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EXHIBIT 10.22
RELEASE AGREEMENT
Made and entered into this 7th day of December, 2000
PLEASE READ CAREFULLY. THIS RELEASE AGREEMENT INCLUDES THE
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS AS OF THE DATE OF THIS
AGREEMENT, AS WELL AS ALL CLAIMS ARISING UNDER THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, AGAINST DEVX ENERGY, INC., AND
ANY OF ITS PARENT OR AFFILIATE COMPANIES OR DIVISIONS.
BETWEEN
DevX Energy, Inc. a Delaware company ("DEVX"), DevX Energy, Inc.,
a Nevada company ("DEVXn"), DevX Energy (Canada), Inc. ("DEVXc"),
DevX Operating Company., a Nevada Company ("OPCO") and Corrida
Resources Inc. a Nevada Company ("Corrida"), each of which have
an office at 13760 Noel Rd, Suite 1030, Dallas TX., 75240-7336.
(DEVX, DEVXn, DEVXc, OPCO and Corrida shall be collectively
referred to herein as the "Company Group")
AND
Robert P. Lindsay, of 3004 Destin Lane, Denton TX. 76205
("Lindsay" or "Employee").
WHEREAS: the Employee has been employed by DEVX under a contract of employment
dated December 15, 1997 (the "Contract") and, pursuant to the Contract, has
served as Executive Vice-President and Chief Operating Officer of DEVX as well
as Vice-President of DEVX, OPCO and Corrida.
AND WHEREAS the Employee also served as director of DEVX, OPCO and Corrida.
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AND WHEREAS DEVX recently completed a reorganization and public offering of
stock as more particularly described in the Registration Statement on form S2
filed with the Securities and Exchange Commission on October 6, 2000 as number
333-41992;
AND WHEREAS, pursuant to such reorganization and public offering, the Employee,
by letter agreement dated September 12, 2000, surrendered all options previously
granted to him under the DEVX's 1997 Incentive Stock Option Plan and, by further
letter agreement dated October 31 2000, acknowledged and agreed that none of the
transactions contemplated by the Registration Statement would constitute a
change of control for the purposes of the Contract;
AND WHEREAS Employee and DEVX have agreed that Employee will cease his
employment with DEVX and resign all positions with all other members of the
Company Group; and
AND WHEREAS, the parties have agreed to resolve any and all potential disputes,
claims, or causes of action which have or may have arisen between them and
growing out of Employee's employment with DEVX and his positions with members of
the Company Group;
NOW, THEREFORE, in consideration of the following mutual promises, payments and
conditions contained in this Agreement, and effective on the eighth day
following Employee's execution of this Agreement ("Effective Date"), the parties
voluntarily agree as follows:
1 Severance Date and Accrued Salary. Employee's employment with DEVX has
ended as of November 10, 2000 ("Last Day Worked").
2 Resignation. Employee hereby resigns from all officer, director and
employment positions with each member of the Company Group effective as of
5:00 p.m. CT on the Last Day Worked. Each member of the Company Group
hereby accepts the Employee's resignations.
3 Severance Payment. DEVX, for and on behalf of itself and each member of the
Company Group, agrees to pay the Employee a severance payment of $395,000
consisting of one (1) lump sum payment of $95,000 payable on the Effective
Date and twenty (20) equal monthly payments of $15,000 payable on the last
business day of every month from November 2000 through and including June
2002 provided that if there is a Change of Control of DEVX (as hereinafter
defined), all remaining monthly payments shall accelerate and become due
and payable immediately upon such Change of Control. The Employee
acknowledges and
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agrees that DEVX may deduct from any and all such payments, all federal and
state taxes as it may be required by law to withhold therefrom.
4 Medical and Other Benefits. Employee shall be covered under the medical and
dental plans, in which Employee has elected to participate until the end of
the month of Employee's Last Day Worked. After such time, DEVX's health
care program benefits will be provided in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, ("COBRA") and the
terms of the Company's health care program, as it may be amended form time
to time. DEVX agrees to pay, on behalf of Employee, the COBRA premiums due
through December 31, 2000. From January 1, 2001 through June 30, 2002, DEVX
shall pay for comparable benefits through a provider to be selected jointly
by the parties acting reasonably provided that if the parties have not
designated an provider on or before January 1, 2000, the Company shall
select the provider. Full details of Employee's rights and obligations
under COBRA will be sent under separate cover.
