FM ENERGY LLC
=============
21484 Paseo Portola
Malibu, CA 90265
Phone: 310-456-6401 Fax: 310-456-6469
COLORADO WYOMING RESERVE COMPANY
1801 Broadway Ste., #600
Denver, CO 80202
Attn: Mr. J. Samuel Butler, Director
Re: Lightning Draw/Paradox Basin Exploration Project
San Juan County, Utah
Gentlemen:
This Letter of Intent (LOI) when executed by the parties hereto shall serve as
an intent by FM Energy LLC (FME) to participate for up to a twenty percent (20%)
Membership Interest in the captioned exploration project. The area and lands are
described on Exhibit "A" attached hereto and made a part hereof, with
participation subject to the following terms and conditions:
GENERAL TERMS
I. Colorado Wyoming Reserve Company (CWYR) shall contribute its entire
leasehold and seismic option ownership in the Exhibit "A" lands (The
Lands). These Lands among others, shall also establish an Area of
Mutual Interest (AMI) between FME and CWYR and the term shall run ten
(10) years.
II. The term and effective date of this LOI shall be for 120 days from
April 30, 2000.
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o Page 2 May 15, 2000
III. CWYR shall not be obligated to purchase any additional leases or
seismic options in the Lands, but CWYR shall be obligated to maintain
all leases and seismic options currently in effect, which shall
include delay rentals and seismic option renewals during the full
term of this LOI. Should the parties hereto jointly determine not to
pay certain rentals or renew certain seismic options, CWYR will not
have defaulted under this provision. Should any leases or seismic
options be unintentionally or intentionally lost, CWYR shall have the
opportunity to reinstate any lost acreage therein. If CWYR is in
default of this provision, this LOI may be void able at the sole
discretion of FME.
IV. ST Oil Company and Edwards Energy Corporation (ST) have entered
into An Option Agreement with CWYR to purchase up to a 20% working
interest in the project area. This agreement is conditioned upon a
proposed business combination and financing arrangement. The
Option agreement runs concurrent with this LOI. If ST is
unsuccessful with this effort as set out in the Option Agreement,
it is unlikely that they will exercise this option. If ST does not
exercise this option, FME reserves the right herein to decline any
participation under this LOI.
OBLIGATIONS AND RIGHTS EARNED UNDER THE LOI
I. In the event ST exercises it' rights as described in Paragraph IV
above, FME shall commit to tender forty percent (40%) of the funds
to permit, acquire, process and interpret a 26 to 38 square mile
three dimensional (3-D) seismic survey (The Survey) which includes
a previously designated program on the subject Lands. Estimated
cost to acquire 100% of said survey is $1,000,000. It is agreed
that a maximum of $1,000,000 will be budgeted for this survey, but
a tolerance of ten percent (10%) will allowed if the actual Survey
is more. In the event the survey can be acquired for less than
this amount, FME will only be obligated for their proportionate
share of the actual survey.
II. Upon the conditions set forth above, FME will earn an assignment of
a twenty percent (20%) Member Interest in the entire subject Lands
and project area. CWYR will assign these rights with an eighty
percent (80%) net revenue interest, except on the lease known as
the Tiger/Legacy lease located in T.31S.-R.23E. wherein CWYR will
assign a seventy nine percent (79%) net revenue interest. In the
event that CWYR owns less than an entire undivided interest in any
lease, FME's interest will be proportionately reduced.
III. FME shall have the right to form any additional legal entity
subsidiary,
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LLC, Inc. to effect this transaction. Said Entity shall be acceptable
to and not impede any of the advantages created by the formation of
the Special Purpose Entity as set out below in Paragraph I, Formal
Agreement.
IV. FME shall have the right to employ at their expense, independent
Consultants to review all data and information, and shall have
reasonable access to all files relative to the Paradox Basin and Area
of Mutual interest therein, which is in the possession of CWYR.
V. FME shall have the right to void this LOI without penalty, at any
time, prior to ST exercising its Option as set out herein.
FORMAL AGREEMENT
I. During the LOI period, the parties hereto agree to create a tax
favorable, Special Purpose Entity to prosecute and manage the
Project. Said entity will be assigned a 100% working interest of
which FME will be assigned their proportionate share of the
Membership Interest as set out in Paragraph II, Obligations above.
Upon demand by the Special Purpose Entitiy, all funds will be
forwarded to, and managed by this entity on an on going and as
needed basis. Non-payment under any call, shall result in the
forfeiture of any interest not paid for under said call resulting
in a proportionate reduction of FME's interest. The procedure for
handling call demands, shall be set out in detail in the Special
Purpose Entity Agreement. A manager of this entity will be named
at this time.
II. This Agreement shall also be subject to that certain Memorandum dated
April 30, 2000, which is attached as Exhibit "B" to the ST Option
Agreement, and shall set out the directive on how CWYR and FME will
proceed with the Special Purpose Entitiy and prosecute the Survey.
