exhibit_10-9.htm


    
      

    
EXHIBIT 10.9

     

     

    SETTLEMENT AGREEMENT AND
RELEASE

     

    This
Settlement Agreement and Release (the “Agreement”) is made as of the dates
affixed herein below between and among: Xtreme Oil & Gas Inc. (“XTOG”),
Xtreme Operating Ltd. Co (“Xtreme Operating”), (p/k/a Go Operating, Ltd. Co.
("Go Operating")), Merrick Energy LLC (“Merrick Energy”), Golden Phoenix
Recovery, L.L.C (“Golden Phoenix”), GPR, LLC (“GPR”), Merrick Property
Development Ltd. (“Merrick Property”), Access Operating Company, Inc. (“Access
Operating”), Merrick Operating Company (“Merrick Operating”), BJS Revocable
Trust (“BJS”), South Kensington Ltd. Co. (South Kensington”), JMEKS, Inc.
(“JMEKS”), Go Operating, Ltd. Co. (“Go Operating”), GO Energy Corp.(“Go Energy”)
and GO Energy Co., (“GEC”); Will McAndrew, individually (“McAndrew”); and Bruce
Scambler, individually (“Scambler”) (collectively the “Parties” and individually
a “Party” hereinafter).

    WHEREAS, XTOG and Go Operating entered into that
certain Logan County, OK Exploration, Development, and Production Agreement on
or about February 13, 2008, together with any addendum, supplement or
modification thereof (the “Merrick EDP”);

    WHEREAS, XTOG and Go Operating entered into that
certain Exploration, Development, and Production Agreement on or about February
14, 2008 for Sheridan Fort Sill, together with any addendum, supplement or
modification thereof (the “Fort Sill EDP”);

    WHEREAS, XTOG and Go Operating entered into that
certain Exploration, Development, and Production Agreement on or about February
4, 2008 for Fannin County, Texas, together with any addendum, supplement or
modification thereof (the “Fannin County EDP”);

    WHEREAS, XTOG entered into that certain Stock
Purchase Agreement on or about March 14, 2008 with BJS and JEMKS (the “Stock
Purchase Agreement”);

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
 

    WHEREAS,
XTOG and Xtreme Operating, on the one hand, and Golden Phoenix, GPR, Merrick
Property, Merrick Operating, South Kensington, and JEMKS, on the other, entered
into that certain Agreement for Assignment of Rights under Settlement Agreement
(“Assignment Agreement No. 1”) on or about December 30, 2008;

    WHEREAS,
XTOG and Xtreme Operating, on the one hand, and Golden Phoenix, GPR, Merrick
Property, Merrick Operating, BJS, South Kensington, and JEMKS, on the other,
entered into that certain Agreement for Sale, Assignment, and Release of
Interests (“Assignment Agreement No. 2”) on or about December 29,
2008;

     WHEREAS,
XTOG and Xtreme Operating, on the one hand, and Golden Phoenix, GPR, Merrick
Property, Merrick Operating, BJS, South Kensington, and JEMKS, on the other,
entered into that certain Agreement for Sale, Assignment and Release of
Interests (“Assignment Agreement No. 3’) on or about December 29,
2008;

    WHEREAS,
XTOG and Xtreme Operating, on the one hand, and Golden Phoenix, GPR, Merrick
Property, Merrick Operating, BJS, South Kensington, and JEMKS, on the other,
entered into that certain Agreement for Sale, Assignment and Release of
Interests (“Assignment Agreement No. 4”) on or about December 29,
2008;

    WHEREAS,
XTOG and Xtreme Operating, on the one hand, and Golden Phoenix, GPR, Merrick
Property, Merrick Operating, BJS, South Kensington, and JEMKS, on the other,
entered into that certain Agreement for Sale, Assignment and Release of
Interests (“Assignment Agreement No. 5”) on or about December 30,
2008;

    WHEREAS,
the Merrick EDP, the Fort Sill EDP, the Fannin County EDP, the Stock Purchase
Agreement, and Assignment Agreements Nos. 1-5 are collectively referred to as
the “Scambler Agreements;”

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    WHEREAS,
Xtreme contends that Scambler, and/or the entities owned or controlled by him,
breached or failed to perform under the Scambler Agreements;

    WHEREAS,
Scambler contends that XTOG breached or failed to perform under the Scambler
Agreements;

    WHEREAS,
the Parties, without admission of liability, desire to settle with finality,
compromise, dispose of, and release all claims and demands of any of them that
any one them has or may have arising out of or in any way otherwise connected to
the Scambler Agreements, including any other fact or circumstance up to and
through the date of the Agreement.

