, ▇▇ ▇. ▇▇▇▇▇▇
LESSEE: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Land: 3,645.61 Acres, more or less, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Survey, A-4
Recorded: Volume 225, Page 290, DR
Amended: Volume 543, Page 7
("▇▇▇▇▇▇ Lease")
SUBSURFACE EASEMENTS ( Lot and block references are to the ▇▇▇▇▇▇▇ Beach
Subdivision, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Survey, A-4, recorded at Volume ▇, ▇▇▇▇ ▇, ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇):
1. Date: August 17, 2001
Grantor: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Grantee: Calpine Natural Gas Company
Land: ▇▇▇▇ ▇▇, ▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇, &▇▇, ▇▇▇▇▇ 1
Recorded: Volume 629, Page 754, DR
2. Date: August 14, 2001
Grantor: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Grantee: Calpine Natural Gas Company
Land: ▇▇▇▇ ▇▇, ▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇,▇▇, &▇▇, ▇▇▇▇▇ 1
Recorded: Volume 629, Page 756, DR
3. Date: May 29, 2001
Grantor: ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Grantee: Calpine Natural Gas Company
Land: ▇▇▇▇ ▇▇,▇▇,▇▇ & ▇▇ ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇: Volume 628, Page 417, DR
4. Date: July 16, 2001
Grantor: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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.
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
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DATED VOL. PAGE RECORDED
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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.
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.,
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)