5 Covenant of Confidentiality. For the purposes of this Agreement,
Confidential Information shall mean all written, computer readable or other
tangible forms of information, documents, memoranda, or other materials
prepared by or on behalf of any of the Company Group, or the business,
properties and assets thereof, including, without limitation, production
reports, reserve reports, exploration programs or targets, work-over
programs, capital expenditures, proposed or ongoing property acquisitions
or divestments, employee lists and evaluation reports and financial and
performance reports, plans or projections. All Confidential Information
which has or will come into Employee's possession regarding shall be deemed
to be confidential and proprietary to the DEVX and its sole and exclusive
property. Employee agrees that he will not divulge to any other party any
Confidential Information, except as required by law. Additionally, Employee
agrees that upon Employee's termination of employment, Employee shall
promptly return to the Company Group any and all Confidential Information
that is in Employee's possession. Each member of the Company Group agrees
to keep the terms of this Agreement confidential and not divulge such terms
to any other party except as required by law.
6 Covenant of Cooperation. Employee agrees to cooperate with the Company
Group in ensuring an orderly transition under a replacement Chief Operating
Officer and in resolving or pursuing any litigation or administrative
proceedings involving any matters with which Employee was involved during
Employee's employment with DEVX or his relationship or position with any
and all members of Company Group.
7 Covenants of Non-Solicitation and Non-Disparagement. Employee agrees that
for the period of 26 months following the Last Day Worked, he will not
solicit or induce or attempt to solicit or induce on behalf of himself or
any other person or entity, any employee of any member of the Company
Group, to terminate such
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employee's employment with the particular member of the Company Group as
the case may be. Employee also agrees not to make any negative or adverse
remarks whatsoever concerning the business, operations, technologies,
products, services, marketing strategies, pricing policies, management,
business practices, employees, officers, directors, agents,
representatives, affiliates, affairs and/or financial condition of the
Company Group.
8 Covenant of Non-Competition. Employee agrees that in consideration of the
payment of $5,000 payable by and on behalf of the Company Group on the
Effective Date hereof and of the fact that in connection with his
employment Employee has received Confidential Information, he will not for
a period of 26 months following the Last Day Worked, directly or indirectly
engage in the business of the acquisition of oil and natural gas reserves
or of the production, exploration and exploitation of oil and natural gas
reserves; or any other business in which any member of the Company Group is
directly or indirectly engaged as of the Last Day Worked; provided,
however, that the restriction in this Section 8 shall apply only to the
geographic area consisting of a 5 mile strip around and contiguous to the
perimeter of any oil and natural gas property in which any member of the
Company Group directly or indirectly had an interest as of the Last Day
Worked as more particularly described in Schedule A hereto. The Employee
agrees that if a court of competent jurisdiction determines that the length
of time or any other restriction, or portion thereof, set forth in this
Section 8 is overly restrictive or otherwise unenforceable, the court may
reduce or modify such restrictions to those which it deems reasonable and
enforceable under the circumstances, and, as so reduced or modified, the
parties hereto agree that the restrictions of this Section 8 shall remain
in full force and effect. The Employee acknowledges and agrees that the
restrictions imposed by this Agreement are legitimate, reasonable and
necessary to protect the businesses, investments and goodwill of DEVXn and
each member of the Company Group. The Employee acknowledges that the scope
and duration of the restrictions contained herein are reasonable in light
of the time that the Employee has been engaged in the business of DEVXn and
the other members of the Company Group, the Employees' reputation in the
markets in which the members of the Company Group do business and the
Employee's relationship with the suppliers, customers and clients of the
members of the Company Group. The Employee further acknowledges that the
restrictions contained herein are not burdensome to the Employee in light
of the consideration paid therefore, and the other opportunities that
remain open to the Employee. Moreover, the Employee acknowledges that he
has means available to him for the pursuit of his livelihood that do not
conflict with the provisions of this Section.