    WHEREAS, the parties acknowledge that
bona fide disputes and controversies, both to liability and to the amount
thereof, exist between them, including those disputes and controversies related
to the Wells and Agreements listed above, as well as all other oral, written,
express, or implied contracts between the Parties, they desire to compromise and
settle all claims and causes of action between them and agree that the claims
and controversies between them are hereby settled in accordance with the terms
set forth below.

    NOW, THEREFORE, in consideration of the
mutual agreements, covenants, and provisions contained in this Agreement, the
sufficiency of which is expressly acknowledged by the Parties’ signatures
affixed herein below, it is hereby agreed between and among the Parties that all
any and all claims between or among them shall be settled and compromised upon
the following terms and conditions:

    1.           Consideration:

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Contemporaneously with the Parties’
execution of the Agreement, XTOG agrees to convey in “As-Is” condition to
Scambler, or any entity identified by him, without warranty or recourse, all
XTOG’s rights, title, and interest in the stock of GO Operating (an Oklahoma
company) by delivery of any existing Company Minutes and Records book and all
stock certificates
(or executing and delivering any other document reasonably requested by
Scambler, and expressly excluding any right, title or interest to the name
Xtreme Operating), the Winston well in “As-Is” condition, the Cookie well in
“As-Is” condition (and related rights, if any, to a saltwater disposal well) by
delivery of assignment, bill of sale and conveyance agreements in the forms
attached hereto as Exhibit “A,” respectively. Scambler will within 5 business
days file a change of name of all entities having the Xtreme name with the
Oklahoma secretary of state and fax copies to XTOG. XTOG also agrees to convey
to Scambler, or any entity identified by him, without warranty or recourse,
XTOG’s right, title and interest to the Cookie Jack and tanks (as-is) by
execution and delivery of a bill of sale in the form attached hereto as Exhibit
“A” and execute Exhibit “B”.  XTOG also agrees to release any claim to
the $25,000 bond and to convey to Scambler, or any entity designated by him, the
shares acquired by XTOG under the Stock Purchase Agreement.

    Contemporaneously with the Parties’
execution of the Agreement, Scambler agrees to deliver to XTOG upon signing this
Agreement 250,000 common shares from  BJS Revocable Trust UTD
03-10-2002 Cert # 339 for 210,000 shares, JMEKS Cert # 170 for 10,000 shares,
and JDKS Revocable Trust Cert #166 for 30,000 shares, and any and all shares of
XTOG previously issued or acquired by him, other than 500,000 shares that he or
his designee may retain. (excluding any South Kensington Shares which were
issued for “nominees” of 250,000 shares of common stock in Nominee name to
settle Xtreme related contingent deals/properties/legal fees)
including  Scambler further agrees to deliver 175,000 of his remaining
500,000 shares in Certificate #278 BJS Revocable Trust UTD 03-10-2002 to Robert
Forrestor to hold in escrow until Scambler’s payment of the $25,000 referenced
below.  If Scambler delivers good funds to Forrestor within 90 days of
signing the Agreement, Forrestor will release the shares to
Scambler.  In the event Scambler fails to pay within 90 days,
Forrestor is to release the shares to XTOG.

