(Isramco Letterhead Omitted)
January 27, 1997
Mr. Ishay Mor
Stonewall Resources, L.L.C.
30 Kalisher Street
Tel Aviv, Israel 65257
Dear Mr. Mor,
This letter is written to set forth our agreement for Isramco, Inc.
("Isramco") to Purchase 25% Membership Interest and 18.75% After Payout
Percentage in Jay Petroleum L.L.C., a Texas limited liability company ("LLC")
from Stonewall Resources, L.L.C. ("Stonewall") for the purchase price of Three
Hundred Sixty Three Thousand Seven Hundred Fifty and NO/100 Dollars
($363,750.00).
Isramco will wire transfer the purchase price monies to Welborn Sullivan
Meck & Tooley, P.C. ("Escrow Agent"), COLTAF Account, Account No. 101-9035805,
ABA No. 102000076, Norwest Bank of Denver, N.A. on or before February 3, 1997.
Isramco will fax this originally executed letter agreement to Escrow Agent to be
received by Escrow Agent on or before February 3, 1997. If Escrow Agent does not
receive the monies and the agreement as set forth above, Escrow Agent will
immediately return monies received, if any, to Isramco and the agreement
received, if any, to Stonewall.
This letter will serve as Irrevocable Instructions to Escrow Agent that
upon receipt of(I) the monies from Isramco and (II) the fax agreement from
Isramco, Escrow Agent shall immediately disburse as follows:
1. $327,375, the purchase price monies less 10% for U.S. tax withholdings
($363,750 - 36,375 = $327,375) to Stonewall Resources, Inc. Account No. -
101-8156059, Norwest Bank of Denver, N.A.
2. $36,375 to U.S. Internal Revenue Service on Isramco's behalf for the
benefit of Stonewall.
3. The originally or faxed executed letter agreement to Isramco.
Effective upon Escrow Agent's disbursement as set forth above, Stonewall
assigns all of its right, title and interest in the L.L.C. to Isramco. Isramco
agrees to become a member of the L.L.C. and to be bound by and comply with the
Regulations of the L.L.C., a copy of which it has reviewed. Stonewall represents
and warrants to Isramco that its interest it is assigning in the L.L.C., is free
and clear of any liens.
Isramco Inc., Israel Branch, Shavit House,
4 Raoul Wallenberg St., Tel-Avia 69174
Tel: 973-3-6490330 - Fax: 972-3-6490340
[ISRAMCO LETTERHEAD OMITTED]
The effective date of this transaction is December 31, 1996. This agreement may
be signed in counterparts. If the foregoing represents your understanding,
please sign in the space provided.
Sincerely,
ISRAMCO, INC.
By: /S/ Y LEVY
-----------------------------------
Title: General Manager
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Accepted and agreed to this 23 day of January, 1997.
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STONEWALL RESOURCES, L.L.C.
By: /S/ I. MOR
---------------------------------
Title: Manager