EXHIBIT 2.1
SUPPLEMENT TO AGREEMENT
THIS SUPPLEMENT TO AGREEMENT is made and entered into this 5th day of
August, 1996 by and among Monument Resources, Inc. ("Monument"), a Colorado
corporation, Crescent Oil & Gas Corporation ("Crescent"), a Delaware
corporation, and Powerhouse Resources, Inc. ("Powerhouse"), a Colorado
corporation.
WHEREAS, an Agreement and Plan of Reorganization dated February 23,
1996, and its Addendum dated March 22, 1996, has heretofore been executed by
the parties; and
WHEREAS, the parties wish to make certain fundamental changes in the
terms and conditions set forth therein;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein set forth and the mutual benefits of the parties to be
derived herefrom, it is hereby agreed as follows:
1. Article 3 entitled "Plan of Reorganization" is hereby deleted, with
the sole exception of the right of first refusal and absolute right to
purchase referred to therein, in Section 4 of the March 22, 1996, addendum
and in lieu thereof the parties agree that Monument will acquire by purchase
the three following assets of Crescent known as: (a) the Galvin Ranch
property, Webb County, Texas; (b) the Kansas (Levenworth) gas system
pipeline, shells, buildings and equipment; and (c) the East Voss Oil property
in Knox County, Texas. Monument will not acquire the Suimork Oil Depot in
China.
2. Monument will pay to Powerhouse in consideration for such properties
set forth immediately above the amount of 3,000,000 shares of its common
stock, which will be issued upon execution of the documents necessary to
assign the properties set forth above free and clear of liens and
encumbrances except those of record, and the return of the 1,000 shares of
Monument's convertible preferred stock.
3. In addition, the 1,000,000 shares of Monument now held in escrow
payable under certain circumstances to Powerhouse will be canceled and
returned to Monument in consideration for the following: (a) $25,000 cash to
be paid to Powerhouse upon execution hereof; (b) $100,000 shall be paid by
Monument to Powerhouse and escrowed and will be disbursed to Powerhouse when
Powerhouse produces a general release and waiver from Alan Arnold with
respect to his employment agreement, office rental expenses and other items
of a similar nature. The general waiver will also include the requirement
that all books, records and property files of Crescent be returned to the
Denver office as part of the overall settlement and general release and
waiver; (c) an additional $100,000 shall be paid by Monument to Powerhouse
and escrowed and disbursed against the expenses set forth on Exhibit 1 of the
Escrow Agreement. These expenses are accounts payable of Crescent which been
mutually agreed to be paid out of the $100,000 payment set forth in this
subparagraph; and (d) any funds in excess of the amounts required to be paid
for payment or settlement of those matters set forth in this paragraph shall
be the sole property of Powerhouse and disbursed to it upon settlement or
payment of the required amounts in each sub-paragraph, but in no event later
than October 1, 1996.
4. Powerhouse shall have a one-time right to demand registration of the
Monument shares described in paragraph 2 subject to the following
conditions:
i) such demand shall be effective only at such times as Monument's
financial statements are sufficiently current for inclusion in registration
statements which may be filed on Forms S-1, S-3 or SB-2, it being the intent
of the parties that any incremental accounting costs incurred either be minimal
or paid by Powerhouse;
ii) such demand shall not be made nor be effective if at such time
Monument has underway any material bonafide capital raising, merger or
similar transaction which would be adversely affected by such demand;
iii) costs including legal fees, printing and miscellaneous expenses
(estimated not to exceed $50,000) shall be shared equally regardless of the
actual amount, as between Powerhouse and Monument; and
iv) such demand registration right shall expire on April 1, 1999.
5. Monument agrees that it will use its best efforts and expertise to
assist Powerhouse in the management of its remaining oil and gas properties
which will continue to be owned by Crescent.
6. The Board of Directors of Powerhouse will agree that it will
instruct its proper officers to vote any and all shares of Monument held by
it at the direction of the management of Monument for a period of two years
from the date hereof, at any properly convened meeting for the purpose of
electing a slate of directors nominated by Monument management.
7. Powerhouse acknowledges and Monument agrees that Powerhouse shall
have the right to appoint one member to Monument's Board of Directors until
such time as Powerhouse owns fewer than 500,000 Monument shares.
8. The effective date of the transaction is deemed to be April 1, 1996.
9. To the extent any provisions of the Agreement and Plan of
Reorganization or its Addendum dated March 22, 1996, are inconsistent with
the terms of this Supplement, the provisions of this Supplement will apply.
All other provisions of the foregoing Agreement and Plan of
Reorganization shall continue to be effective except to the extent modified
herein which shall control in such instance.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
Agreement to be executed by their respective officers, hereunto duly
authorized.
("Monument")
MONUMENT RESOURCES, INC.
By /s/ Anton G. Foust
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Anton G. Foust, President
("Crescent")
CRESCENT OIL & GAS CORPORATION
By /s/ Dennis C. Dowd
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Dennis C. Dowd, Vice President and
Director
("Powerhouse")
POWERHOUSE RESOURCES, INC.
By /s/ Dennis C. Dowd
------------------------------------
Dennis C. Dowd, President
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