Exhibit 10
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made
this 5th day of March, 2004, among Cybertel Communications Corp., a Nevada
corporation ("Cybertel");CORE ENERGY, LLC., a Nevada Limited Liability
Corporation ("CORE"); and the Members of CORE as listed on Exhibit A hereto
and who will execute and deliver a copy of the Agreement (the "CORE Members").
W I T N E S S E T H:
RECITALS
WHEREAS, the respective Boards of Directors of Cybertel and CORE
have adopted resolutions pursuant to which Cybertel shall acquire and the CORE
Members shall exchange 51% of the outstanding common stock of CORE; and
WHEREAS, the sole consideration for 51% interest in CORE shall be
the exchange of $0.001 par value common stock of Cybertel (which shares are
all "restricted securities" as defined in Rule 144 of the Securities and
Exchange Commission) as outlined in Exhibit A; and
WHEREAS, the CORE Members shall acquire in exchange the "restricted
securities" of Cybertel in a reorganization within the meaning of Section
368(a)(1)(B), Section 351 or other available sections, laws or rules and
regulations of the Internal Revenue Code of 1986, as amended; and
WHEREAS, Cybertel and CORE are in agreement that the services of
Ted Lamare ("Lamare") and George Snider ("Snider") are essential to the
operations of CORE;
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, it is agreed:
Section 1
Exchange of Stock
1.1 Number of Shares. The CORE Members agree to transfer to
Cybertel at the closing (the "Closing") 51% of the outstanding securities of
CORE, listed in Exhibit A, which is attached hereto and incorporated herein by
reference (the "CORE Securities"), in exchange for 10,000,000 shares of common
stock of Cybertel, as outlined in Exhibit A. Taking into account the current
outstanding shares of Cybertel's common stock, amounting to approximately
1,690,000,000 shares, there will be approximately 1,700,000,000 outstanding
shares of the reorganized Cybertel on the Closing. Based upon a CORE
liquidity event (e.g., an IPO, merger or acquisition with a publicly traded
company), CORE members will have the right to re-acquire CORE Securities on a
fully diluted basis from Cybertel so that CORE members, including others to
whom Core may agree to transfer its securities, will own and control seventy
five percent (75%) of CORE Securities for a purchase price of $384.62 for each
one percent (1%) interest so re-acquired. In no event shall Cybertel's
interest in the securities of CORE fall below twenty five percent (25%) upon
the re-acquisition of CORE Securities by CORE as contemplated herein. In the
case of a spinout Cybertel will assist CORE in becoming a Business Development
Company.
1.2 Funding. Cybertel shall fund CORE up to $300,000 as
required by the CORE Business Plan, such funding to be mutually agreed upon by
the parties and submitted to Cybertel's Board of Directors for approval.
Cybertel has agreed to provide $100,000 of this amount on the Closing. This
funding will be in the form of a loan and the terms and conditions will be
detailed in its own document.
1.3 Delivery of Certificates by CORE Members. The transfer of
the CORE Shares by the CORE Members shall be effected by the delivery to
Cybertel at the Closing of stock certificate or certificates representing the
transferred shares duly endorsed in blank or accompanied by stock powers
executed in blank with all signatures witnessed or guaranteed to the
satisfaction of Cybertel and with all necessary transfer taxes and other
revenue stamps affixed and acquired at the CORE Members' expense.
1.4 Further Assurances. At the Closing and from time to time
thereafter, the CORE Members shall execute such additional instruments and
take such other action as Cybertel may request in order to exchange and
transfer clear title and ownership in the CORE Shares to Cybertel.
1.5 Closing. The Agreement will be deemed to be completed on
receipt of the signatures of the CORE Members who own not less than 80% of the
outstanding securities, and on the execution and delivery of the Agreement and
related Exhibits and consents by CORE and Cybertel.
