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EXHIBIT 10.24
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, DEVXc, DEVXn, OPCO and Corrida shall be collectively referred to
herein as the "Company Group")
AND
Bruce I. Benn, of 20 Inverness Ave. Ottawa, Ontario Canada, K2E 6N7
("Benn" or "Employee").
WHEREAS: the Employee has been employed by DEVXc under a contract of employment
dated December 15, 1997 (the "Contract") and, pursuant to the Contract, has
served as Executive Vice-President and Secretary of DEVX as well as
Vice-President of DEVXc, DEVXn, OPCO and Corrida.
AND WHEREAS, the obligations of DEVc under the Contract were guaranteed by DEVX.
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AND WHEREAS the Employee also served as director of DEVX until his resignation
therefrom on October 26, 2000;
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 (the "Registration Statement");
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 DEVXc have agreed that Employee will cease his
employment with DEVXc 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 DEVXc 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. Employee's employment with DEVXc has ended as of November
10, 2000 ("Last Day Worked").
2 Resignation. Employee hereby resigns his employment with DEVXc effective
as of 5:00 p.m. EST on the Last Day Worked. Employee also hereby resigns
all his remaining officer and director positions with all members of the
Company Group effective as of 5:00 p.m. EST on November 24, 2000. Each
member of the Company Group hereby accepts the Employee's resignations.
3 Severance Payment. DEVX, for and on behalf of itself, DEVXc and every
other member of the Company Group, agrees to pay the Employee a severance
package of US$295,000 consisting of a lump sum payment of US$45,000
payable on the
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Effective Date plus 20 equal monthly payments of US$12,500 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 (as hereinafter
defined), all remaining monthly payments shall accelerate and become due
and payable immediately upon such Change of Control. The Employee
acknowledges and agrees that DEVX may deduct from any and all such
payments, all applicable federal, provincial or state taxes as it may be
required by law to withhold therefrom.
4 Medical and Other Benefits. DEVXc shall maintain until June 30 2002 for
the continued benefit of the Employee coverage under those of its
medical, dental and life insurance plans as are specified on Schedule A.
Any benefits not specifically stated on Schedule A shall cease on
Employee's Last Day Worked. Employee acknowledges and agrees that,
because he is a Canadian resident and citizen, no member of the Company
Group is required to maintain or pay for any health care or other benefit
programs for or on account of the Employee pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, ("COBRA").
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 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 resolving or pursuing any litigation or administrative
proceedings involving any matters with which Employee was involved during
Employee's employment with DEVXc 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
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entity, any employee of any member of the Company Group, to terminate
such 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 US$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 has an interest as
of the Last Day Worked as more particularly set out in Schedule B. 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 DEVX 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 DEVX 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 owners, directors, officers,
employees, assigns, representatives or agents, and the Company Group, and
member thereof and each of their respective
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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 DEVXc 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 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. and Canadian federal, provincial, or state statutes, or under equity
or common law, or in tort or contract, whether express or implied, 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 Company 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
committed by the Employee
11 Waiver of Rights. Employee further agrees that it will not file any
complaint, petition, or lawsuit against any member of the Company Group
with any state or federal court, except for any such lawsuit specifically
required for the enforcement of this Agreement. If the Employee, or
anyone acting on his 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 DEVXc 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 or as a waiver by either Party of any illegal act or
violation of or by the
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other of any federal, state, or local statute, law, ordinance, or of any
breach of any express or implied contract or any right whatsoever by or
against 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 US$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 US$12,307.69 (less all
applicable taxes) to the Employee on the Effective Date for and on
account of accrued vacation pay.
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) payable under the Contract up to and including
the Last Day Worked plus the additional sum of US$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 agrees to all the provisions contained in
this Agreement, and (e) he is signing freely and voluntarily, without
duress, coercion or undue influence.
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20 Governing Law This Agreement shall be governed and construed according to
the laws of the Province of Ontario, Canada without regard to the
conflict of laws provisions thereof. Each party submits to the
jurisdiction of the courts of Ontario 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 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 19.3 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 the 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
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 consolidation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the
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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 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 or a 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
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 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 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 DEVX; and
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21.5 approval by their respective stockholders of a complete
liquidation or dissolution of DEVX or DEVXc
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SIGNED IN DALLAS, TEXAS ON THE 7TH DAY OF DECEMBER, 2000.
EMPLOYEE
/s/ Bruce I. Benn
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By: Bruce I. Benn
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
To the Release Agreement
Dated December 7, 2000 between
DevX Energy, Inc. (the "Company") et al and Bruce I. Benn (the "Employee")
List of Benefits to be provided to June 30, 2002
1. Group Health, Life & Disability Policy #230126 issued by The Great
West Life Assurance Company (the "Plan") as the said Plan
pertained to the Employee and his spouse and children on the day
immediately preceding the Effective Date of the Release. [Annual
premium cost = C$5,393.16]
Provided that, if the Employee is or becomes ineligible for continued benefits
under any or all of the policies described above (the "Policies") by virtue of
his no longer being an employee of the Company, then the Company shall in its
discretion, in respect of the period from the Effective Date to June 30, 2002,
either (A) establish at its expense for the benefit of the Employee and his
spouse and children such other plans or policies (the "Alternate Policies") as
will provide benefits that are reasonably equivalent to the benefits to which
the Employee and his spouse and children were entitled to receive under the
terms of Policies on the day immediately preceding the Effective Date, or (B)
pay the Employee the cash equivalent of the out-of-pocket costs the Company
would have incurred in respect of such plans had the employee remained employed
with the Company for that period.
Provided further the obligation of the Company to provide benefits hereunder
shall cease in the event that the Employee becomes eligible for reasonably
equivalent benefits by virtue of his employment with any other employer
following the Effective Date.
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Schedule B
To the Release Agreement
Dated December 7, 2000 between
DevX Energy, Inc. (the "Company") et al and Bruce I. Benn (the "Employee")
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.
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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, 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
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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 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. 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 B MAY BE
REVIEWED AT THE OFFICES OF DEVX ENERGY, INC.
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