Texola
Energy Corporation
Attn: Mr. Thornton J. Donaldson,
President
Re: Finder’s Fee
Agreement – Fort Scott Energy Corporation
As contemplated in our
Confidentiality Agreement as at November 1, 2005, and in
furtherance of our proposed meeting with my “prospect
group” – Cedar Strat Corp., on December 16, 2005, I
want to confirm the following agreement as between Fort Scott
Energy Corp. (Fort Scott or its assigns) and Texola Energy
Corporation (Texola) arising from any participation or exploration
agreement entered into or arising out of the said
meeting.
It is hereby agreed as between
each of Fort Scott and Texola that in consideration of the time,
effort, skill, negotiations, relationships, and meetings set up by
Fort Scott relating to the lands and leases set out in Schedule A
hereto; and in further consideration of any direct or indirect
participation or exploration agreements which may be entered into
(the Participation Agreement) as between Texola and Cedar
Stratagrahpic Corp.:
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1.
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That forthwith upon the execution
and delivery of the Participation Agreement, Texola will grant and
deliver to Fort Scott (or its assigns) a convertible debenture,
effective as at November 1, 2005, in the principle amount of
$500,000 usd. The debenture will have a 3 year term and bear
interest at a rate of 6%. The debenture and any interest accrued
thereon may be convertible by Fort Scott at any time after the date
of grant, into “Units” at a deemed price of $0.50 per
Unit. Each Unit will consist of one non assessable and fully paid
common share in the capital stock of Texola and one warrant to
purchase one additional common share upon payment of the additional
consideration of $0.50 per share; and
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2.
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That Texola will further execute
and deliver any such of the form of Confidentiality Agreement as
may be required by Fort Scott and Cedar Strat prior to the proposed
meting of December 16, 2005.
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In discussions as between Fort
Scott and Cedar Strat over the past few weeks, Fort Scott sought to
provide greater certainty on the proposed terms which would be
demanded or required by Cedar Strat relating to any oil and gas
prospects on the lands and Leases set out herein. To this end, Fort
Scott has been successful in negotiating the following general
terms and conditions that would be required to form part of any
Participation Agreement, the details of which shall be negotiated
as between Texola and Cedar Strat after a prospect area is
identified.
General Participation
-Texola:
1. Prospect Fees:
Areas
have been defined in Schedule A and priced based upon approximately
$10/acre.