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    Scambler
further agrees to return to XTOG all 2,500,000 warrants previously conveyed to
Scambler or any other entity arising out of or in any way related to the
Scambler Agreements and terminate the associated warrant agreements upon
execution of this Agreement.  Scambler agrees to execute and deliver a
bill of sale conveying clear title to operational tanks in the form attached
hereto as Exhibit “C,” and to deliver those tanks to the Lionheart well
location.  XTOG agrees to pay Hilliard the past due invoice for
deliveries to Oil Creek /wells and costs of transport from Merrick site 20+
miles to the Lionheart location.. Scambler also agrees to execute any document
requested by XTOG to make sure Scambler releases any or all claims, direct or
indirect, to any interest whatsoever in the Oil Creek or Lionheart wells, and
agrees to pay XTOG $25,000 in good funds within 90 days of his execution of the
Agreement.

    Contemporaneously with the Parties’
execution of the Agreement, Scambler agrees to convey to McAndrew any and all
working interest held by Scambler, directly or indirectly, in the Lionheart well
and a (one percent) 1% royalty interest in the Oil Creek property in exchange
for McAndrew agreeing to convey to Scambler McAndrew’s royalty interest in the
Cookie well, the Winston well and any right to the saltwater disposal
well.  These transfers shall be made by the execution and delivery of
the documents attached hereto as Exhibits “D,” “E,” and “F,”
respectively.

     

    2.           Releases:

    (a)           XTOG,
Xtreme Operating, Merrick Energy, McAndrew, and their predecessors, successors,
and assigns, hereby forever release, acquit and discharge Golden Phoenix, GPR,
Merrick Property, Access Operating, Merrick Operating, BJS, South Kensington,
JMEKS, Go Operating, Go Energy, GEC, and Bruce Scambler, and each of their
respective affiliates, subsidiaries, parents, predecessors, successors, assigns,
officers, employees, agents, insurers, sureties, and attorneys, of and from any
fees, debts, obligations, claims, actions, liabilities, demands
and/or causes of action, including any claim for attorneys’ fees, interest, or
costs of litigation, asserted or unasserted, whether in equity or law, whether
arising out of or pursuant to common or statutory laws, state and/or federal
law, rules or regulations, known or unknown, including, but not limited to any
claim arising out of or in any way related to the Scambler Agreements, as well
as any other fact or circumstance existing at the date and time of execution
hereof, save and except the Parties’ obligations under this
Agreement.  It is expressly acknowledged and agreed that this release
is UNLIMITED in scope.

     

     

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

     

    (b)           Golden
Phoenix, GPR, Merrick Property, Access Operating, Merrick Operating, BJS, South
Kensington,  JMEKS,  Go Operating, Go Energy, GEC, and Bruce
Scambler, and their predecessors, successors, and assigns, hereby forever
release, acquit and discharge XTOG, Xtreme Operating, Merrick Energy LLC, Will
McAndrew, and their affiliates, subsidiaries, parents, predecessors, successors,
assigns, officers, employees, agents, insurers, sureties, and attorneys, of and
from any fees, debts, obligations, claims, actions, liabilities, demands and/or
causes of action, including any claim for attorneys’ fees, interest, or costs of
litigation, asserted or unasserted, whether in equity or law, whether arising
out of or pursuant to common or statutory laws, state and/or federal law, rules
or regulations, known or unknown, including, but not limited to any claim
arising out of or in any way related to the Scambler Agreements, as well as any
other fact or circumstance existing at the date and time of execution hereof,
save and except the Parties’ obligations under this Agreement.  It is
expressly acknowledged and agreed that this release is UNLIMITED in
scope.

    (c
)    Regarding any XTOG dispute with Heartland or Deerman
then Scambler and entities will not  be made part of any issue, there
will be no interpleading or making Scambler a party and no claims on any
Scambler production revenues derived from the well - Scambler or any Scambler
entity will not be a named party.

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    3.           Nondisparagement:

    No Party
to this Agreement shall slander, defame, nor otherwise disparage the goodwill,
business name or business reputation of any other Party; nor will any Party
discourage others from doing business with any other Party.  While
each of the Parties acknowledges that he or it cannot avoid any legal obligation
to comply with or assist any investigation, inquiry, prosecution or other claim
by any governmental agency lawfully charged with the rights and obligations to
which it is making such investigation, inquiry or prosecution, it is the intent
of this Agreement that no acts of retribution be permitted and, in furtherance
thereof, neither party shall initiate nor cause to be initiated any
investigation, inquiry or prosecution to which it is not legally obligated to do
so nor publish to any third party, any fact or circumstance, with knowledge or
intent that such fact or circumstance will lead to an investigation, inquiry or
prosecution.

