exhibit_10-1.htm


    
      

    

    EXHIBIT 10.1

     

    
 

    AGREEMENT
FOR SALE, ASSIGNMENT AND RELEASE OF INTERESTS

    AGREEMENT
#5

    "Oil
Creek" Well East 1⁄2 of SW/ 4 of Section 19, Township 6 North, Range 2
West

    


    This
Agreement for Sale, Assignment and Release of Interests (this "Agreement") is
entered into as of this _30th day of December 2008, by and among Xtreme Oil
& Gas, Inc. ("XTOG"), a Washington corporation; and its wholly-owned
subsidiary, Xtreme Operating Ltd. Co., ("XOLC") an Oklahoma limited liability
company, which XOLC was f/k/ a Go Operating Company, Ltd. Co., (both of which
XTOG and XOLC are collectively, "XTREME"), each of which has, as its business
address, 5700 West Plano Parkway, Suite 3600, Plano, Texas 75093 and Golden
Phoenix Recovery, L.L.C., an Oklahoma limited liability company, ("GPR") which
GPR was a/k/a GPR, LLC or Golden Phoenix Recovery, L.L.C. d/b/a GPR, LLC;
Merrick Property Development Ltd. ("MPDL"), an Oklahoma corporation, which MPDL
was f/k/ a Access Operating Company, Inc.; Merrick Operating Company, ("MOP"),
an Oklahoma corporation; BJS Revocable Trust u/ a/ d 3/10/02 (the BJS Trust"), a
family trust; South Kensington Ltd. Co., ("SKLC"), an Oklahoma limited liability
company; and JMEKS, Inc., ("JMEKS"), an Oklahoma corporation (which GPR, MPDL,
MOP, the BJS Trust, SKLC and JMEKS are collectively referred to as the
"Assignors"), each of which Assignors has, as its business address, 11300 N
Penn, Suite #150, Oklahoma City, OK 73120.

    


    This
Agreement is made with reference to the following facts:

    


    
      	
               
      

            	
              A.

            	
              XTREME
      and Assignors are engaged in the oil and gas exploration, drilling,
      extraction and operations business:

            


    

    


    
      	
               
      

            	
              B.

            	
              XTREME
      previously entered into certain agreements with XOLC (before acquiring
      this entity), as well as GO Energy Corp. Inc. ("GEC"), an Oklahoma
      corporation acting on behalf of one or more of Assignors and/or affiliates
      of Assignors under an agreement captioned "Exploration, Development, and
      Production Agreement for Merrick Properties" dated as of February 13, 2008
      (the "EDP Agreement") by which EDP Agreement, the Assignors agreed to
      convey certain interests to XTREME

            


    

    


    
      	
               
      

            	
              C.

            	
              XTREME
      and Assignors desire to resolve each and all claims and differences and
      disputes regarding the performance under the EDP Agreement including but
      not limited to the retained interests and all compensation, differences
      and claims relating to the assets referenced herein by this
      Agreement:

            


    

    


    
      	
               
      

            	
              D.

            	
              The
      Assignors have been paid and acknowledge receipt for, as of the date of
      this Agreement, under the EDP Agreement or otherwise, including expenses a
      total of approximately $130,000 together with common stock of XTOG, the
      receipt and sufficiency of which is hereby acknowledged, thereby paying in
      full, the amount due of stock and $30,000 in cash for the property
      commonly known as the "Cookie Well;" the amount due of stock and $25,000
      in cash for the property commonly known as the "Winston Well;" the amount
      due of $7,000 in cash for the "Lionheart Well," all in Logan County,
      Oklahoma; with the balance of the amount due of cash equal to
      approximately $45,000 for the property commonly known as the "Oil Creek
      Well" (as hereinbelow identified), which only the Oil Creek Well is the
      subject of this Agreement with the balance of cash paid allocated for
      expenses.

            


    

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


     

    
      	
            	
              E. 

            	
              The
      parties hereto desire to complete the assignment and, in connection
      therewith, desire that the Assignors release all interests and claims to
      the subject property.

            


    

    


    NOW,
THEREFORE, in consideration of the premises and the covenants, agreements to
assign and releases herein contained and other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by all of the parties
hereto, THE PARTIES HERETO AGREE AS FOLLOWS:

    


    
      
        	
                1.