9 Employee Release. In consideration of the severance package and the mutual
covenants contained herein, the Employee forever and unconditionally
releases and discharges the Company Group, and each member thereof and
their respective
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owners, directors, officers, employees, assigns, representatives or agents,
and the Company Group, and member thereof and each of their respective
owners, directors, officers, employees, assigns, representatives or agents,
forever and unconditionally releases and discharges the Employee from any
and all claims, demands, complaints, or causes of action of any nature
relating to or arising out of Employee's employment with DEVX and any and
all of his director and executive officer positions with any and all
members of the Company Group. Such release encompasses, but is not limited
to, any and all claims by Employee for Age Discrimination In Employment
Act, severance amounts, wages, salary, bonuses, stock options or other
benefits of employment payable under the Contract or otherwise, whether or
not in the context of a change of control. For greater certainty, it is
hereby acknowledged and agreed that except as expressly provided in this
Agreement, no member of the Company Group shall have any further obligation
to make any payment or provide any benefit to the Employee under the
Contract or otherwise. Such release also encompasses, but is not limited
to, all claims under U.S. federal, or state tort or common law, express or
implied contract or any U.S. federal, state, or local statutes but does not
encompass the obligations of the parties under this Agreement.
10 Indemnity. DEVX, and each member of the Company Group shall jointly and
severally indemnify, to the full extent authorized by the laws of their
respective incorporating jurisdictions, the Employee and his heirs,
executives, administrators and legal representatives, from any and all
suits, claims, actions, demands or proceedings of any kind to which the
Employee is named or in respect of which he may be or become liable by
reason of the fact that he is or was a director, officer or employee of any
member of the Company Group or by reason of the fact that he is or was the
representative of the DEVX or any member of the Company Group on any other
corporation, trust, joint venture or enterprise not part of the Company
Group or serving such other entity in any capacity at the Company's
request, save and except in all cases for acts of fraud by the Employee.
11 Waiver of Rights. Employee further agrees that he will not file any
complaint, petition, or lawsuit against the other party with any state or
federal court, except for any such complaint, petition, or lawsuit
specifically required for such parties' enforcement of this Agreement. If
Employee or anyone acting on Employee's behalf files any such lawsuit,
petition, complaint, or if any court assumes jurisdiction of any lawsuit,
petition, complaint or charge against any member of the Company Group
regarding or involving Employee's employment with DEVX or his position with
any other member of the Company Group, Employee will, forthwith upon demand
by DEVX, request such agency or court to withdraw from the matter and
dismiss said action and reimburse the affected member of the Company Group
for all costs, including attorneys' fees, incurred as a result of such
complaint, petition, lawsuit, or charge.
12 Mutual Non-Admission. This Agreement shall not in any way be construed as
an admission by either party that it has committed any act that would
constitute Cause or Good Reason under the Contract or any other act that
was illegal or in
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violation of any federal, state, or local statute, law, ordinance, or that
was in breach of any express or implied contract or infringed any legal or
equitable right whatsoever of the other party.
13 Entire Agreement. Each party represents and acknowledges that in executing
this Agreement it does not rely and has not relied upon any prior
representations or prior agreements, written, verbal, express or implied,
made by the other party or its employees, officers, agents,
representatives, or attorneys concerning the subject matter of this
Agreement and this Agreement represents the entire agreement between the
parties concerning the subject matter hereof.
14 Vacation Pay. The parties agree that the amount of accrued vacation pay for
which the Employee is eligible up to and including the Last Day Worked is 4
weeks of the Employee's Base Salary in effect at such time and that
$12,307.69 is the equivalent of 4 weeks of such Base Salary. Accordingly,
in addition to all other amounts otherwise payable in this Agreement, the
Company shall pay the sum of $12,307.69 (less all applicable taxes) to the
Employee for and on account of accrued vacation pay on the Effective Date.
15 Accrued Salary & Benefits. Employee acknowledges and agrees that he has
received all accrued salary and benefits (except for vacation pay as
described in Section 14) up to and including the Last Day Worked plus the
additional sum of $20,000 paid on account of all of the first and part of
the second monthly severance payments described in Section 3.
16 Binding on Parties. This Agreement shall be binding upon the parties and
their respective heirs, third party beneficiaries, administrators,
representatives, executors, successors, assigns and affiliated entities.
17 Specific Remedy. As a further material inducement to enter into this
Agreement, a party breaching this Agreement must reimburse the
non-breaching party for any and all loss, cost, damage or expense,
including without limitation, attorneys' fees arising out of any such
breach of this Agreement. In addition, any breach of this Agreement will
entitle the non-breaching party to seek injunctive relief and to recover
any actual damages incurred as a result of such breach.
18 Severability. Should any provision of this Agreement be declared to be or
determined to be illegal or invalid, the validity of the remaining parts of
this Agreement will not be affected.
