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RE: Letter of Intent to Acquire Patents And All Related Intellectual Property in Connection With "Radial Jet Enhancement" (a/k/a/ "Landers Horizontal Drilling") Technology (i.e., Patent Nos. 5,413,184; 5,853,056; and any improvements thereto) (the "Technology")

Letter of Intent

RE: Letter of Intent to Acquire Patents And All Related Intellectual Property in Connection With You are currently viewing:
This Letter of Intent involves

CONQUEST PETROLEUM INC

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Title: RE: Letter of Intent to Acquire Patents And All Related Intellectual Property in Connection With "Radial Jet Enhancement" (a/k/a/ "Landers Horizontal Drilling") Technology (i.e., Patent Nos. 5,413,184; 5,853,056; and any improvements thereto) (the "Technology")
Governing Law: Texas     Date: 10/9/2009

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WELL ENHANCEMENT SERVICE GROUP

Energy Capital Group, LLC

Well Enhancement Services, LLC

W.E.S.Operating Co., LLC

 

 

March 26, 2009

 

VIA HAND DELIVERY

 

MAXIM OIL & GAS, INC. (f/k/a/ "Maxim TEP, Inc.")

Attn: Mr. Arturo Henriquez, CFO

2409 Pitkin Road, Suite 308

Spring, Texas 77386

Tel: (832) 330-4749

 

RE: Letter of Intent to Acquire Patents And All Related Intellectual Property in Connection With "Radial Jet Enhancement" (a/k/a/ "Landers Horizontal Drilling") Technology (i.e., Patent Nos. 5,413,184; 5,853,056; and any improvements thereto) (the "Technology")

 

Ladies and Gentlemen:

 

The purpose of this non-binding letter of intent is to memorialize our current intention, as expressed to you verbally yesterday by phone, to acquire from you the above-referenced Technology, on or before March 31, 2009 ("Closing"), for a total purchase price of USD $250,000.00, according to the following terms:

 

·   $125,000 in cash; and

·  

$125,000 in the form of a 3-year promissory note, interest on outstanding principal, payable quarterly, to accrue at a rate of 5% per annum, non-compounded; no prepayment penalty; unpaid principal and interest due at end of 3-year term.

 

It is anticipated that the purchaser of the Technology will be W.E.S. Technologies LLC, a to-be-formed wholly-owned subsidiary of Well Enhancement Service Group LLC ("we", "our", "us").

 

This non-binding letter of intent is also conditional upon the review of the following:

 

·  

Any past, present, or anticipated commitments related to contractual agreements or licenses of the Technology to any third party, and

·  

Any commitments obligations specifically related to Carl Landers.

 

By receiving this letter, you agree to keep the contents and terms of this letter strictly confidential and shall disclose the same to no other person without our express written consent.

 

Please indicate your willingness to accept these terms by signing in the space provided, below. Upon your acceptance, we anticipate preparing such further documents or agreements as may be necessary to carry the transaction described herein into effect should we decide to proceed.

 

HOWIE OFFICE: Cedarstane Building • 1544 Sawdust Road • Suite 100 • The Woodlands • Texas • DUO • USA

 

Very Truly Your

 

WELL ENHANCEMENT SERVICE GROUP LLC

 

/s/ M.R. "Bricks" Corbin

M.R. "Bricks" Corbin

President

ACCEPTANCE:

 

MAXIM TEP, INC

 

/s/ Arturo F. Henriquez

Arturo F. Henriquez

CFO

 

Date:  3/26/09

 

 

 

 

 

 

 

Telephone: 201.361.0368 • Facsimile: 201.506.1212 • E-mail: into@wellellhaliCOMMILCOM • Web: www.wellenhancement.com

 

 

 


 

PROMISSORY NOTE


 

 

LOAN AMOUNT: USD $125,000.00

 DATE: April 16, 2009

 

FOR VALUE RECEIVED, WES Technologies LLC, a Nevada limited liability company ("Borrower"), hereby promises to pay to the order of Maxim TEP, Inc., a Texas corporation ("Lender"), the principal sum of ONE HUNDRED TWENTY-FIVE THOUSAND AND NO/100THS DOLLARS (USD $125,000.00) (the "Loan") together with any accrued and unpaid interest thereon in the manner described below.

 

1.  

REPAYMENT: The outstanding principal amount of the Loan and any accrued interest thereon shall be due and payable to Lender on April 16, 2012 (the "due date").

 

2.  

INTEREST PAYMENTS: The annual interest rate (non-compounded) on the outstanding principal amount of the Loan from the date hereof until payment of the Note in fiili shall be five percent (5%) per annum. Accrued interest hereunder shall be due and payable at the close of each calendar quarter beginning on June 30, 2009. The principal amount of the Loan, including any unpaid accrued interest, shall be due and payable on the due date set forth above.

 

3.  

