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EXHIBIT 2.7
INVESTMENT COMPENSATION AGREEMENT WITH DOLPHIN INDUSTRIES, INC.
DOLPHIN INDUSTRIES, INC., (DOLPHIN), an Oklahoma Corporation, and/or its
assigns, HEREBY AGREES to enter into an exclusive and binding agreement with
POTOMAC ENERGY CORPORATION, (POTOMAC), an Oklahoma Corporation, as compensation
for $290,000 USD of investment capital Potomac and or its assigns have provided
for the sole purpose of providing Dolphin the necessary means to pursue
ownership and operations of the Barrett Refinery located in Thomas, Oklahoma.
1. Potomac has caused $290,000 USD to be deposited with C. David Rhodes,
Liquidating Agent for the Barrett Refinery, for the benefit of Dolphin
on August 2, 1999 as evidenced by the attached copy of the actual
Cashier's Check.
2. As compensation for the aforementioned investment, Dolphin hereby
agrees that Potomac will have a nine percent, (9%), equity ownership in
Dolphin. This equity ownership will become effective immediately.
3. In accordance with Potomac's percentage of ownership, Potomac is
entitled to receive nine percent, (9%), of the net profits generated by
Dolphin's effort and operation in the Thomas Refinery. In the event
that the refinery project is unsuccessful, Potomac reserves the right
to transfer, at no cost, it's nine percent, (9%), equity stake to other
Dolphin projects upon agreement by both parties under separate cover.
4. Since Potomac is recognized as a minority partner to Dolphin, Potomac
will not have any management control, unless so desired and requested
by Dolphin. Any compensation for such services desired by Dolphin and
provided by Potomac will be covered under a separate agreement and
separate terms.
5. Additionally, since Potomac is recognized as a minority partner to
Dolphin, Potomac shall not be held liable by Dolphin or any creditor to
Dolphin for any business failures, shortcomings, loss of income,
profit, product, or in general, any business operation.
6. In accordance with this agreement, Dolphin, as the majority partner,
shall have the right to buy Potomac's interest during the next twelve
months at two, (2), times the initial investment.
Prentice Davis, President and Manager of Dolphin Industries, with full corporate
authority, hereby does agrees this first (1) day of November 1999 to the
aforementioned terms and conditions.
For Dolphin Industries, Inc.:
/s/ PRENTICE DAVIS
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Prentice Davis
For Potomac Energy Corporation:
/s/ CARL W. SWAN
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Carl W. Swan, Chairman
