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EXHIBIT 10.4
SALES AND PURCHASE AGREEMENT
State of Texas
County of Harris
Ernie F. Gouge, DBA "Westfield Oil and Gas, Inc." whose address is 21123 Hardy
Road, Houston, Texas, 77073, entered into a Gas Processing Agreement with Upper
Cumberland Natural Gas Company, Inc. on November 19, 1999, attached hereto and
made part of this agreement. A subsequent Agreement titled "Amendment to Gas
Processing Agreement" was entered into on April 27, 2000, attached hereto and
made part of this Agreement.
This letter conveys 100% of the interest, participation, responsibilities,
obligations and all other matters, including, but not limited to the terms and
conditions addressed in the "Gas Processing Agreement" dated November 19, 1999,
and the "Amendment to Gas Processing Agreement" dated April 27, 2000, from Ernie
F. Gouge, DBA "Westfield Oil and Gas, Inc." to Alan Hansen whose address is 1605
15th Street, Huntsville, Texas 77340, hereinafter referred to as "Hansen".
This transfer of interest shall be provided in consideration of a payment of
$150,000.00 (one hundred and fifty thousand dollars). It is agreed and
understood by the parties, that Ernie F. Gouge, DBA "Westfield Oil and Gas,
Inc.", will deliver, convey, and transfer said interest free and clear of any
debt related to the installation and start up costs, or operations of said
plant, and there will be no outstanding invoices at the time of executing this
agreement.
A down payment of $40,000.00 dated May 20, 2000, is hereby paid to Ernie F.
Gouge, DBA "Westfield Oil and Gas, Inc." and the acceptance of this promissory
note in the amount of $117,500.00 due and payable on June 6, 2000, attached
hereto, does hereby transfer said interest to Alan L. Hansen as of this date. In
the event "Hansen" fails to pay the balance of said promissory note, all
interests shall revert to Ernie F. Gouge, DBA "Westfield Oil and Gas, Inc."
At a review of all paid and unpaid invoices will presented by Ernie F. Gouge,
EBA "Westfield Oil and Gas. Inc.," and any unpaid invoices shall be paid by
Ernie F. Gouge, DBA "Westfield Oil and Gas, Inc." and evidence of payment
provided to "Hansen" on or before the "DUE DATE" of the promissory note JUNE 6,
2000. In the event invoices are presented for payment after the JUNE 6, 2000,
date for any of the construction, installation, or other services, materials, or
labor which is charged to Ernie F. Gouge DBA "Westfield Oil and Gas, Inc.," said
invoices shall be reviewed by the parties to determine liability.
Inasmuch as Ernie F. Gouge, DBA "Westfield Oil and Gas, Inc." contracted with
The Hanover Company, and entered into equipment rentals on the above mentioned
NGL plant and related equipment, located in Livingston, Tennessee, is agreed and
understood these rental/lease contracts will be assigned to Alan Hansen or his
assignees. The contracts include the following equipment and the following
obligations (see Attached EXHIBIT "C", attached hereto and made part of this
Agreement.
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In the event The Hanover Company refuses to permit Alan Hansen to assume the
rentals/lease contracts with The Hansen Company, Ernie F. Gouge, DBA "Westfield
Oil and Gas, Inc." hereby agrees to remain as the responsible party regarding
these rental/leases and will subordinate the rental/lease responsibility for
Alan Hansen.
In this event, Alan Hansen will pay these rentals directly to The Hanover
Company and will provide evidence of payment to Ernie F. Gouge, DBA "Westfield
Oil and Gas, Inc." for each payment made.
This agreement is entered into this 20th day of May 2000.
Agreed and Understood
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Ernie F. Gouge Westfield Oil and Gas, Inc.
Ernie F. Gouge
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Alan Hansen
ACKNOWLEDGEMENT
STATE OF TEXAS
COUNTY OF HARRIS
Before me the undersigned authority, on this day personally appeared the parties
Alan L. Hansen, and Ernie F. Gouge known to me to be the persons whose names are
subscribed to the foregoing instrument, and acknowledged to me that he executed
for the purposes and consideration therein expressed.
Given under my hand and seal of the office this 24th day of May, 2000.
----------------------------------------- Seal
Signature