PREPAYMENT: Borrower may prepay this Note in whole or in part, without penalty. Payments shall be applied first to accrued interest and the balance to the outstanding principal of the Loan.

 

4.  

PAYMENT LOCATION: All payments hereunder shall be made to such address as may from time to time be designated by any holder of this Note and must be made in United States funds.

 

5.  

DEFAULT AND ACCELERATION: Borrower shall be in default tinder this Note upon any of the following: (a) failing to timely pay any principal amount due after demand is made; (b) Borrower dissolves, terminates its existence, or declares insolvency; (c) Borrower files for relief tinder bankruptcy laws or any other laws for the benefit of creditors; or (d) an involuntary petition is filed against Borrower under any bankruptcy laws (unless such petition is dismissed within 30 days). Upon the occurrence of any default Lender may declare the unpaid principal of the Loan and all accrued interest on this Note immediately due pursuant to applicable law. In the event the Note shall be in default and given to an attorney for collection or enforcement, or if suit is brought for collection or enforcement, or if it is collected or enforced through probate, bankruptcy, or other judicial proceeding, then Borrower shall pay Lender all costs of collection and enforcement, including reasonable attorney fees.

 

6.  

BINDING EFFECT: The covenants and conditions contained in this Note shall apply to and bind the Borrower and its successors and permitted assigns.

 

7.  

CUMULATIVE RIGHTS: The parties' rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unless otherwise required by law.

 

8.  

WAIVER: The failure of the Lender to enforce any part of this Note shall not be deemed a waiver or limitation of the Lender's right to subsequently enforce and compel strict compliance with every provision of this Note. Furthermore, no waiver by Lender of any default shall operate as a waiver of any other default or the same default on a future occasion.

 

9.  

SEVERABILITY: If any part or parts of this Note shall be held unenforceable for any reason, the remainder of this Note shall continue in full force and effect. If any provision of this Note is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

 

10.  

NOTICE: Any notice required or otherwise given pursuant to this Note shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

 

LENDER: 

 

Maxim TEP, Inc. 

2409 Pitkin Road, Suite 308

Spring, TX 77386

BORROWER:

 

WES Technologies LLC

1544 Sawdust Road, Suite 100

The Woodlands, TX 77380

 

Either party may change such addresses from time to time by providing notice as set forth above.

 

11.  

GOVERNING LAW: This Note shall be governed by and construed in accordance with the laws of the State of Texas. BORROWER:

 

WES TECHNOLOGIES LLC, a Nevada limited liability company

 

By: WELL ENHANCEMENT SERVICE GROUP L, , its Managing Member

 

/s/ M.R. "Bricks" Corbin

M.R. "Bricks" Corbin

President

 

 

 


 

TECHNOLOGY PURCHASE AGREEMENT

 

THIS TECHNOLOGY PURCHASE AGREEMENT (this "Agreement") is made and entered into as of April 16, 2009 (the "Effective Date") between and among WES Technologies LLC, a Nevada limited liability company ("WEST" or the "Purchaser"), and Maxim TEP, Inc., a Texas corporation ("Maxim" or the "Seller"). The Purchaser and Seller are collectively referred to herein as "parties" and each as a "party".

 

RECITALS

 

A.   Seller is the sole owner of certain United States patents (i.e., #5,413,184, #5,853,056, #6,125,949, etc.) and all related intellectual property and improvements thereto pertaining to the use of "Radial Jet Enhancement" Technology (also known as "Radial Jet Drilling" or "Landers Horizontal Drilling") for potentially increasing productivity of oil and gas wells, and other purposes, as more particularly described on attached Exhibit A (the "R-JET Technology").

 

B.   Seller has licensed the R-JET Technology to third party licensees pursuant to various licensing agreements, copies of which are attached Exhibit B (the "Licenses").

 

C.   WEST wishes to purchase all rights, title and interest in and to the R-JET Technology and all rights held by Maxim under the Licenses, from the Seller. For purposes of this Agreement, "Affiliate" means any corporation, firm, partnership, or other entity that controls, is controlled by, or under common control with a party.

 

D.   The parties have determined that it is in their mutual interest to effect a transaction whereby the R-JET Technology and Licenses shall be transferred to WEST upon the terms and conditions set forth below.

 

NOW, THEREFORE, in consideration of the mutual promises exchanged, it is agreed as follows:

 

1.   Sale And Transfer Of R-JET Technology; etc.

 

1.1 R-JET Technology to be Transferred. Subject to the terms and conditions of this

Agreement, Seller agrees to transfer, convey, assign and deliver to WEST on the Closing Date (as defined in Section 10.1 below), and WEST agrees to acquire from Seller all rights, title and interest in and to the R-JET Technology, including any other equipment and devices incorporating or used to deploy the R-JET Technology, and all of inventions, processes, research and development results, know-how, trade secrets, goodwill and all other intangibles relating to the R-JET Technology. "Know-how" is all information in the form of research results, unpatented inventions, formulae, designs, drawings, procedures and methods, together with

 

Technology Purchase Agreement

(CONFIDENTIAL)

 

Initials for WE                              Initials for Maxim: ____

 

 

1


 

accumulated skills and experience in the hands of a Seller, which could assist the WEST in the use of the R-JET Technology.