1.6 Protection Against Dilution, Etc. In any event, occurring
after the date hereof, appropriate adjustment shall be made in the number of
outstanding securities of CORE held by CYBERTEL so as to maintain a 51%
ownership of any outstanding securities of CORE by CYBERTEL from and after the
date hereof including: (a) recapitalization of the Company through a split-up
or reverse split of the outstanding shares of the Company Common Stock or the
Company Preferred Stock into a greater or lesser number, as the case may be,
(b) declaration of a dividend on the shares of the Company Common Stock or the
Company Preferred Stock, payable in shares or other securities of the Company
convertible into shares of the Company Common Stock or the Company Preferred
Stock or (c) the issuance of any new class of securities until such time as a
CORE Liquidity Event.
Section 2
2.1 Closing. The Closing contemplated by Section 1 shall be held
at the offices of Cybertel Communications Corporation, on or before ten days
following the execution and delivery of this Agreement, unless another place
or time is agreed upon in writing by the parties. The Closing may be
accomplished by wire, express mail or other courier service, conference
telephone communications or as otherwise agreed by the respective parties or
their duly authorized representatives.
Section 3
Representations and Warranties of Cybertel
Cybertel represents and warrants to, and covenants with, the CORE
Members and CORE as follows:
3.1 Corporate Status. Cybertel is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada
and is licensed or qualified as a foreign corporation in all states in which
the nature of its business or the character or ownership of its properties
makes such licensing or qualification necessary. Cybertel is a publicly held
company, having previously and lawfully offered and sold a portion of its
securities in accordance with applicable federal and state securities laws,
rules and regulations.
3.2 Capitalization. The current pre-Agreement authorized capital
stock of Cybertel consists of 2,000,000,000 shares of $0.001 par value common
voting stock, of which approximately 1,690,000,000 shares are issued and
outstanding, all fully paid and non-assessable; and 50,000,000 shares of
$0.001 par value preferred stock, 20,000,000 shares issued and outstanding.
3.3 Financial Statements. The financial statements of Cybertel
furnished to the CORE Members and CORE, consisting of audited financial
statements for the period ended September 30, 2003, attached hereto as Exhibit
C and incorporated herein by reference, are correct and fairly present the
financial condition of Cybertel at such dates and for the periods involved;
such statements were prepared in accordance with generally accepted accounting
principles consistently applied, and no material change has occurred in the
matters disclosed therein, except as indicated in Exhibit C, which is attached
hereto and incorporated herein by reference. Such financial statements do not
contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading.
3.4 Undisclosed Liabilities. Cybertel has no liabilities of any
nature except to the extent reflected or reserved against in its balance
sheets, whether accrued, absolute, contingent or otherwise, including, without
limitation, tax liabilities and interest due or to become due, except as set
forth in Exhibit D.
3.5 Interim Changes. Since the date of its balance sheets,
except as set forth in Exhibit D, there have been no (1) changes in financial
condition, assets, liabilities or business of Cybertel which, in the
aggregate, have been materially adverse; (2) damages, destruction or losses of
or to property of Cybertel, payments of any dividend or other distribution in
respect of any class of stock of Cybertel, or any direct or indirect
redemption, purchase or other acquisition of any class of any such stock; or
(3) increases paid or agreed to in the compensation, retirement benefits or
other commitments to its employees.
3.6 Title to Property. Cybertel has good and marketable title to
all properties and assets, real and personal, reflected in its balance sheets,
and the properties and assets of Cybertel are subject to no mortgage, pledge,
lien or encumbrance, except for liens shown therein or in Exhibit D, with
respect to which no default exists.
3.7 Litigation. There is no litigation or proceeding pending, or
to the knowledge of Cybertel, threatened, against or relating to Cybertel, its
properties or business, except as set forth in the September 30, 2003 10Q.
Further, no officer, director or person who may be deemed to be an "affiliate"
of Cybertel is party to any material legal proceeding which could have an
adverse effect on Cybertel (financial or otherwise), and none is party to any
action or proceeding wherein any has an interest adverse to Cybertel.