              	
                CONFIRMATION OF TERMS
      OF ACQUISITION. XTREME previously agreed to acquire the Oil Creek
      Well from Assignors as a prospect. XTREME and the Assignors now agree and
      confirm that the well and leases described as the property commonly known
      as the Oil Creek S 19 Prospect being mineral rights and property
      consisting of 80 acres and described as the property in the East % of the
      SW 1/4 of Section 19, Township 6 North, Range 2 West in McClain County,
      Oklahoma, and referred to herein as the "Oil Creek Well" is to be included
      under the EDP Agreement terms and therefore assigned to Xtreme and
      accepted. Assignors, do agree, and by execution and delivery of the
      "Assignment of Oil and Gas Leases," attached hereto as Schedule A (the
      "Assignment"). do assign and sell the leases previously granted to the
      Assignors representing approximately 80 acres as spaced (with the
      understanding and representation that Assignors have no other rights to
      the balance of the property contemplated in the Prospect), and each
      Assignor hereby does quit claim and release and remise unto XTREME, the
      balance of the working interest in the Oil Creek Well to the extent owned
      by the Assignors. Assignors shall execute and deliver the Assignment to
      local counsel for XTREME who shall hold same pending approval of XTREME,
      prepare the legal description consistent with this Agreement and
      thereafter cause same to be recorded in the McClain County Court Clerk's
      office, such that all leases described therein shall be assigned to XOLC
      so as to permit XTREME to convey title to such of the working interest in
      the Oil Creek Well as is presently owned by Assignors (together with any
      additional leases obtained by XTREME) into such joint ventures or other
      entities as XTREME deems appropriate. Those Assignors not named on the
      Assignment agree that, in the event required by XTREME or its auditor or
      legal counsel, they shall execute and deliver for recording an assignment
      in the same form as the Assignment evidencing such quit-claim and release
      of their interests as agreed to herein. The parties agree that any such
      conveyance may be prior to issuance of a title opinion, therefore contains
      no warranty of title and conveys and quit-claims the interests as
      presently held by Assignors without regard to subsequent conditions or
      changes necessary to conform the interests assigned to the title opinion
      (such conditions or changes being the responsibility of
      XTREME).

              


      

    

    


    
      
        	
                2.

              	
                POST-DELIVERY
      OBLIGATIONS OF THE PARTIES. XTREME agrees that it is responsible
      for obtaining new leases or pooling or ratification, at its cost to
      complete the leasing of any remaining acres of the 80 acre spacing for the
      working interest based on a 78% (seventy-eight percent) Net Revenue
      Interest (the "Working Interest"); any leases or pooling or ratification
      for the balance of the Prospect and any title opinion it deems necessary.
      The Assignors acknowledge
      receipt of the $45,000 cash which, pursuant to the EDP Agreement, was due
      and is now agreed to have been paid and therefore confirm that upon
      delivery of the Assignment as agreed above they will have no rights to the
      Working Interest and release all claims .and interest to same. Therefore,
      except as provided herein, XTREME has no further obligation to any of the
      Assignors. The Assignors will cause to be reinstated and in good standing
      all entities which are the Assignors to insure the effectiveness of the
      assignments, releases and agreements as provided
      herein.

              


      

    


     


    
      
         


      

      
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              3.

            	
              CONSIDERATION.
      XTREME having paid cash to the Assignors and being credited for such
      payments by agreement and stipulation by the parties, has paid all cash
      due for the Oil Creek Well and no additional cash is due to any of the
      Assignors for the assignment contemplated herein and the result of which
      is that XTREME shall own the Working Interests per the title opinion. The
      total of cash payments received by the Assignors as of the date of this
      Agreement is agreed to be approximately $130,000, of which $45,000
      represents payment in full for the Oil Creek Well. The parties further
      agree that the shares which were previously paid and delivered to GEC,
      affiliated with the Assignors pursuant to the EDP Agreement, are accepted
      and agreed to be in full satisfaction of the requirement for share
      issuances under the EDP Agreement. Notwithstanding, XTREME shall issue
      25,000 shares (payable upon completion of the 1002A well) and a One (1%)
      percent working interest, carried through the tanks, to E. Bert Valentine,
      associated with but not affiliated with the Assignors, in connection with
      his "locating" or "landman" work with the Oil Creek Well. XTREME will also
      continue negotiations for payment of a reasonable ORRI to Larry Seng, the
      geologist, for his work and Assignors agree to provide cooperation and
      assistance in connection with these
  negotiations.

