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EXHIBIT 10.1
CONDITIONAL ASSIGNMENT
OF OIL AND GAS LEASE
THE STATE OF TEXAS )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF STEPHENS )
THAT McClymond, Inc., a Texas corporation whose mailing
address is P.O. Box 30, Breckenridge, Texas 70424 (hereinafter
referred to as "Assignor"), for and in consideration of the sum of
Fifteen Thousand Dollars ($15,000.00) cash in hand paid, the
receipt and sufficiency of which are hereby acknowledged, Assignor
does hereby TRANSFER, ASSIGN AND CONVEY unto Oil & Gas Seekers,
Inc., a Nevada corporation, of 2810 South Madison, Spokane,
Washington 99203 (hereinafter referred to as "Assignee), Assignor's
interest in and to the oil and gas rights only, which is believed
to be a 100% leasehold interest and a 78% net revenue interest, in
and to that certain Oil and Gas Lease dated January 9, 1954, from
Ed Ford, et ux, as Lessors, to Vanroe M. Howard, as Lessee,
recorded in Volume 266, page 216, Deed Records of Stephens County,
Texas (hereinafter referred to as the "Subject Lease"), only
insofar as sold lease covers all of TE&L Co. Survey No. 1083,
Stephens County, Texas, save and except 20 acres in the form of a
square surrounding the Ed Ford A-3 well located in the southwest
corner of said survey, containing 300 acres of land, more or less;
SUBJECT, HOWEVER TO THE FOLLOWING RESERVATIONS, EXCEPTIONS,
CON0111ONS AND LIMITATIONS:
1. All prior reservations and exceptions of record, including
prior Assignments and reservations of overriding royalty interest.
2. Assignor excepts herefrom and reserves unto itself, its
successors and assigns, all rights other than oil and gas rights
and an overriding royalty interest in the acreage assigned herein,
equal to the difference between the existing royalty and overriding
royalty burdens and twenty-two percent (22%). Said overriding
royalty interest shall be free and clear of all expenses of
development and operation, but subject to its prorate part of
applicable production and ad valorem taxes. This reserved
overriding royalty interest shall apply to extensions and renewals
of the Subject Lease.
3. Assignor reserves unto itself, its successors and assigns
all rights in and to all depths from the surface of the ground down
to and including a sub-surface depth of 2,999 feet, hereby
conveying to Assignee all depths below a sub-surface depth of 3,000
feet.
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4. Subject to the other terms and conditions included herein,
this Conditional Assignment is made for a limited term of two (2)
years and so long thereafter as Assignee Is producing oil and/or
gas In commercial quantities from the assigned acreage and depths,
subject to the following:
a, If Assignee is, at the expiration of the term of this
Conditional Assignment Is engaged In actual drilling operations,
this Assignment shall remain In full force and effect as to all
lands covered hereby for so long as such operations continue to
completion or abandonment and for so long thereafter as operations
for drilling are conducted with no more than 180 days elapsing
between the completion or abandonment of one wall and, the
commencement of actual drilling operations of another well; or
b. If, at the expiration of the term of this Conditional
Assignment, Assignee is not conducting Ing &dual drilling
operations, but Assignee has completed a well on the leased
promises prior to the expiration of the term hereof which Is
capable of producing oil and/or gas In paying quantities, this
Assignment shall remain in full force and effect for so long as
actual drilling operations or an additional wall are commenced
within 180 days following the expiration of the term hereof, and
this Assignment shall continue in force for so long thereafter as
continuous operations are conducted with no more than 180 days
elapsing between completion or abandonment of one well and the
commencement of actual drilling
III Is
5. Should Assignee sled to abandon any well located an the Assigned
Promises, Assignee shall so notify Assignor, and Assignor, If it so
desires, shall have the right to take over the operation of such
well for purposes of oil and gas operations as to depths or
substances not assigned hereunder or for any other purpose that
does not conflict with the rights granted Assignee hereunder, but.