3.8 Books and Records. From the date of this Agreement to the
Closing, Cybertel will (1) give to the CORE Members and CORE or their
respective representatives full access during normal business hours to all of
Cybertel's offices, books, records, contracts and other corporate documents
and properties so that the CORE Members and CORE or their respective
representatives may inspect and audit them; and (2) furnish such information
concerning the properties and affairs of Cybertel as the CORE Members and CORE
or their respective representatives may reasonably request.
3.9 Tax Returns. Cybertel has filed all federal and state income
or franchise tax returns required to be filed or has received currently
effective extensions of the required filing dates.
3.10 Confidentiality. Until the Closing (and thereafter if there
is no Closing), Cybertel and its representatives will keep confidential any
information which they obtain from the CORE Members or from CORE concerning
the properties, assets and business of CORE. If the transactions contemplated
by this Agreement are not consummated Cybertel will return to CORE all written
matter with respect to CORE obtained by Cybertel in connection with the
negotiation or consummation of this Agreement.
3.11 Corporate Authority. Cybertel has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to the CORE Members and CORE or their respective
representatives at the Closing a certified copy of resolutions of its Board of
Directors authorizing execution of this Agreement by Cybertel's officers and
performance thereunder, and that the directors adopting and delivering such
resolutions are the duly elected and incumbent directors of Cybertel.
3.12 Due Authorization. Execution of this Agreement and
performance by Cybertel hereunder have been duly authorized by all requisite
corporate action on the part of Cybertel, and this Agreement constitutes a
valid and binding obligation of Cybertel and performance hereunder will not
violate any provision of the Articles of Incorporation, Bylaws, agreements,
mortgages or other commitments of Cybertel.
3.13 Environmental Matters. Cybertel has no knowledge of any
assertion by any governmental agency or other regulatory authority of any
environmental lien, action or proceeding, or of any cause for any such lien,
action or proceeding related to the business operations of Cybertel or
Cybertel's predecessors. In addition, to the best knowledge of Cybertel,
there are no substances or conditions which may support a claim or cause of
action against Cybertel or any of Cybertel's current or former officers,
directors, agents or employees, whether by a governmental agency or body,
private party or individual, under any Hazardous Materials Regulations.
"Hazardous Materials" means any oil or petrochemical products, PCB's,
asbestos, urea formaldehyde, flammable explosives, radioactive materials,
solid or hazardous wastes, chemicals, toxic substances or related materials,
including, without limitation, any substances defined as or included in the
definition of "hazardous substances," "hazardous wastes," "hazardous
materials," or "toxic substances" under any applicable federal or state laws
or regulations. "Hazardous Materials Regulations" means any regulations
governing the use, generation, handling, storage, treatment, disposal or
release of hazardous materials, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act, the
Resource Conservation and Recovery Act and the Federal Water Pollution Control
Act.
3.14 Access to Information Regarding CORE. Cybertel acknowledges
that it has been delivered copies of what has been represented to be
documentation containing all material information respecting CORE and CORE's
present and contemplated business operations, potential acquisitions,
management and other factors; that it has had a reasonable opportunity to
review such documentation and discuss it, to the extent desired, with its
legal counsel, directors and executive officers; that it has had, to the
extent desired, the opportunity to ask questions of and receive responses from
the directors and executive officers of CORE, and with the legal and
accounting firms of CORE, with respect to such documentation; and that to the
extent requested, all questions raised have been answered to Cybertel's
complete satisfaction.
Section 4
Representations, Warranties and Covenants of CORE
and the CORE Members
CORE and the CORE Members represent and warrant to, and covenant
with, Cybertel as follows:
4.1 Ownership. The CORE Members own the CORE Shares, free and
clear of any liens or encumbrances of any type or nature whatsoever, and each
has full right, power and authority to convey the CORE Shares owned without
qualification.
4.2 Corporate Status. CORE is a Limited Liability Corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada and is licensed or qualified as a foreign corporation in all
states or foreign countries and provinces in which the nature of CORE's
business or the character or ownership of CORE properties makes such licensing
or qualification necessary.
