Exhibit
10.2.
Lease Extension Trade
Proposal, Freestone County, Texas Dated April 29, 2009 between the
Company and Marathon Oil Company
Marathon
WW Exploration
Oil Company
P.O Box 3487
Houston, Texas
77253-3487
Telephone:
713-296-2433
Facsimile:
713-499-6726
April 29, 2009
Wentworth Energy, Inc.
800 N. Church Street, Suite C
Palestine, Texas 75801
Attention:
David Steward
Chief Executive Officer
RE:
Lease Extension Trade Proposal
Freestone County, Texas
Mr. Steward:
When executed by Wentworth Energy, Inc.
(“Wentworth”) and Marathon Oil (East Texas) LP
(“Marathon”) this letter will serve as agreement
between Wentworth and Marathon and each agree to the following
terms and conditions:
1.
Whereas on November 1, 2006 Wentworth
executed two Oil and Gas Leases in favor of Marathon, both leases
covering the land described in a Memorandum of Oil and Gas Lease
which is filed at Volume 1413, Page 881 of the Deed Records of
Freestone County, Texas. One such lease covered the described lands
from the surface to the stratigraphic equivalent depth of the base
of Rodessa Formation, as defined by the measured depth of eight
thousand five hundred twenty one feet (8521’) in the
Broughton Operating, Shiloh No. 1, API: 42-161-31473-0000 (the
“Shallow Lease”), and the other lease covered the
described lands as to all other depths (the “Deep
Lease”). It is the desire of both Wentworth and Marathon to
extend the primary term of the Deep Lease ONLY as to the lands
described on Exhibit A, attached hereto, for an additional six (6)
months, from November 1, 2009 until April 30, 2010.
At Wentworth’s discretion, Marathon
will have an option to further extend the Deep Lease or any portion
thereof for an additional six (6) months, from April 30, 2010 to
October 31, 2010.
In consideration for Wentworth granting
to Marathon the six (6) month lease extension, Marathon shall make
an assignment of the Shallow Lease to Wentworth reserving to
Marathon as an overriding royalty interest, twenty-five percent
(25%) less existing lease burdens.
2.
Wentworth agrees that for any well
Marathon or its assigns drills on the lands described in Exhibit A,
Marathon will earn wellbore leasehold rights, through an oil and
gas lease or assignment, as necessary, from the surface to the base
of the Rodessa formation, (except as to producing formations in a
Wentworth Railroad Commission proration unit within which
Marathon’s well is located) if such well drilled on Exhibit A
lands is drilled to but not completed in depths covered by the Deep
Lease.
3.
If Marathon elects to farmout all or a
part of its working interest in the Deep Lease but Marathon is not
successful in consummating a formal trade proposal covering all the
working interest it is desiring to farmout, Marathon will consider
offering to farmout the remaining working interest outstanding to
Barrow Shaver Resources.
4.
Wentworth aggress to execute an Extension
Agreement, a recordable Memorandum of Lease covering the Deep Lease
extension and a recordable Memorandum acknowledging
Marathon’s right to earn wellbore leasehold rights in depths
covered by the Shallow Lease, with the Memoranda to be filed in the
Deed Records of Freestone County, Texas
If the above provisions are in accordance
with your understanding of our agreement, please execute and return
one copy of this agreement at your earliest convenience.
Yours truly,
MARATHON OIL COMPANY
/s/ Jon D. Wilcox
Jon D. Wilcox
Attorney-in-Fact
AGREED TO AND ACCEPTED BY
WENTWORTH ENERGY, INC.
BY: /s/ David Steward
David Steward, CEO
Date:
________________________
Exhibits Attached.
EXHIBIT “A”
ATTACHED TO AND MADE A PART OF THAT
CERTAIN LEASE EXTENSION TRADE PROPOSAL DATED APRIL 29, 2009,
BETWEEN MARATHON OIL (E