19 Legal Advice. By Employee's signature below, he represents and confirms
that: (a) he has read this Agreement carefully and completely, (b) he has
been given a period of at least twenty-one (21) days to consider and review
the terms of this Agreement, (c) he has been informed of his right to
consult with legal and financial counsel and has had ample opportunity to
do so (d) he understands and
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agrees to all the provisions contained in this Agreement, and (e) he is
signing freely and voluntarily, without duress, coercion or undue
influence.
20 Governing Law. This Agreement shall be governed and construed according to
the laws of the State of Texas without regard to the conflict of laws
provisions thereof. Each party submits to the jurisdiction of the courts of
Texas with respect to any dispute hereunder or in connection herewith.
21 Change of Control. For purposes of this Agreement, a "Change of Control"
shall mean:
21.1 the acquisition by any individual, entity, or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the United States
Securities and Exchange Act) (a "PERSON") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the United States
Securities and Exchange Act) of 15% or more of either (A) the then
outstanding shares of common stock of DEVX (the "OUTSTANDING COMPANY
COMMON STOCK") or (B) the combined voting power of the then
outstanding voting securities of the DEVX entitled to vote generally
in the election of directors (the "OUTSTANDING COMPANY VOTING
SECURITIES"); (w) any acquisition directly from DEVX (excluding an
acquisition by virtue of the exercise of a conversion privilege), (x)
any acquisition by DEVX, (y) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by DEVX or any
corporation controlled by DEVX, or (z) any acquisition by any
corporation pursuant to a reorganization, merger, or consolidation,
if, following such reorganization, merger, or consolidation, the
conditions described in clauses (A), (B), and (C) of Paragraph 18.3
are satisfied; or
21.2 individuals who, as of the date of this Agreement, constitute the
Board of Directors of DEVX (the "INCUMBENT BOARD") cease for any
reason to constitute a majority of such Board, provided, however, that
any individual becoming a director subsequent to the date hereof whose
election, or nomination for election by DEVX stockholders, was
approved by a vote of a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result
of either an actual or threatened election contest or other actual or
threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board of Directors of DEVX; or a
21.3 consummation of a reorganization, merger, or consolidation of DEVX,
with or without approval by the stockholders of DEVX, in each case,
unless, following such reorganization, merger, or consolidation, (A)
more than 50% of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization, merger,
or
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consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger, or
consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger, or
consolidation, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person
(excluding the Company, any employee benefit plan (or related trust)
of the Company or such corporation resulting from such reorganization,
merger, or consolidation, and any Person beneficially owning,
immediately prior to such reorganization, merger, or consolidation,
directly or indirectly, 15% or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 15% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, or
consolidation ora the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors, and (C) a majority of the members of the
board of directors of the corporation resulting from such
reorganization, merger, or consolidation where members of the
Incumbent Board at the time of the execution of the initial agreement
providing for such reorganization, merger, or consolidation; or a
21.4 consummation of a sale or other disposition of all or substantially
all the assets of DEVX, with or without approval by the stockholders
of DEVX, other than to a corporation, with respect to which following
such sale or other disposition, (A) more than 50% of, respectively,
the then outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all
or substantially all the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to
such sale or other disposition in substantially the same proportion as
their ownership, immediately prior to such sale or other disposition,
of the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding the Company,
any employee benefit plan (or related trust) of the DEVX or such
corporation, and any Person beneficially owning, immediately prior to
such sale or other disposition, directly or indirectly, 15% or more of
the Outstanding Company Common Stock or Outstanding Company Voting
Securities, as the case may be) beneficially
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owns, directly or indirectly, 15% or more of, respectively, the then
outstanding shares of common stock of such corporation or the combined
voting power of the then outstanding voting securities of such
corporation entitled to vote generally in the election of directors,
and (C) a majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of the
execution of the initial agreement or action of the Board providing
for such sale or other disposition of assets of the DEVX; or
21.5 approval by the stockholders of the DEVX of a complete liquidation or
dissolution of the DEVX.
THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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SIGNED IN DALLAS, TEXAS ON THE 7TH DAY OF DECEMBER, 2000.
EMPLOYEE
/s/ Robert P. Lindsay
- --------------------------------
By: Robert P. Lindsay
DEVX ENERGY, INC. (DELAWARE) DEVX ENERGY, INC. (NEVADA)
By: /s/ Edward J. Munden By: /s/ Edward J. Munden
-------------------------- ---------------------------
Name: Edward J. Munden Name: Edward J. Munden
Title: President Title: President
DEVX OPERATING COMPANY CORRIDA RESOURCES, INC.