4.3 Capitalization. There are two members of CORE, Lamare and
Snider, each owning equal paid up membership interests. Except as otherwise
provided herein, there are no outstanding options, warrants or calls pursuant
to which any person has the right to purchase any membership interest in CORE.
4.4 Financial Statements. The financial statements of CORE
furnished to Cybertel, consisting of an unaudited balance sheet as of December
31, 2003, and an unaudited Statement of Income for the twelve months ended
December 31, 2003, attached hereto as Exhibit E and incorporated herein by
reference, are correct and fairly present the financial condition of CORE as
of these dates and for the periods involved, and such statements were prepared
by management in good faith from the books and records of CORE, and no
material change has occurred in the matters disclosed therein, except as
indicated in Exhibit F, which is attached hereto and incorporated herein by
reference. These financial statements do not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make
the statements made, in light of the circumstances under which they were made,
not misleading.
4.5 Undisclosed Liabilities. CORE has no material liabilities of
any nature except to the extent reflected or reserved against in the trial
balance sheet, whether accrued, absolute, contingent or otherwise, including,
without limitation, tax liabilities and interest due or to become due, except
as set forth in Exhibit F attached hereto and incorporated herein by
reference.
4.6 Interim Changes. Since the date of the trial balance sheet,
except as set forth in Exhibit F, there have been no (1) changes in the
financial condition, assets, liabilities or business of CORE, in the
aggregate, have been materially adverse; (2) damages, destruction or loss of
or to the property of CORE, payment of any dividend or other distribution in
respect of the capital stock of CORE, or any direct or indirect redemption,
purchase or other acquisition of any such stock; or (3) increases paid or
agreed to in the compensation, retirement benefits or other commitments to
their employees.
4.7 Title to Property. CORE has good and marketable title to all
properties and assets, real and personal, proprietary or otherwise, reflected
in the trial balance sheet, and the properties and assets of CORE are subject
to no mortgage, pledge, lien or encumbrance, except as reflected in the
balance sheet or in Exhibit F, with respect to which no default exists.
4.8 Litigation. There is no litigation or proceeding pending, or
to the knowledge of CORE, threatened, against or relating to CORE or its
properties or business, except as set forth in Exhibit F. Further, no
officer, director or person who may be deemed to be an affiliate of CORE is
party to any material legal proceeding which could have an adverse effect on
CORE (financial or otherwise), and none is party to any action or proceeding
wherein any has an interest adverse to CORE.
4.9 Books and Records. From the date of this Agreement to the
Closing, the CORE Members will cause CORE to (1) give to Cybertel and its
representatives full access during normal business hours to all of its
offices, books, records, contracts and other corporate documents and
properties so that Cybertel may inspect and audit them; and (2) furnish such
information concerning the properties and affairs of CORE as Cybertel may
reasonably request.
4.10 Tax Returns. CORE has filed all federal and state income or
franchise tax returns required to be filed or has received currently effective
extensions of the required filing dates.
4.11 Confidentiality. Until the Closing (and continuously if
there is no Closing), CORE, the CORE Members and their representatives will
keep confidential any information which they obtain from Cybertel concerning
its properties, assets and business. If the transactions contemplated by this
Agreement are not consummated, CORE and the CORE Members will return to
Cybertel all written matter with respect to Cybertel obtained by them in
connection with the negotiation or consummation of this Agreement.
4.12 Investment Intent. The CORE Members are acquiring the shares
to be exchanged and delivered to them under this Agreement for investment and
not with a view to the sale or distribution thereof, and the CORE Members have
no commitment or present intention to liquidate the Company or to sell or
otherwise dispose of the Cybertel shares. The CORE Members shall execute and
deliver to Cybertel on the Closing an Investment Letter attached hereto as
Exhibit G and incorporated herein by reference, acknowledging the
"unregistered" and "restricted" nature of the shares of Cybertel being
received under the Agreement in exchange for the CORE Shares; receipt of
certain material information regarding Cybertel; and whereby each is
compromising and/or waiving any claims each has or may have against CORE by
reason of the purchase of any securities of CORE by each or any of them prior
to the Closing of the Agreement.