 

1.2 Licenses to be Transferred. Subject to the terms and conditions of this Agreement, Seller agrees to transfer, convey and assign all of its rights as licensor under the Licenses to Purchaser on the Closing Date, to notify the licensees of such transfer, to convey and deliver to WEST any receivables or other consideration received from licensees subsequent to the Closing Date and to take such further action as may be necessary to ensure that the Purchaser's rights under such Licenses, as the new licensor, are fully conveyed.

 

2.   Purchase Price And Payment

 

2.1 Purchase Price and Payment. In full consideration for the purchase of the R-JET Technology and the Licenses, WEST will pay Seller the sum of TWO HUNDRED FIFTY THOUSAND AND NO/100THS DOLLARS (USD $250,000.00) (the "Purchase Price") according to the following terms:

 

(a)             Cash Payment. On the Closing Date, WEST shall pay Seller the sum of One Hundred Twenty Five Thousand and no/100ths Dollars (USD $125,000.00) (the "Initial Payment") in cash. Such payment will be made by wire transfer pursuant to instructions delivered to WEST prior to the Closing Date or a cashier check.

 

(b)             Promissory Note. On the Closing Date, WEST shall deliver to Seller a promissory note (the "Note") with a principal amount of USD $125,000.00. The Note shall have a term of three (3) years from the Closing Date and shall have no pre-payment penalty. The principal amount of the Note shall accrue interest at the rate of five percent (5%) per annum, non-compounded. Payments of accrued interest shall be payable and delivered to Seller at the close of each calendar quarter following the Closing Date. Such payments will be made by wire transfer pursuant to instructions delivered to WEST prior to the Closing Date. Unpaid principal and interest shall be fully due and payable at the end of the Note's term.

 

2.2 Liabilities and Obligations Not Assumed. Notwithstanding anything else in this Agreement to the contrary, WEST will not assume or become liable for any liabilities or obligations of Seller, presently fixed and determined, contingent or otherwise, with respect to the R-JET Technologies or the Licenses.

 

2.3 Sales and Other Taxes. Seller shall pay all sales, use and other like taxes imposed on or collectible by reason of the transfer of the R-JET Technology and Licenses to WEST pursuant to this Agreement.

 

3.   Representations and Warranties of Maxim

 

Maxim represents and warrants to WEST that:

 

Technology Purchase Agreement

(CONFIDENTIAL)

 

Initials for WE                              Initials for Maxim: ____

 

 

2


 

3.I Due Incorporation. Maxim is a corporation duly organized, validly existing and in good standing under the laws of Texas.

 

3.2 Authorization. Maxim and Maxim's officers, representatives and other agents have full corporate power and authority to enter into this Agreement, and the execution, delivery and performance of this Agreement have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by and on behalf of Maxim constitutes the valid and binding obligation of Maxim, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws and similar laws affecting creditors' rights generally.

 

3.3 Effect of Agreement. The execution, delivery, and performance by Seller of this Agreement will not conflict with, or result in a breach of the terms of, or constitute a default under or violation of any law or regulation of any governmental authority. The execution, delivery and performance by Maxim of this Agreement, and the consummation by Maxim of the transactions herein contemplated, will not conflict with, or result in a breach of the terms of, or constitute a default under or violation of, any provision of the. Articles of Incorporation or Bylaws of Maxim, or any agreement or instrument to which it is a party or by which it is bound, nor will it give to any person other than WEST any interests or rights, including rights of termination, acceleration or cancellation, in or with respect to any of the R-JET Technology. No consent of any person not a party to this Agreement and no consent of any governmental authority is required to be obtained on the part of Maxim to permit the consummation of the transactions contemplated by this Agreement, which consent will not have been obtained prior to the Closing Date.

 

3.4 Title to R-JET Technoloy. Maxim holds all rights, title and interest to the R-JET Technology to the exclusion of all others worldwide. Such rights, title and interest have not been pledged, hypothecated or encumbered in any way.

 

3.5 Contracts. As of the Closing Date, there are no contracts or agreements between Maxim and any third party with respect to the R-JET Technology aside from the Licenses. Neither Carl Landers nor his Affiliates have any rights, title or interest in or to the R-JET Technology.

 

3.6 Litigation and Claims. There are no claims, actions, suits, investigations or proceedings pending or threatened against or affecting Maxim or any of their respective properties or businesses, at law or in equity, or before or by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.

 

3.7  R-JET Technology and Intellectual Property Rights. Exhibit A correctly describes all of the R-JET Technology. A


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