Exhibit 2.04
Torreon Holdings, Inc.
3290 South Camino del Sol, Suite 140
Green Valley, Arizona 85614
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Telephone 520.625.5011
Fax 520.625.5751
June 19, 2000
Mr. Norman L. Peterson
Empire Energy Corporation
11011 King Street, Suite 260
Overland Park, Kansas 66210
RE: Letter of Understanding
Dear Norm:
This letter is written as a proposal resulting from our negotiations of
last week relative to the purchase of our interest in One E Group, Inc. by
Empire Energy Corporation.
It is our desire to proceed with this matter as outlined below. All of us
are obviously excited about the future prospects of One E Group and agree that
it has explosive potential.
Likewise, we are in accord about the objective of making it a publicly held
entity in the near future. It is our thinking that you are better positioned to
accomplish that goal than we are. We are, in fact, confident that this is an
event which will take place.
The problem, from the Torreon perspective, is that, if One E Group does
become public, we will have sold our interest for a vastly deflated figure which
is not equitable. So to address that matter and to keep the overall deal fair to
all parties, we would purpose the following:
(1) We will accept 500,000 shares of restricted Empire common stock for
all of Torreon's holdings in One E Group (5,500,000 shares).
(2) We will be responsible for delivering half of the One E Group stock
held by insiders (totaling 2,000,000 shares) in return for 200,000
shares of restricted Empire common stock.
Mr. Norman L. Peterson
Empire Energy Corporation
June 19, 2000
Page 2
(3) Additionally, we will accept the issuance of 11,000,000 warrants for
Empire common stock in favor of Torreon. Said warrants will contain
the following stipulations and conditions.
a. $3.00 Exercise Price
b. 12-month term
c. The warrants are to be non-cancelable but callable at .001 cents
per warrant if not exercised within 60 days after Empire Energy
Corporation stock trades at 185% of the exercise price on a
public market for 30 consecutive calendar days.
This proposal, as I stated, has the effect of giving us an opportunity to
recognize gain if the venture proceeds, and is, in our opinion, most fair. If
this meets with your approval, please sign below.
We look forward to a most rewarding venture for all.
By order of the Board of Directors
Torreon Holdings, Inc.
By: /s/ Gary J. Keshner
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Gary J. Kershner, Chairman
GJK:de
Accepted
Empire Energy Corporation
By: /s/ Norman L. Peterson
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Norman L. Peterson, President
Date:
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