4.13 Corporate Authority. CORE has full corporate power and
authority to enter into this Agreement and to carry out its obligations
hereunder and will deliver to Cybertel or its representative at the Closing a
certified copy of resolutions of its Board of Directors authorizing execution
of this Agreement by its officers and performance thereunder.
4.14 Due Authorization. Execution of this Agreement and
performance by CORE hereunder have been duly authorized by all requisite
corporate action on the part of CORE, and this Agreement constitutes a valid
and binding obligation of CORE and performance hereunder will not violate any
provision of the Articles of Incorporation, Bylaws, agreements, mortgages or
other commitments of CORE.
4.15 Environmental Matters. CORE and the CORE Members have no
knowledge of any assertion by any governmental agency or other regulatory
authority of any environmental lien, action or proceeding, or of any cause for
any such lien, action or proceeding related to the business operations of CORE
or its predecessors. In addition, to the best knowledge of CORE, there are no
substances or conditions which may support a claim or cause of action against
CORE or any of its current or former officers, directors, agents, employees or
predecessors, whether by a governmental agency or body, private party or
individual, under any Hazardous Materials Regulations. "Hazardous Materials"
means any oil or petrochemical products, PCB's, asbestos, urea formaldehyde,
flammable explosives, radioactive materials, solid or hazardous wastes,
chemicals, toxic substances or related materials, including, without
limitation, any substances defined as or included in the definition of
"hazardous substances," "hazardous wastes," "hazardous materials," or "toxic
substances" under any applicable federal or state laws or regulations.
"Hazardous Materials Regulations" means any regulations governing the use,
generation, handling, storage, treatment, disposal or release of hazardous
materials, including, without limitation, the Comprehensive Environmental
Response, Compensation and Liability Act, the Resource Conservation and
Recovery Act and the Federal Water Pollution Control Act.
4.16 Access to Information Regarding Cybertel. CORE and the CORE
Members acknowledge that they have been delivered copies of what has been
represented to be documentation containing all material information respecting
Cybertel and its present and contemplated business operations, potential
acquisitions, management and other factors; that they have had a reasonable
opportunity to review such documentation and discuss it, to the extent
desired, with their legal counsel, directors and executive officers; that they
have had, to the extent desired, the opportunity to ask questions of and
receive responses from the directors and executive officers of Cybertel, and
with the legal and accounting firms of Cybertel, with respect to such
documentation; and that to the extent requested, all questions raised have
been answered to their complete satisfaction.
Section 5
Conditions Precedent to Obligations of CORE
and the CORE Members
All obligations of CORE and the CORE Members under this Agreement
are subject, at their option, to the fulfillment, before or at the Closing, of
each of the following conditions:
5.1 Representations and Warranties True at Closing. The
representations and warranties of Cybertel contained in this Agreement shall
be deemed to have been made again at and as of the Closing and shall then be
true in all material respects and shall survive the Closing.
5.2 Due Performance. Cybertel shall have performed and complied
with all of the terms and conditions required by this Agreement to be
performed or complied with by it before the Closing.
Section 6
Conditions Precedent to Obligations of Cybertel
All obligations of Cybertel under this Agreement are subject, at
Cybertel's option, to the fulfillment, before or at the Closing, of each of
the following conditions:
6.1 Representations and Warranties True at Closing. The
representations and warranties of CORE and the CORE Members contained in this
Agreement shall be deemed to have been made again at and as of the Closing and
shall then be true in all material respects and shall survive the Closing.
6.2 Due Performance. CORE and the CORE Members shall have
performed and complied with all of the terms and conditions required by this
Agreement to be performed or complied with by them before the Closing.
6.3 Officers' Certificate. Cybertel shall have been furnished
with a certificate signed by the Managing Member of CORE, in such capacity,
attached hereto as Exhibit I and incorporated herein by reference, dated as of
the Closing, certifying (1) that all representations and warranties of CORE
and the CORE Members contained herein are true and correct; and (2) that since
the date of the financial statements (Exhibit E), there has been no material
adverse change in the financial condition, business or properties of CORE,
taken as a whole.