By: /s/ Edward J. Munden By: /s/ Edward J. Munden
-------------------------- ---------------------------
Name: Edward J. Munden Name: Edward J. Munden
Title: President Title: President
DEVX ENERGY (CANADA), INC.
By: /s/ Edward J. Munden
--------------------------
Name: Edward J. Munden
Title: President
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Schedule A
1. All those properties described in that certain Purchase and Sale Agreement
dated March 19, 1998 by and among DEVX (then known as Queen Sand Resources,
Inc.) and other members of the Company Group and Morgan Guarantee Trust
Company of New York as Trustee under a Declaration of Trust dated November
10, 1982, as amended, for certain Commingled Pension Trust Funds SAVE AND
EXCEPT those certain properties described therein as East Hackberry,
Giddings, Flores, Cadre, Conley and Samson.
2. Those certain properties described in that certain Purchase and Sale
Agreement dated August 1, 1997 between DEVX (then known as Queen Sand
Resources, Inc.) and Collins & Ware, Inc. and being more particularly
described as follows:
2.1. Oil, Gas and Mineral Lease dated January 3, 1990 by and between John
B. Harvard, Jr., and wife, Mary Harvard, as Lessor, and Holly
Petroleum, Inc., as Lessee, recorded in Volume 317 at Page 673 of
the Official Public Records of Martin County, Texas.
2.2. Oil, Gas and Mineral Lease dated January 1, 1990 by and between
Margaret Mae Good Cottrell, a married woman, dealing in her sole and
separate property, as Lessor, and K. Bryan Reeves, as Lessee,
recorded in Volume 317 at Page 385 of the Official Public Records of
Martin County, Texas.
2.3. Oil, Gas and Mineral Lease dated January 1, 1990 by and between
Clarence H. Good, a married man, dealing in his sole and separate
property, as Lessor, and K. Bryan Reeves, as Lessee, recorded in
Volume 317 at Page 673 of the Official Public Records of Martin
County, Texas.
2.4. Oil, Gas and Mineral Lease dated January 1, 1990 by and between Lola
Fay Good Craddock, dealing in her sole and separate property, as
Lessor, and K. Bryan Reeves, as Lessee, recorded in Volume 317 at
Page 391 of the Official Public Records of Martin County, Texas.
2.5. Oil, Gas and Mineral Lease dated January 1, 1990 by and between
Susan Edith Chenault, a widow, as Lessor, and K. Bryan Reeves, as
Lessee, recorded in Volume 317 at Page 391 of the Official Public
Records of Martin County, Texas.
2.6. Oil, Gas and Mineral Lease dated February 18, 1974 by and between
Mary L. Holcombe, a widow, as Lessor, and R. William Cone, as
Lessee, recorded in Volume 154 at Page 363 of the Official Public
Records of Martin County, Texas.
2.7. Oil, Gas and Mineral Lease dated September 28, 1993 by and between
Kenneth H. Gray, as Lessor, and Collins & Ware, Inc., as Lessee,
recorded in Volume 34 at Page 258 of the Official Public Records of
Martin County, Texas.
2.8. Oil, Gas and Mineral Lease dated September 28, 1993 by and between
Mary M. Reeves, DBA Hopewell Investments, as Lessor, and Collins &
Ware, Inc., as Lessee,
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recorded in Volume 34 at Page 260 of the Official Public Records
of Martin County, Texas.
2.9. Oil, Gas and Mineral Lease dated July 9, 1958 by and between E. H.
Chandler and William A. Childress, as Lessors, and R. V. Butler, as
Lessee, recorded in Volume 29 at Page 474 of the Official Public
Records of Martin County, Texas.
2.10. Oil, Gas and Mineral Lease dated November 29, 1961 by and between
Elma Letcher Slaughter, a widow, and Anella Slaughter Bauer, a
widow, as Lessors, and Pan American Petroleum Corporation, as
Lessee, recorded in Volume 36 at Page 367 of the Official Public
Records of Martin County, Texas.
2.11. Oil, Gas and Mineral Lease dated July 9, 1958 by and between E. H.
Chandler and William A. Childress, as Lessors, and R. V. Butler, as
Lessee, recorded in Volume 29 at Page 455 of the Official Public
Records of Martin County, Texas.