     

    4.           Miscellaneous:

    (a)           This
Agreement shall be binding upon and inure to the benefit of the Parties hereto,
their successors and assigns, together with their respective divisions, parents,
and subsidiaries or affiliated corporations or entities.

    (b)           The
Parties hereto acknowledge that the covenants contained in this Agreement
provide good and sufficient consideration for every promise, duty, release,
obligation and right contained in this Agreement.

    (c)           By
execution hereof, McAndrew, individually and on behalf of any entity for which
he signs the Agreement, represent, covenant and warrant that they are the
exclusive owner and holder of all their claims, and that no claim released
herein has previously been conveyed, assigned or in any manner transferred, in
whole or in part, to any third party.  McAndrew, individually
and on behalf of any entity for which he signs the Agreement, expressly
represent, covenant and warrant that they have full authority to enter into this
Agreement.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    (d)           By
execution hereof, Scambler, individually and on behalf of any entity for which
he signs the Agreement, covenant and warrant that they are the exclusive owners
and holders of all of their claims, and that no claim released herein has
previously been conveyed, assigned or in any manner transferred, in whole or in
part, to any third party.  Scambler, individually and on behalf of any
entity for which he signs the Agreement, expressly represent, covenant and
warrant that they have full authority to enter into this Agreement.

    (e)           It
is understood and agreed that no Party to this Agreement admits any liability to
any other Party, but to the contrary, expressly denies the same.  This
Agreement is entered to resolve, settle and compromise the matters in dispute
between the Parties hereto and avoid the cost, expense, and effort of protracted
and disputed litigation.

    (f)           The
Parties hereto fully understand that if any facts concerning the claims giving
rise to this Agreement should be found other than or different from the facts
now believed to be true, the Parties hereto expressly accept and assume the risk
of such possible difference in facts and agree that this Agreement shall be and
will remain in effect notwithstanding any such difference in facts.

    (g)           The
Parties hereto warrant and represent to all other Parties that no promise,
representation, conduct, or consideration by any other Party to this Agreement,
their owners, agents, servants, employees, attorneys, or persons in privity with
them has induced the execution of this Agreement except for those
representations and agreements specifically set forth herein.

    (h)           This
Agreement was drafted jointly by all Parties in consultation with their
attorneys.  Accordingly, no rule of construction based upon one Party
or the other drafting this Agreement shall apply.

    
 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (i)           This
Agreement, including Exhibits, embodies the entire agreement between the Parties
hereto, supersedes all prior agreements and understandings, if any, and may be
amended only by an instrument in writing executed jointly by the Parties
hereto.

    (j)           It
is further understood that this Agreement shall be governed by, construed,
interpreted, applied, and enforced in accordance with the laws of the State of
Texas, except that any conflict-of-law rule or choice-of-law rule of that
jurisdiction that may require reference to the laws of some other jurisdiction
should be disregarded.  The parties acknowledge and agree that the
venue of any dispute arising under the Agreement will be in a court of competent
jurisdiction in Dallas, Dallas County, Texas.

    (k)           This
Agreement may be, but is not required to be, executed in multiple
originals.  A facsimile copy and/or a scanned image of a signature
page hereto shall be valid the same as the original.

    (l)           The
Parties agree to cooperate in taking any and all steps necessary to give full
force and effect to this Agreement, and to execute any and all additional
documents necessary to effectuate the terms and conditions of this
Agreement.

    (m)           The
Parties hereto agree and understand that the terms hereof are contractual and
are not merely recitals and that the Parties hereto intend to be and are hereby
bound by its terms.  Each undersigned individual, by this signature
below, warrants that he is of legal age, legally competent to execute this
Agreement and fully authorized by the Party hereto on whose behalf he signs this
Agreement to execute and enter into this Agreement on behalf of such
Party.