6.4 Books and Records. The CORE Members or the Board of
Directors of CORE shall have caused CORE to make available all books and
records of CORE, including minute books and stock transfer records; provided,
however, only to the extent requested in writing by Cybertel at Closing.
6.5 Stockholder's Consent. The Agreement will be deemed to be
completed on receipt of the signatures of the CORE Members who own not less
than 80% of the outstanding securities, and on the execution and delivery of
the Agreement and related Exhibits and consents by CORE and Cybertel.
Section 7
Termination
Prior to Closing, this Agreement may be terminated (1) by mutual
consent in writing; (2) by either the directors of Cybertel or CORE and the
CORE Members if there has been a material misrepresentation or material breach
of any warranty or covenant by the other party; or (3) by either the directors
of Cybertel or CORE and the CORE Members if the Closing shall not have taken
place, unless adjourned to a later date by mutual consent in writing, by the
date fixed in Section 2.
Section 8
Employment Agreements for Lamare and Snider
Core shall enter into employment agreements with Lamare and Snider
within 30 days from the date of this Agreement providing for compensation in
the amounts set forth in cash flow statements provided to Cybertel in
connection with this transaction, which employment agreements shall be for a
period of five years, shall provide for a major medical health insurance
policy at Core's expense for Lamare only, and for the payment of premiums on
life insurance policies for both Lamare and Snider existing as of July 1,
2003.
Section 9
General Provisions
9.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
9.2 Waiver. Any failure on the part of any party hereto to
comply with any of Cybertel obligations, agreements or conditions hereunder
may be waived in writing by the party to whom such compliance is owed.
9.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for it in connection with this
Agreement, and agrees to indemnify and hold harmless the other parties against
any fee, loss or expense arising out of claims by brokers or finders employed
or alleged to have been employed by he/she/it.
9.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Cybertel: 2820 La Mirada, STE H
Vista, California 92081
With a copy to:
If to CORE: 2100 24th Street, Suite #5
Bakersfield, California 93301
Members: To the addresses listed on the
Counterpart Signature Page attached
hereto.
9.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
9.6 Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
9.7 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Nevada,
except to the extent pre-empted by federal law, in which event (and to that
extent only), federal law shall govern.
9.8 Assignment. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and assigns.
9.9 Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
9.10 Default. In the event of any default hereunder, the
prevailing party in any action to enforce the terms and provisions hereof
shall be entitled to recover reasonable attorney's fees and related costs.
IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of
Reorganization effective the day and year first above written.
CYBERTEL COMMUNICATIONS CORP.
Date: By /s/Richard D. Mangiarelli
------------------------- ---------------------------------
Richard D. Mangiarelli, President
CORE ENERGY, LLC
Date: By /s/Ted Lamare
------------------------- ---------------------------------
Ted Lamare, Managing Member
AGREEMENT AND PLAN OF REORGANIZATION
COUNTERPART SIGNATURE PAGE
This Counterpart Signature Page for that certain Agreement and Plan
of Reorganization (the "Agreement") dated as of the 4th day of March, 2004,
among Cybertel, Communications Corp., a Nevada corporation ("Cybertel"); CORE
ENERGY, LLC, a Nevada Limited Liability Company ("CORE"); and the Members of
CORE (the "CORE Members"), who are signatories thereto, is executed by the
undersigned, an CORE Member as of the date first written above. The
undersigned, through execution and delivery of this Counterpart Signature
page, intends to be legally bound by the terms of the Agreement. It is also
agreed that Ted Lamare and/or George Snider contribute the option they hold in
Oil Assets referred to in section 22 of the Agreement dated November 1, 2002
between New Chaparral Petroleum, New Donna Lee and Core Energy (Agreement
with Amendments attached) to Core Energy, LLC.
/S/ Ted Lamare
----------------------------------
Ted Lamare
2716 Vista Umbrosa
Newport Beach, CA 92660
/s/George Snider
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George Snider
16000 Clarisse St.
Bakersfield, CA 93312