In order to exercise said right, Assignor must notify of its
Intention to take over the operation of such well within twenty
four (24) hours (Saturday, Sunday and Assignor's holidays excepted)
after (1) receipt of notice from Assignee of its intention to
abandon and (ii) the receipt of a field print of all electric,
sonic, radioactive and other survey logs run in the well, whichever
is the later time. It Assignor exorcises such right to takeover,
Assignor may also take over any salvage materials or equipment at
the wellsite and in the well and reimburse Assignee for the
reasonable value of the salvage materials or equipment taken over,
less the estimated cost of salvaging, Assignor shall assume all
liabilities in connection with the operation of any such wellbore
occurring after Assignor takes over such operation, Including the
obligation to plug and abandon the well and to restore the surface
around the wellsite.
6. ASSIGNOR DOES HEREBY WARRANT TITLE TO THE SUBJECT LEASE HEREIN
DESCRIBED BY, THROUGH AND UNDER ASSIGNOR ONLY. HOWEVER, ASSIGNOR
DOES HEREBY SUBROGATE UNTO ASSIGNEE ANY RIGHTS OWNED OR HELD BY
ASSIGNOR UNDER PRIOR WARRANTIES OF TITLE. IT IS HEREBY ACKNOWLEDGED
THAT ASSIGNEE HAS INSPECTED SAID PROPERTY AND PREMISES AND HAS
BA716FIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION,
BOTH SURFACE AND SUBSURFACE, AND THAT ASSIGNEE SHALL ACCEPT ALL OIL
AND GAS INTERESTS HEREUNDER IN THEIR ______ IS, WHERE IV CONDITION,
WITH ALL FAULTS AND LIABILITIES, PAST AND FUTURE, INCLUDING
ENVIRONMENTAL LIABILITY KNOWN OR UNKNOWN.
7. Assignee agrees to protect, Indemnify and hold Assignor harmless
from and against any and all liability, loss, damage, Injuries,
demands and causes of action theretofore asserted or filed or in
anyway arising from Assignee's operations or activities on the
Subject Lem, and Assignee agrees to Indemnify and hold Assignor
harmless from liability, Including liability a
*owner* or "operator" under CERCLA, RCRA, CWA and all other federal
or state environmental laws
as to operations by Assignee at its assigns on the loosed promises.
I it
Likewise, Assignor agrees to protect indemnify and hold Assignee
harm's 9 9 from and against any and all liability, loss, damage,
Injuries, demands and causes of action theretofore asserted or fled
or In anyway arising from Assignor's operations or activities on
the Subject Lease, and Assignor agrees to Indemnify and hold
Assignee harmless from liability, Including liability as an "owner"
or "operator" under CERCLA, RCRA. 0WA and all other federal or
state environmental laws as to operations by Assignor or Its
assigns on the leased promises.
8. Assignee shall, during the drilling, reworking, and/or routine
operation of any of its well(s) on the lease premises, furnish
Assignor daily drilling reports, copies of all logs run, copies of
reports and forms flied with the State regulatory bodies In
connection with such well(s), well locations, dates of completion
and/or plugging and abandonment of same. Assignee shall also
furnish assignor copies of any title opinions or title reports
which Assignee may obtain on the leased premises.
Q. All of the terms and provisions hereof shall Inure to the
benefit of and be binding upon the heirs, successors and assigns of
the parties hereto.
EXECUTED by both Assignor and Assignee on the dates shown below In
their respective certificates of acknowledgment, but to be
effective, for all purposes, as of the 1st day of March, 2000.
ASSIGNOR, ASSIGNEE:
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0
ACKNOWLEDGMENT
STATE OF TEXAS COUNTY OF STEPHENS
This Instrument was acknowledged before me, a the undersigned
authority, on the 100 day of March, 2000, by B. Curtiss McClymond,
President of McClymond, Inc., a a Texas corporation, on behalf of
said corporation.
sell ------- ------ /s/ Rick Aldridge
RICK ALDRIDGE Notary Public, State
'10
Notary PUBLIC
STATE OF Texas
My Commission Expires 1-20-2000 ACKNOWLEDGMENT
STATE OF TEXAS COUNTY OF
This instrument was Acknowledged before me, a the undersigned
authority, on the 31st day of March, 2000, by Gary Ruff, President
of 041 & Gas Seekers, Inc., a Nevada corporation, on behalf of said
corporation.