2.12. Oil, Gas and Mineral Lease dated November 29, 1961 by and between
Elma Letcher Slaughter, a widow, and Anella Slaughter Bauer, a
widow, as Lessors, and Pan American Petroleum Corporation, as
Lessee, recorded in Volume 36 at Page 361 of the Official Public
Records of Martin County, Texas.
2.13. Oil, Gas and Mineral Lease dated July 9, 1958 by and between E. H.
Chandler and William A. Childress, as Lessors, and R. V. Butler, as
Lessee, recorded in Volume 29 at Page 474 of the Official Public
Records of Martin County, Texas.
2.14. Oil, Gas and Mineral Lease dated November 29, 1961 by and between
Elma Letcher Slaughter, a widow, and Anella Slaughter Bauer, a
widow, as Lessors, and Pan American Petroleum Corporation, as
Lessee, recorded in Volume 36 at Page 367 of the Official Public
Records of Martin County, Texas.
2.15. Oil and Gas Lease dated August 1, 1995 by and between the Texas
Scottish Rite Hospital for Crippled Children, as Lessor, and Collins
& Ware, Inc., as Lessee, recorded in Volume 304 at Page 141 of the
Oil & Gas Records of Reagan County, Texas and Volume 112 at Page 196
of the Official Public Records of Irion County, Texas, as amended by
that certain Amendment to Oil and Gas Lease dated effective February
1, 1997, recorded in Volume 315 at Page 121 of the Oil and Gas
Records of Reagan County, Texas, and as further amended by that
certain Second Amendment to Oil and Gas Lease dated effective
October 15, 1998, recorded in Volume 327 at Page 51 of the Oil and
Gas Records of Reagan County, Texas and Volume 130 at Page 393 of
the Official Public Records of Irion County, Texas, and as further
amended by that certain Third Amendment to Oil and Gas Lease dated
effective July 24, 2000, recorded in Volume 18 at Page 17 of the
Official Public Records of Reagan County, Texas and Volume 138 at
Page 583 of the Official Public Records of Irion County, Texas.
2.16. Oil and Gas Lease dated March 15, 1996 by and between the Texas
Scottish Rite Hospital for Crippled Children, as Lessor, and Collins
& Ware, Inc., as Lessee, recorded in Volume 310 at Page 473 of the
Official Public Records of Reagan County, Texas and Volume 116 at
Page 675 of the Official Public Records of Irion County, Texas, as
amended by that certain Amendment to Oil and Gas Lease dated
effective September 1, 1997, recorded in Volume 319 at Page 473 and
Volume 319 at
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Page 469 of the Official Public Records of Reagan County, Texas, and
in Volume 124 at Page 512 and Volume 124 at Page 504 of the Official
Public Records of Irion County, Texas, and as further amended by
that certain Second Amendment to Oil and Gas Lease dated effective
October 15, 1998, recorded in Volume 327 at Page 63 of the Official
Public Records of Reagan County, Texas and Volume 130 at Page 405 of
the Official Public Records of Irion County, Texas.
3. Those certain lands or land being situated in Meade, Hardin and
Breckinridge Counties, Kentucky and being more particularly described as
being located in and within a five (5) mile radius of those certain lands
or land covered by those oil and gas leases more particularly described in
that certain Development Agreement dated February 7, 1996 by and between
Nasgas, LLC and Indeck Energy Services, Inc. and that certain Development
Agreement dated May 29, 1997 by and between Nasgas, LLC and The Estate of
Betty Jo Pare'.
4. All properties located in Lea and Chavez Counties, New Mexico in which any
member of the Company Group has an interest.
5. All properties described as existing exploratory projects and prospects in
Section II. of that certain Relationship and Participation Agreement dated
September 14, 2000 by and between DEVX (then known as Queen Sand
Resources, Inc.) and Aspen Integrated Oil & Gas, L.L.C. and as set forth
on Exhibit "A" attached thereto and as further set forth in that certain
Domestic Onshore U.S. Exploration Proposal to Queen Sand Resources, Inc.
dated June 13, 2000 and prepared by Aspen Integrated Oil & Gas, L.L.C.
ALL OF THE AGREEMENTS AND PROPOSALS REFERENCED IN THIS SCHEDULE A MAY BE
REVIEWED AT THE OFFICES OF DEVX ENERGY, INC.
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