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MIDWEST ENERGY, INC.
A wholly owned subsidiary of EnerJex Resources,
Inc.
November 27, 2007
Euramerica Energy Inc.
c/o Antonio Beccari, President
Via Petronance, 13
25124 Brescia, Italy
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Re:
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Addendum No. 1 to Well Development Agreement
and
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Option for “Gas City Property”
dated August 10, 2007
Euramerica Energy Inc. (“Euramerica”)
and Midwest Energy, Inc. (“Midwest”) originally entered
into an amended and restated letter agreement (the “Original
Agreement”) on or about August 10, 2007 describing the terms
for proceeding with an exploration and development program on the
leases owned by Midwest Energy, Inc. (the “Property”).
This letter (“Amendment No. 1”) amends certain sections
of the Original Agreement as specified below.
RECITALS
WHEREAS, under the terms of the Original Agreement,
Euramerica was granted an option (the “Option”) to
purchase the Property through March 1, 2008 (the “Option
Period”) at an agreed upon value of One Million Two Hundred
Thousand United States Dollars ($1,200,000.00 US) (the
“Purchase Price”) along with a commitment to contribute
an additional Two Million ($2,000,000) development
dollars;
WHEREAS, under the terms of the Original Agreement,
Euramerica agreed to pay Midwest $524,000 to be used for
exploratory drilling, logging and testing test wells and completing
up to five conventional gas wells on the Property during the Option
Period;
WHEREAS, this Amendment No. 1 addresses certain of
the completion aspects (such as Oil Zones, Conventional Gas Zones
& CBM Zones) of the exploration and development program for 10
exploratory wells drilled on the Property using the $524,000 in
Euramerica funds. The wells are Specht #1, #2, #3, #4, Wilson #1,
#2, Kipp #1, #2, Tidd #1 and Diebolt #1 (collectively the
“Wells” and singularly a
“Well”).
WHEREAS, the completion of the conventional natural
gas Wells normally requires an upgraded pipeline infrastructure and
the current pipeline on the Property is setup for and currently
transports non-conventional gas. Euramerica desires, at present, to
complete the conventional natural gas resources and has expressed
to Midwest the desire to utilize the current pipeline to transport
the conventional gas. This requires Midwest to shut-in all existing
non-conventional natural gas (CBM) wells;
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WHEREAS, Midwest desires to fund the completion of
potential oil zones within some of the Wells during the Option
Period and Euramerica has declined to allocate additional capital
to pursue the completion of the oil zones within the
Wells;
WHEREAS, Euramerica and Midwest desire to amend the
Original Agreement pursuant to the terms of this Amendment No.
1.
NOW THEREFORE, for and in consideration of the
foregoing, and of the mutual covenants, agreements, undertakings,
representations and warranties contained herein, the parties hereto
agree as follows:
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1)
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Conventional Gas Zones :
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a) Euramerica
shall complete and put on production all Wells that have the
possibility of producing viable quantities of conventional gas. The
produced gas shall be subject to the terms of the Original
Agreement.
b) The
completion date for the Euramerica Wells in the Original Agreement
was anticipated to be on or before November 10, 2007 and now the
completion and put on production date has been extended to on or
before December 15, 2007.
a)
If Euramerica
decides not to deploy risk capital for coal-bed methane (CBM)
completion, Midwest shall be granted the first right to invest in
the completion of CBM and after pay-out of the total expenses from
revenue associated with each CBM well, Euramerica shall be
gr
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