    (n)           If
any term, condition or covenant contained in this Agreement is for any reason
found null, void or otherwise unenforceable, that portion of the Agreement shall
be treated as severed and the remainder of the Agreement will remain in full
force and effect as if the severed portion
were never contained herein.  However, this paragraph does not apply
to any material term, condition or covenant that forms all or part of the
consideration supporting this Agreement.

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (o)           THE PARTIES EXPRESSLY WARRANT THAT
THEY HAVE CAREFULLY READ THIS AGREEMENT AND ANY EXHIBITS ATTACHED HERETO,
UNDERSTAND THEIR CONTENTS, AND SIGN THIS AGREEMENT VOLUNTARILY, AS THEIR OWN
FREE ACT, WITHOUT ANY DURESS OR COERCION.  THE PARTIES EXPRESSLY
WARRANT THAT NO PROMISE OR AGREEMENT WHICH IS NOT HEREIN EXPRESSED HAS BEEN MADE
TO THEM IN EXECUTING THIS AGREEMENT, AND THAT NONE OF THE PARTIES IS RELYING
UPON ANY STATEMENT OR REPRESENTATION OF ANY AGENT OF THE PARTIES BEING RELEASED
HEREBY, EACH OF THE PARTIES IS RELYING ON THEIR OWN JUDGMENT AND EACH HAS BEEN
REPRESENTED BY LEGAL COUNSEL IN THIS MATTER.  THE AFORESAID LEGAL
COUNSEL HAVE READ AND EXPLAINED TO THE PARTIES THE ENTIRE CONTENTS OF THIS
AGREEMENT IN FULL, AS WELL AS THE LEGAL CONSEQUENCES OF THIS
AGREEMENT.

    (p)           The
Parties agree that all conveyances made in this Agreement are transfers made
without representation or warranty.  The Parties agree they have no
recourse available for the transfer of whatever rights, titles, or interests are
conveyed in this Agreement and/or its Exhibits.

     

    5.           Confidentiality:

    The Parties agree that the terms and
provisions of this Agreement shall be kept strictly confidential, and they shall
not directly or indirectly communicate, disclose, or reveal to any person or
entity that is not a party to this Agreement any terms or provisions of this
Agreement; provided however,
this paragraph shall not prevent the Parties or their attorneys from disclosing
or revealing terms, conditions or provisions of this Agreement:  (i)
by Court order; (ii) to an accountant who has been retained to provide
accounting services to in connection with filing a federal tax return; (iii) to
any lienholders, lenders, or family members; or, (iv) in response to a formal
inquiry from the Internal Revenue Service in connection with an investigation of
the tax liability, if any.

     

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, this Agreement is executed as of the dates set forth herein
below.

     

     

    [Signature
pages follow]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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      	 	Xtreme Oil & Gas
      Inc.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Will
      McAndrew, III	 
	 	 	
              Willard
      G. McAndrew, III, CEO

            	 
	 	 	 	 


    


    


    STATE
OF                                  
                       §

                 
§

    COUNTY
OF                                                      §

    


    Before
me, the undersigned authority, on this day personally appeared Will McAndrew,
CEO of Xtreme Oil & Gas, Inc., who stated that he executed the Settlement
Agreement and Release for the purposes and consideration stated
therein.

     

     

    
      		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


    

     

    


    My
Commission Expires:

     

                   
6/5/2010

    
      

    

     

     

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	Xtreme
      Operating Ltd. Co.	 	Go Operating Company, Ltd.
      Co.	 
	 	 	 	 	 
	
              /s/ 
      Will McAndrew, III

            	 	
              By:
      

            	/s/  Bruce Scambler, New President	 
	Will
      McAndrew (Seller)	 	 	Bruce
      Scambler (Purchaser)	 




    STATE
OF                                               
          §

                 
§

    COUNTY
OF                                             
         §

    


    Before
me, the undersigned authority, on this day personally appeared Bruce Scambler, CEO of Go Operating
Company, Ltd. Co., who stated that he executed the Settlement Agreement and
Release for the purposes and consideration stated therein.