            


    

    


    
      	
              4.

            	
              ASSIGNMENT.
      Assignors agree and, by execution and delivery of this Agreement and the
      Assignment, all, jointly and severally, transfer, release and assign all
      of their right, title and interest in and to the Oil Creek Well including
      any and all mineral rights and the Working Interest owned by all Assignors
      and/or their affiliates. To the extent that an "Assignor" (one of the
      Assignors) does not appear in the chain of title, such Assignor agrees
      that this conveyance shall be construed as a quit-claim conveyance and
      such Assignor does quit­claim, release and remise all of its right
      title and interest in and to the Oil Creek Well, all of the mineral rights
      appertaining thereto and the Working Interest but each Assignor agrees
      that, in the event required by XTREME, its auditors or counsel, it will
      execute and deliver for recording a quit-claim assignment or a release of
      its interests to effectuate the assignment and release contemplated in
      this Agreement.

            


    

    


    
      	
              5.

            	
              RETAINED OWNERSHIP TO
      BE ASSIGNED BACK. XTREME acknowledges that the BJS Trust shall
      retain, and, therefore, following the assignment or in conjunction
      therewith, shall receive the balance of the Net Revenue Interest greater
      than the Seventy-Eight (78%) Percent conveyed to XTREME as the Working
      Interest less any Net Revenue Interest held by another owner as an
      over-riding royalty interest or mineral rights royalty interest, which
      retained interest shall be assigned or reserved as an "Over-riding Royalty
      Interest." Assignor has previously agreed to convey a percentage of the
      Over-riding Royalty Interest assigned or retained as provided herein to
      affiliates of XTREME.  XTREME shall not be responsible for
      division or allocation of this "ORRI" to Assignor and
    others.

            


    

    



    
      
         


      

      
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              6.

            	
              REPRESENTATIONS AND
      WARRANTEES. Each Assignor does affirm, represent and warrant to
      XTREME as follows: (1) that he, she or it has been duly authorized and
      properly constituted and empowered to execute this Agreement and convey
      the rights, title and interests conveyed herein and the party signing on
      behalf of such Assignor is duly authorized and empowered to execute and
      deliver same of such Assignor's behalf; (2) that this Agreement is binding
      upon each Assignor; (3) that Assignor has not otherwise sold,
      hypothecated, transferred or assigned any part of the right, title or
      interest to the Well after assignment, except to another party to this
      Agreement who is bound hereby; (4) that Assignor has not contracted for,
      agreed to or become obligated to sell, hypothecate, transfer or assign all
      or any part of the right, title or interest to the Well after the date of
      the this Agreement; (5) that Assignor has not permitted nor suffered to
      occur any debt or lien or claim to arise or attach to any right, title or
      interest to the Cookie Well held by such Assignor; (6) no Assignor or
      affiliate of Assignor has retained or attempted to retain any interest in
      the Oil Creek Well except as provided herein (all such contrary provisions
      or attempts to the contrary being declared by Assignors to be null and
      void); (7) that Bruce Scambler is fully empowered and acting as a the sole
      managing member for GPR and SKLC able to execute and deliver the
      Assignment and bind these two Assignors conveying the interest described
      therein; and (8) no Assignor will accept or attempt to obtain any leased
      mineral interest or working interest in the section in which the Oil Creek
      Well is situated.

            


    

    


    
      	
              7.

            	
              COMPLIANCE WITH STATE
      LAWS. In the event that any language or revision is necessary to
      incorporate any warning, advisory, notice or other reference to conform
      with the state laws of any jurisdiction governing this Agreement, each
      party agrees to execute, immediately upon notice of such requirement, an
      amendment or a restated version of this Agreement provided that only such
      any warning, advisory, notice or other reference to conform with the state
      laws shall be added.

            


    

    


    
      	
              8.