I At AA
-------- Public, State of Texas
- 0 0
LINDA M. LIGON NOTARY PUBLIC State of Tan
I
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CONDITIONAL ASSIGNMENT OF OIL AND GAO LEASE
THE STATE OF TEXAS KNOW ALL MEN BY THESE PRESENTS: COUNTY OF
STEPHENS
THAT McClymond, Inc., a Texas corporation whose mailing address Is
P.O. Box 30, Breckenridge, Texas 70424 (hereinafter referred to as
"Assignor"), for and in consideration of the sum of Fifteen
Thousand Dollars ($15,000.00) cash In hand paid, the receipt and
sufficiency Of which are hereby acknowledged, Assignor does hereby
TRANSFER, ASSIGN AND CONVEY unto Oil & Gas Seekers, Inc., a Nevada
corporation, of 2810 South Madison, Spoken*, Washington 99203
(hereinafter referred to as "Assignee), Assignor's interest in and
to the oil and gas rights only, which is believed to be a 100%
leasehold interest and a 78% not revenue Interest, In and to that
certain Oil and Gas Lease dated January 9, 1954, from Ed Ford, et
ux, as Lessors, to Vanroe M. Howard, as Lessee, recorded In Volume
206, page 218, Deed Records of Stephens County, Texas (hereinafter
referred to as the "Subject Lease"), only Insofar as sold lease
covers all of TE&L Co. Survey No. 1083, Stephens County, Texas,
save and except 20 acres in the form of a square surrounding the Ed
Ford A-3 well located In the southwest comer of said survey,
containing 300 acres of land, mare or less; SUBJECT, HOWEVER TO THE
FOLLOWING RESERVATIONS, EXCEPTIONS, CON0111ONS AND LIMITATIONS:
1. All prior reservations and exceptions of record, Including prior
-Assignments and reservations of overriding royalty interest.
2. Assignor excepts herefrom and reserves unto Itself, its
successors and assigns, all rights other than oil and gas rights
and an overriding royalty Interest In the acreage assigned heroin,
equal to the difference between the existing royalty and overriding
royalty burdens and twenty-two percent (22%). Said overriding
royalty interest shall be free and clear of all expenses of
development and operation, but subject to Its prorate part of
applicable production and ad. valorem taxes. This reserved
overriding Malty Interest shall apply to extensions and renewals of
the Subject Lease.
3. Assignor reserves unto itself, its successors and assigns all
rights in and to all depths from the surface of the ground down to
and Including a sub-surface depth of 2,999 feet, hereby conveying
to Assignee all depths below a sub-surface depth of 3,0001.
4. Subject to the other terms and conditions included heroin, this
Conditional Assignment is made for a limited term of two (2) years
and so long thereafter as Assignee Is producing oil and/or gas In
commercial quantities from the assigned acreage and depths, subject
to the following:
a, If Assignee is, at the expiration of the term of this
Conditional Assignment Is engaged In actual drilling operations,
this Assignment shall remain In full force and effect as to all
lands covered hereby for so long as such operations continue to
completion or abandonment and for so long thereafter as operations
for drilling are conducted with no more than 180 days elapsing
between the completion or abandonment of one wall and, the
commencement of actual drilling operations of another well; or
b. If, at the expiration of the term of this Conditional
Assignment, Assignee is not conducting Ing &dual drilling
operations, but Assignee has completed a well on the leased
promises prior to the expiration of the term hereof which Is
capable of producing oil and/or gas In paying quantities, this
Assignment shall remain in full force and effect for so long as
actual drilling operations or an additional wall are commenced
within 180 days following the expiration of the term hereof, and
this Assignment shall continue in force for so long thereafter as
continuous operations are conducted with no more than 180 days
elapsing between completion or abandonment of one well and the
commencement of actual drilling
III Is
