EXHIBIT 10.8
[MILLER EXPLORATION COMPANY - LETTERHEAD]
June 30, 1999
Mr. C.E. "Gene" Miller
Eagle Investment Inc.
3140 Logan Valley Road
Traverse City, MI 49685
RE: Purchase Letter Agreement
Heffelfinger 25-1 Well
T7S-R4W Section 25 and 36
Hillsdale County, MI
Dear Gene,
This Purchase Letter Agreement "hereinafter referred to as "the Agreement"
is written for the purpose of setting forth the terms and conditions between
Miler Exploration Company ("Miller") and Eagle Investment, Inc. ("Eagle") with
respect to Eagle's purchase of fifty-three percent (53%) of 8/8ths interest in
Miller's Heffelfinger 25-1 Well ("the well") located in Hillsdale County, MI.
The terms and conditions of Eagle's acquisition are as follows:
1. Upon execution of the Agreement, Eagle will pay to Miller one million
dollars ($1,000,000.00) for an assignment of fifty-three percent (53%)
of 8/8ths of Miller's interest in the well.
2. Miller will assign to Eagle an undivided fifty-three percent (53%) of
8/8ths of Miller's interest in the well, all associated equipment,
pipelines,and facilities, and only the leasehold interest included in
the Southeast 1/4 of Section 25 and the North 1/2 of the Northeast 1/4
of Section 36 T7N-R4W.
3. Miller agrees to install at its sole cost and risk all necessary
production equipment, pipeline, and facilities on the well. Eagle will
pay its proportionate share of all cost and expenses associated with the
well subsequent to commencement of production. Eagle will have full use
of the production equipment, pipeline, and facilities on the well.
4. Miller agrees to indemnify and hold harmless Eagle, its successors and
assigns from any and all liabilities incurred as a result of Miller's
operations on the well prior to commencement of production. All
liabilities incurred after commencement of production shall be shared
equally amongst the parties.
5. The parties agree to execute a mutually acceptable 1982 Form Joint
Operating Agreement providing for Miller as operator, a COPAS monthly
producing well fixed overhead rate of $475.00 and an Area of Mutual
Interest provision covering the jointly owned area.
Page 2
Heffelfinger 25-1 Well
Purchase Letter Agreement
June 30, 1999
6. Miller agrees to give Eagle access in Miller's Traverse City office to
the 3-D seismic survey acquired by Miller covering the well.
7. Miller's conveyance of the leasehold interest included in the pooled
unit shall be without warranty of title by Miller, except as to its own
acts, and shall be subject to the terms, provisions and conditions of
the said oil and gas leases and that there are no burdens on the
leases other than the lessors' royalty. Materials, personal property,
fixtures and equipment shall be transferred in an "AS IS, WHERE IS"
condition and all warranties of mechantability and fitness for
particular purposes and other warranties, expressed or implied shall be
and are hereby expressly disclaimed by Miller.
8. The parties agree that prior to the commencement of production from the
well, Miller will have the sole right to repurchase the interest sold
to Eagle in the well under the same terms and conditions as setout in
paragraph #5 in that certain April 1, 1999 Letter Agreement between
Miller and Eagle. Miller's sole right to repurchase the well will
terminate upon commencement of production from the well.
Please indicate your acceptance of the terms and conditions of this
Agreement by signing where provided below.
Sincerely,
MILLER EXPLORATION COMPANY
/s/ C.W. Measley. Jr.
--------------------------------------
C.W. Measley. Jr.
Manager Land & Acquisitions
AGREED TO AND ACCEPTED THIS 1st DAY OF JULY 1999.
EAGLE INVESTMENTS INC.
BY:/s/ C.E. Miller
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C.E. ("Gene") Miller,President