            	
              ENTIRE
      AGREEMENT. This Agreement embodies the entire understanding among
      the parties and merges all prior communications among them. Any amendment
      hereof or additional assignment or other document must be in writing and
      signed by all of the parties hereto. Any provision hereof may only be
      waived in writing signed by the party entitled to waive such provision.
      All covenants and agreements contained in this Agreement by or on behalf
      of any of the parties hereto shall bind and inure to the benefit of the
      parties and their respective controlling persons and his, her or its
      respective heirs, personal representatives, successors, and assigns,
      whether so expressed or not. No party to this Agreement may, however,
      assign his rights hereunder or delegate his obligations hereunder to any
      other person or entity without the express prior written consent of the
      other parties hereto. The section headings contained in this Agreement are
      inserted as a matter of convenience and shall not be considered in
      interpreting or construing this Agreement. In the event that any party
      must resort to legal action, the prevailing party will be entitled to
      reimbursement from the non-prevailing party for all reasonable attorneys'
      fees and other costs. Each party will execute and deliver such further
      documents and take such other actions as may be necessary or appropriate
      to consummate the transactions contemplated hereby. This Agreement will be
      governed in accordance with the laws of the State of
  Texas.

            


    

     

     

    
 

    
      
         


      

      
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              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. A facsimile signature by any party
      on a counterpart of this Agreement shall be binding and effective for all
      purposes.

            


    

    


    
      	
              10.

            	
              MISCELLANEOUS.
      Each party shall have the right of specific performance and time is of the
      essence as to performance of each of the terms hereof. All notices,
      requests, consents, and other communications under this Agreement shall be
      in writing and shall be mailed by registered or certified mail, postage
      prepaid, or delivered personally to the address written above or to such
      other address of which the addressee shall have notified the sender in
      writing. Notices mailed in accordance with this section shall be deemed
      given when mailed. The invalidity or unenforceability of any provision of
      this Agreement shall not affect the validity or enforceability of the
      remaining provisions.

            


    

    


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

     

    
      
        	Xtreme
      Oil & Gas, Inc.
	 	 
      
	By: 	
                /s/  Will McAndrew
      III                                 

              
	 	
                Willard
      G. McAndrew, CEO

              
	 	 
      
	 	 
      
	Golden
      Phoenix Recovery, L.L.C., an Oklahoma limited company
	 	 
      
	By:	
                /s/  Bruce
      Scambler                                        

              
	 	
                Bruce
      Scambler, Managing Member

              
	 	 
      
	GPR,
      LLC, an Oklahoma limited liability company
	 	 
      
	By:	
                /s/  Bruce
      Scambler                                        

              
	 	
                Bruce
      Scambler, Managing Member

              
	 	 
      
	Merrick
      Property Development Ltd., an Oklahoma corporation
	 	 
      
	By:	
                /s/  Bruce
      Scambler                                        

              
	 	
                Bruce
      Scambler, president

              
	 	 
      
	Merrick
      Operating Company, an Oklahoma corporation
	 	 
      
	By:	
                /s/  Bruce
      Scambler                                         

              
	 	
                Bruce
      Scambler, president

              
	 	 
      
	BJS
      Revocable Trust u/a/d3/10/02, a family trust
	 	 
      
	By:	
                 

              
	 	
                Bruce
      Scambler, trustee

              


      

    

    
 

    
      
         


      

      
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      	South
      Kensington Ltd. Co., an Oklahoma limited liability company
	 	 
      
	By:	
              /s/  Bruce
      Scambler                                        

            
	 	
              Bruce
      Scambler, Managing Member

            
	 	 
      
	JMEKS,
      Inc., an Oklahoma corporation
	 	 
      
	By:	
              /s/  Bruce
      Scambler                                         

            
	 	
              Bruce
      Scambler, president

            


    

     

     

     

     

     

     

    


    


    


     

     

     

     

    
      
        
        

      

      
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    Schedule
A to "Oil Creek" Agreement

    


    Assignment
of Oil and Gas Leases with Reservation of Overriding Royalty,

    


    KNOWN ALL
MEN BY THESE PRESENTS:

    