    


    
       

      
        		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


      

       

      


      My
Commission Expires:

       

                    
6/5/2010

      
        

      

       



     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 	Merrick Energy
    LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler	 




      STATE
OF                                               
          §

                   
§

      COUNTY
OF                                             
         §

      


      
        Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
CEO of Merrick Energy LLC, who stated that he executed the Settlement Agreement
and Release for the purposes and consideration stated
therein.

      

      


      
         

        
          		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


        

         

        


        My
Commission Expires:

         

                      
6/5/2010

        
          

        



    

     

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
            	Golden Phoenix Recovery,
      L.L.C.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, Managing Member	 



      STATE
OF                                               
          §

                   
§

      COUNTY
OF                                             
         §

      


      
        Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the Managing Member of Golden Phoenix Recovery, L.L.C., who stated that he
executed the Settlement Agreement and Release for the purposes and consideration
stated therein.

      

      


      
         

        
          		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


        

         

        


        My
Commission Expires:

         

                        
6/5/2010

        
          

        

         

         

         

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        
           

          
            	
                  	GPR, LLC	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, Managing Member	 



            STATE
OF                                               
          §

                         
§

            COUNTY
OF                                             
         §

            


            
              
                Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the Managing Member of GPR, LLC, who stated that he executed the Settlement
Agreement and Release for the purposes and consideration stated
therein.

              

            

            


            
               

              
                		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


              

               

              


              My
Commission Expires:

               

                           
6/5/2010

              
                

              

               

               

               

              
                
                  
                  

                

                
                  16

                  
                    

                  

                

                
                  
                  

                

              

               

              
                 

                
                   

                  
                    	
                          	Merrick Property Development
      Ltd.	 
	 	 	 	 
	
                             

                          	
                            By:
      

                          	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



                    STATE
OF                                               
          §

                                 
§

                    COUNTY
OF                                             
         §

                    


                    
                      
                        Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of Merrick Property Development Ltd., who stated that he executed
the Settlement Agreement and Release for the purposes and consideration stated
therein.

                      

                    

                    


                    
                       

                      
                        		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


                      

                       

                      


                      My
Commission Expires:

                       

                                    
6/5/2010

                      
                        

                      

                       

                       

                       

                      
                        
                          
                          

                        

                        
                          17

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                      
                         

                        
                           

                          
                            	
                                  	Access Operating Company,
      Inc.	 
	 	 	 	 
	
                                     

                                  	
                                    By:
      

                                  	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



                            STATE
OF                                               
          §

                                         
§

                            COUNTY
OF                                             
         §

                            


                            
                              
                                Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of Access Operating Company, Inc., who stated that he executed the
Settlement Agreement and Release for the purposes and consideration stated
therein.

                              

                            

                            


                            
                               

                              
                                	 	 
	 	Notary Public -
      State of


                              

                               

                              


                              My
Commission Expires:

                               

                              
                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
            	Merrick Operating
      Company	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



      STATE
OF                                               
          §

                   
§

      COUNTY
OF                                             
         §

      


      
        
          Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of Merrick Operating Company, who stated that he executed the
Settlement Agreement and Release for the purposes and consideration stated
therein.

        

      

      


      
         

        
          		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


        

         

        


        My
Commission Expires:

         

                       
6/5/2010

        
          

        

      

    

     

     

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
              	BJS Revocable
      Trust	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, Trustee	 



        STATE
OF                                               
          §

                     
§

        COUNTY
OF                                             
         §

         

        
          
            Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the Trustee of BJS Revocable Trust, who stated that he executed the Settlement
Agreement and Release for the purposes and consideration stated
therein.

          

        

        


        
           

          
            		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


          

           

          


          My
Commission Expires:

           

                         
6/5/2010

          
            

          

        

      

    

    


     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

      

       

      
        	
              	South Kensington Ltd.
      Co.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, Managing Member	 



        STATE
OF                                               
          §

                     
§

        COUNTY
OF                                             
         §

         

        
          
            
              Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the Managing Member of South Kensington Ltd. Co., who stated that he executed
the Settlement Agreement and Release for the purposes and consideration stated
therein.