If the forgoing terms and conditions are acceptable, please sign in the space
provided below, forwarding the enclosed extra copy to our offices within five
(5) Days hereof.
Sincerely,
/s/ JAMES E. MOORE
James E. Moore, Co-Chairman
Agreed to and accepted this day, May 15, 2000,
/s/ J. SAMUEL BUTLER
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J. Samuel Butler, Director
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EXHIBIT "A"
Attached to that certain OPTION AGREEMENT dated May 8, 2000 by and between, ST
OIL COMPANY, EDWARDS ENERGY CORPORATION and COLORADO WYOMING RESERVE COMPANY:
LIGHTNING DRAW/PARADOX BASIN LAND DESCRIPTION
LEASEHOLD AND OPTIONS OWNED IN:
*T.30S.-R.23E. Sections 19-36; T.30S.-R.24E. Sections 19-36; T.31 S.-R.22E.
Sections 35, 36;
T.31S.-R.23, 24 E. ALL; T.32S.-R.23,24E. All; T.33S.-R.23,24E. All;
T.34S.-R.24,25,26E. All;
T.35S.-R.25,26E. All*
San Juan County, Utah
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Memo To: Kim Fuerst EXHIBIT "B"
From: Jim Moore
Date: April 30, 2000
Subject: Paradox Project
Dear Kim,
The following is what I understand to be the final structure reflecting all
parties' comments on how to proceed with the Paradox project.
1. Form Paradox Partners LLC to pursue the project.
2. Initial ownership interests (working interests) in Paradox Partners LLC:
CWYR 50.0%
ST Oil (Edwards/Butler) 20.0 $400,000
FM Energy 20.0 400,000
Greene Group 10.0 200,000
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100.0% $1,000,000
3. Contributions for ownership interests in Paradox Partners LLC:
- CWYR puts everything it has including ALL acreage (approximately
63,000 acres), science, seismic work, maps, etc., and anything
held by Cindy, John and Bob related to this project, into Paradox
Partners LLC for its 50% interest.
- The parties will put in UP TO the amounts shown above ($1,000,000
total), assuming ST Oil exercises its option. The parties
(excluding CWYR) will agree to invest on a prorata basis up to an
additional $100,000 over and above the $1,000,000 total should
the project require additional funds to complete it.
- This money ($1,100,000 maximum) will be used to complete a 3
dimensional (3-D) seismic survey (the "Survey"), including, but
not limited to, permit, acquire, process, and interpret. The
Survey will commence as soon as reasonably practical. Other
than the funds used for purposes of the Survey, all other
expenses of Paradox Partners LLC will be shared according to
ownership/working interests among all parties including CWYR.
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- This money will also be used to provide CWYR with a line of
credit of up to $100,000 for a one year period. These funds will
be available to CWYR at its discretion based on the following
formula: The entire amount is available to the extent CWYR has
not, nor does not, raise at least $100,000 in a private placement
(discussed below) or private placements over a one year period.
The amount available under the line will be decreased by the
amounts CWYR raises in a private placement or private placements
in excess of $100,000. Therefore, this line of credit will no
longer be available to CWYR once it has raised $200,000. Advances
under this line of credit will bear interest at the rate of 8%,
and will be due and payable the earlier of one year, or when CWYR
receives cash from any source reasonably sufficient to pay off
this line.
- All information from the Survey, including data, will be owned
jointly by all the parties based on working interests.
4. Option money. ST Oil pays CWYR $24,000 in nonrefundable option money for
a 120-day option to be in the deal. This option will be subject only to
completion of its merger, funding, and a commitment for the additional
$600,000. ST Oil will exercise its option and proceed with this project
as soon as practical after completion of its merger and funding, even if
it is much sooner than the end of the 120 day period.
5. FM Energy and the Greene Group agree to be in the deal if ST Oil comes
into the deal, but they do not agree to be in the deal with any other
partners.
6. CWYR, ST Oil and FM Energy will be apprised by the Greene Group of the
individuals and/or entities that will have an economic interest in the
project through their group, and such individuals and/or entities must
be reasonably acceptable to these parties.
7. FM Energy will have the right to take the whole deal, or bring in other
partners to replace ST Oil, if ST Oil decides not to exercise its
option. It will also have the right to reduce the size of the Survey
if ST Oil does not exercise its option. ST Oil will advise CWYR, FM
Energy, and the Greene Group on the status of its deal, and notify
these parties immediately should its deal abort and it not be able to
exercise the option. Upon such notification CWYR and FM Energy can
proceed to replace ST Oil with other partners.
8. Other than the above, no party except FM Energy can reduce its interest
by bringing in other partners until after completion of the Survey and a
drilling deal or re-sale has occurred, without consent of the other
parties.