    That
Golden Phoenix Recovery, L.L.C., an Oklahoma Corporation, ("GPR, L.L.C."), and
South Kensington Ltd. Co., ("South"), an Oklahoma limited liability company
(collectively Assignors) both of 11300 N Penn, Suite #150, Oklahoma City, OK
73120 (hereinafter called "Assignors"), for and in consideration of the sum of
Ten Dollars ($10.00) paid and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the Assignors, do assign,
transfer, sell and convey by this Oil and Gas Assignment Leases with Reservation
of Overriding Royalty, subject to the terms hereof, all the working interests
with these leases, being a seventy-eight (78%) percent net revenue interest (the
"Assigned Interest") of such oil and gas leases and oil and gas leasehold
interests, (the "Leases") duly recorded thereby, covering the following land in
McClain County, State of Oklahoma as more fully described on Exhibit "A" but
being referenced as :

    


    SUBJECT
ACREAGE : The East 1⁄2 of SW/ 4 of Section 19, Township 6 North, Range 2 West in
McClain County Oklahoma

    


    Assignors
have provided no opinion as to title to the Assigned Interests. Assignor makes
no declaration of existing liens, encumbrances and adverse claims except those
created by or suffered by Assignors to have been created or as duly filed during
the ownership by Assignors. No warranty is made that the rentals and royalties
due under any of the leases have been paid or that all conditions
necessary to keep the same in full force have been duly performed.

    


    Assignor
hereby reserves an overriding royalty interest in the Leases equal to the excess
interests remaining after assignment of the Assigned Interest, less the existing
leasehold burdens, including lessor royalty interests, in and to all oil, gas,
casinghead gas, condensate and other hydrocarbons produced, insofar and only
insofar as said oil, gas, casinghead gas, condensate and other hydrocarbons are
sold and/or saved from the Leases and other interests described herein, it being
the intent herein to convey only a 78% net revenue interest in the Leases and
other interests. The interests retained are an overriding royalty interest and
therefore, Assignee's interest are subject to the obligation to carry Assignor
as to the drilling and completion costs on any well drilled and the overriding
royalty interest retained as provided herein shall be free and clear of and from
any and all costs and expenses of developing, operation, producing and
marketing, but shall bear its proportionate part of all gross production,
severance and other taxes which may be assessed or levied against said
overriding royalty interest or the production attributable thereto. Nothing
contained herein shall impose on Assignor any covenant, duty or obligation to
develop or operate the properties covered by the Leases other than as required
by the Leases nor to maintain the Leases in effect by the payment of delay
rentals. In the event Assignor owns less than the entire and undivided leasehold
estate the Leases, or any of them, the overriding royalty interest herein
assigned shall be reduced in the proportion which the leasehold interest owned
by Assignor bear to the entire and undivided oil, gas and mineral estate
described therein. The overriding royalty interest herein assigned shall attach
and apply to all extensions and renewals of the Leases as attached in Exhibit
A,and will continue while these leases or subsequent leases are held by
production, or held by shut in payments or other payments.

    


    


    



    
      
         


      

      
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    Executed
this 30 day of
December,
2008.

    


    


    ASSIGNORS:

    


    Golden
Phoenix Recovery, L.L.C.,

    


            /s/  Bruce Scambler

      
        

      

    

    By: Bruce
Scambler, Managing Member

    


    


    STATE OF
OKLAHOMA     
             )

                                                               
     ) ss.

    COUNTY OF
MCCLAIN                     )

    


    Before
me, the undersigned, a Notary Public, in and for said County and State on this
30 day of December, 2008, personally
appeared Bruce Scambler, as Managing Member of Golden Phoenix Recovery, L.L.C..
personally known to me to be the identical person who subscribed the name of the
makers thereof to the foregoing instrument and acknowledged to me that he
executed the same as his free and voluntary act and deed and as the free and
voluntary act and deed of each of Golden Phoenix Recovery, L.L.C.. and South
Kensington Ltd. Co. for the uses and purposes therein set forth.

     

    Given
under my hand and seal of office the day and year last above
written.

    


    


    My
Commission Expires:

     

    
    

     

    
      		
              /s/  Barbara
      Douglas                                 

              Notary Public

            


    

     


     

     

     


    
      
         


      

      
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    Exhibit
A

     

    To be
provided by Xtreme per title opinion and attached in substitution to this
page

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
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