            

          

        

        


        
           

          
            		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


          

           

          


          My
Commission Expires:

           

                         
6/5/2010

          
            

          

        

      

    

    


     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
              	JMEKS, Inc.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



        STATE
OF                                               
          §

                     
§

        COUNTY
OF                                             
         §

         

        
          
            
              Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of JMEKS, Inc., who stated that he executed the Settlement
Agreement and Release for the purposes and consideration stated
therein.


            

          

        

        
           

          
            		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


          

           

          


          My
Commission Expires:

           

                          6/5/2010

          
            

          

        

      

    

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    
       

      
         

        
          	
                	GO Operating	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



          STATE
OF                                               
          §

                       
§

          COUNTY
OF                                             
         §

           

          
            
              
                
                  Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of GO Operating, who stated that he executed the Settlement
Agreement and Release for the purposes and consideration stated
therein.

                

              

            

          

          
             

            
              		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


            

             

            


            My
Commission Expires:

             

                          
6/5/2010

            
              

            

             

             

             

            
              
                
                

              

              
                23

                
                  

                

              

              
                
                

              

            

             

          

        

      

    

     

    
       

      
        	 	Go Operating, Ltd.
      Co.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



        STATE
OF                                               
          §

                     
§

        COUNTY
OF                                             
         §

         

        
          
            
              Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of Go Operating, Ltd. Co., who stated that he executed the
Settlement Agreement and Release for the purposes and consideration stated
therein.


            

          

        

        
           

          
            		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


          

           

          


          My
Commission Expires:

           

                          
6/5/2010

          
            

          

          
 

           

          
            
              
              

            

            
              24

              
                

              

            

            
              
              

            

          

           

          
             

            
              	 	GO Energy
Corp.	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



              STATE
OF                                               
          §

                           
§

              COUNTY
OF                                             
         §

               

              
                
                  
                    Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of GO Energy Corp., who stated that he executed the Settlement
Agreement and Release for the purposes and consideration stated
therein.


                  

                

              

              
                 

                
                  		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


                

                 

                


                My
Commission Expires:

                 

                              
6/5/2010

                
                  

                

              

            

          

          
 

           

          
            
              
              

            

            
              25

              
                

              

            

            
              
              

            

          

           

           

          
            	 	GO Energy
Corp.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/
      Bruce Scambler	 
	 	 	Bruce
      Scambler, President	 



            STATE
OF                                               
          §

                         
§

            COUNTY
OF                                             
         §

             

            
              
                
                  
                    Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
the President of GO Energy Co., who stated that he executed the Settlement
Agreement and Release for the purposes and consideration stated
therein.

                  

                

              

            

            
               

              
                		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


              

               

              


              My
Commission Expires:

               

                            
6/5/2010

              
                

              

            

          

          
 

           

          
            
              
              

            

            
              26

              
                

              

            

            
              
              

            

          

          
 

          
            
              	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/
      WILL MCANDREW
      III	 
	 	 	WILL MCANDREW,
      INDIVIDUALLY	 



              STATE
OF                                               
          §

                           
§

              COUNTY
OF                                             
         §

               

              
                
                  
                    
                      Before
me, the undersigned authority, on this day personally appeared Will McAndrew,
who stated that he executed the Settlement Agreement and Release for the
purposes and consideration stated therein.

                    

                  

                

              

              
                 

                
                  		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


                

                 

                


                My
Commission Expires:

                 

                               
6/5/2010

                
                  

                

              

            

          

        

      

    

    


     

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	 	 	 
	
                   

                	
                  By:
      

                	/s/
      BRUCE
      SCAMBLER	 
	 	 	BRUCE SCAMBLER,
      INDIVIDUALLY	 



          STATE
OF                                               
          §

                       
§

          COUNTY
OF                                             
         §

           

          
            
              
                
                  Before
me, the undersigned authority, on this day personally appeared Bruce Scambler,
who stated that he executed the Settlement Agreement and Release for the
purposes and consideration stated therein.

                

              

            

          

          
             

            
              		/s/  Phyllis
      Ganjian
	Notary Public -
      State of Texas


            

             

            


            My
Commission Expires:

             

                         
6/5/2010

            
              

            

          

        

      



     

    


     

    


     

    


     

    
      28