9. FM Energy and the Greene Group can abort the deal, without penalty, at
any time prior to ST Oil exercising its option. Should either FM
Energy or the Greene
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Group about the deal, the other parties may also abort the deal. ST
Oil will be refunded its option money by CWTR as soon as funds are
available, only if the other parties abort the deal. It will not be
refunded its option money if it subsequently proceeds with different
parties to do the deal.
10 All parties now or in the future (including those that have an economic
interest in the parties participating in this deal now or in the future,
and any "pass through" entities they may have or use) will enter into an
extended 10-year AMI over a portion of the Paradox Basin and further to
the north, EXCLUDING any of the parties' existing interests. The AMI
will cover all land north of and including T36S, except for the portions
of R23E and R24E that are in T36S. The eastern boundary of the AMI will
be 1 1/2 full townships east of the Colorado/Utah border to include
R19W. The western boundary will include R21E. The northern boundary will
extend to include the Ocre Basin, and the Ocre Basin to the east and
west to the extent it exceeds the east and west boundaries discussed
above. If production is established, this AMI will continue for the life
of production, even if this exceeds the initial 10-year period.
11. Any [illegible text] parties on a prorata basis on the exact same terms
and cost. Additional acreage acquired will not be burdened with
existing overrides, only overrides that exist when the acquiring party
first acquires the additional acreage.
12. Initial operator will be Trinity Petroleum Management or ST Oil.
13. Consultants may be brought into the deal by any party as special
consultants to [illegible text] shared. Should data be shared, those
parties sharing such data will reimburse on a prorata basis any costs
incurred by the party bringing in the consultants.
14. FM Energy and its advisors will be given a full and complete science
review and update by Cindy, John and Bob prior to entering into these
agreements, and then every 30 days thereafter. These updates will take
place as face-to-face meetings in Denver if requested by FM Energy.
15. When Paradox Partners LLC is formed, all seismic and insurance issues
will be addressed.
16 All joint decisions of the project will be made by an 80% super-majority
vote of all parties through completion of the Survey and a drilling deal
or re-sale has occurred, and then by majority vote thereafter.
17. The intent and efforts of the project will be to shoot approximately
36-38 square miles to include the Tiger Prospect, and the prospect just
north of the Tiger Prospect. This may require a spec shoot.
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18. The status of CWYR's ownership of the leases to the north of the Tiger
Prospect needs to be determined. If it is not owned by CWYR, the
parties need to try to secure this block ASAP.
19. FM Energy understands that within the 36-38 square miles being
contemplated for the Survey, CWYR will deliver not less than 80% net
revenue leases on virtually all leases, and that the Survey will
typically cover areas in which CWYR has the greatest concentration of
leases.
20. Any monies contributed by ST Oil, FM Energy, and the Greene Group,
other than the option money from ST Oil to CWYR, will be limited to the
cost of the Survey plus the line of credit to CWYR. The difference
between the cap of $1,100,000 and these costs will be reimbursed prorata
to ST Oil, FM Energy, and the Greene Group to the extent that these
parties have contributed these excess funds.
21. CWYR will pay lease and lease option expenses during the term of ST
Oil's options, subject to the $1,100,000 cap. ST Oil, FM Energy, and
the Greene Group will reimburse CWYR for 1/2 of these lease costs
(starting from March 30, 2000 which includes the approximately $23,000
recently advanced to CWYR by Kim Fuerst) on a prorata basis if, and as
soon as, ST Oil's option is exercised. If the option is not exercised,
no reimbursement for these lease costs will be required unless FM
Energy takes the whole deal, or another partner or partners are brought
in by CWYR and FM Energy. Should FM Energy take the whole deal, or
bring in other partners, CWYR will be reimbursed 1/2 of these costs by
the remaining and the new partners.
22. Tax advantages for investors need to be clarified and effected (e.g.:
passive vs. active). Lease and lease options will be dropped to
realize tax losses as soon as it is determined that they are of no
value following the Survey.
23. Dissolution of Paradox Partners LLC will occur when the Survey is
completed and a drilling deal or re-sale has occurred.
24. All appropriate insurances will be secured and maintained for the
project.
25. Any agreements entered into by ST Oil, FM Energy and the Greene Group
will require a unanimous vote of the board of CWYR, with Kim, Sam, John,
and Bob (assuming he is conflicted) abstaining, and documentation
satisfactory to all parties.
26. As soon as reasonably practical following proceeding with this deal,
CWYR will attempt completion of a private placement of approximately
$200,000 - 500,000 or more. It is currently contemplated, but not
assured, that the private placement will be done at $0.50 per share with
1/2 warrant exercisable at $1.50 per share for a one year period.
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27. Upon completion of this private placement, the permitting and archeology
process for the Survey will be commenced immediately, even if ST Oil has
not yet exercised its option. The monies required for this process will
be reimbursed to CWYR prorata by ST Oil, FM Energy, and the Greene
Group, assuming ST Oil exercises its option.
28. The company will complete monthly budgets for CWYR for the next 12
months.
Sincerely,
/s/ JIM
Jim
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