exhibit_10-5.htm


    
      

    

    EXHIBIT 10.5

     

     

    
 

    AGREEMENT
FOR ASSIGNMENT OF RIGHTS UNDER SETTLEMENT AGREEMENT

    AGREEMENT
#1:

    V1c

    


    This
Agreement for Assignment Of Rights under Settlement Agreement (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., f/k/ a Merrick
Energy LLC ("Merrick Energy") , (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;
South Kensington Ltd. Co., ("SKLC"), an Oklahoma limited liability company; and
JMEKS, Inc., ("JMEKS"), an Oklahoma corporation (which GPR, MPDL, MOP, 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 Merrick Agreement") by which EDP Agreement, the Assignors agreed
      to convey certain interests to
XTREME;

            


    

    


    
      	
               
      

            	
              C.

            	
              Consistent
      with the EDP Merrick Agreement and pursuant to agreements of evendate,
      XTREME has acquired from the Assignors, the well referenced in the EDP
      Agreement as the "Cookie" well and described as the property in the SE 1/4
      of Section 25, Township 16North, Range lEast and also known as the 25-0-2
      well (referred to herein as the "Cookie Well") and that certain well
      within the "area of mutual interest" being the property consisting of 160
      acres in the adjacent quarter 'section known as the "Winston" or 25-0-1
      well and described as the property in the NE 1/4 of Section 25, Township
      16 North, Range lEast (referred to herein as the "Winston
      Well");

            


    

    


    
      	
               
      

            	
              D.

            	
              The
      Assignors and XLOC (f/k/a Merrick Energy LLC) are parties to that certain
      Settlement Agreement dated as of the 21st day of September 2005, a copy of
      which is attached hereto as Exhibit A (the "Settlement Agreement")
      pertaining to the "Cookie Well" and the "Winston
  Well;"

            


    

     

    
      	
               
      

            	
              E.

            	
              The
      Settlement Agreement was an agreement between Assignors (including actions
      on behalf of XOLC which was previously owned by Assignors) and the
      following parties: TBK Energy and/or Mike Butler; and Jeff Berlin, AE3 and
      AE5 Energy 3, LLC and AE3 and AE5 Energy 5, LLC and their respective
      affiliates as more fully described therein (which
      descriptions of included persons are incorporated herein by this reference
      all of which are referred to collectively as the "Opposing Parties");
      and

            


    


     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
               
      

            	
              F.

            	
              The
      parties hereto desire that Assignors assign to XTREME the rights under the
      Settlement Agreement to permit XTREME to optimize the benefits and value
      of the Cookie Well and the Winston
Well.

            


    

    


    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.

              	
                ASSIGNMENT OF
      INTERESTS. The Assignors desire to, and now undertake to assign to
      Xtreme the Assignors' rights under the Settlement Agreement. Specifically,
      the Settlement Agreement provides (1) for cooperation between the Opposing
      Parties and the Assignors in connection with the separate metering but
      joint access to electrical service (which rights and obligations as more
      fully set forth in the Settlement Agreement are referred as the
      "Electricity Provisions"); (2) for use of a saltwater disposal well as
      described in the Settlement Agreement (the "Disposal Well") located in S
      19 Lincoln County upon payment of an annual fee as provided in the
      Settlement Agreement (the "Disposal Well Fee"); and (3) for declarations
      as to the release of retained interests to the wells which were the
      subject of the Settlement Agreement. Assignors agree and, by execution and
      delivery of this Agreement, jointly and severally transfer, release and
      assign right, title and interest in and to the Settlement Agreement
      including rights and privileges pertaining to the Electricity Provisions
      and to the Disposal Well. Nothing herein shall be construed to limit the
      rights of the Opposing Parties, except as set forth in the Settlement
      Agreement, nor the rights of others owning wells and mineral leases nearby
      with respect to the access to electricity or the Disposal Well. The rights
      assigned hereby are intended to grant unto XTREME the Assignors' rights
      under the Settlement Agreement as benefiting and inuring to the benefit of
      the owners, successors and assigns of the Cookie Well and the Winston Well
      as follows:

              


      

    

    


    Electricity,
per the Settlement Agreement

    
      	
               
      

            	
              a.

            	
              The
      25-0-1, 19-0-1, 24-0-3 wells are metered separately from the Cookie 25-0-2
      well and Winston 25-0-3 well and AE3, AE5 and the Assignors are bound to
      mutually cooperate in execution of separate contracts with CREC. CREC have
      been requested to supply 200 KW per day by Assignors Merrick Property
      Development Ltd, with separate billings for a CREC (quoted price of
      $7,000);

            


    

    
      	
               
      

            	
              b.

            	
              AE3,
      AE5 and the Assignors are to pay respective expenses associated with
      maintaining and repairing the lines and poles supporting electricity to
      their respective wells. To the extent the lines and poles support
      electricity to a well owned by AE3 or AE5 and a well owned by the
      Assignor, the cost shall be borne by both parties equally. Additionally,
      no parties shall take any action which would impair or impede the other
      party's ability to obtain electric service through existing facilities;
      and

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    


    
      	
               
      

            	
              c.

            	
              Regarding
      the residue of the rebate from CREC, Assignors have requested CREC to
      offset any balance due against setting a new meter for Xtreme. There is no
      guarantee this will be acceptable to CREC. In event CREC does not provide
      a meter at no cost, Xtreme will pay for the connection and seek to recover
      from AE3 and AE5, and MPD reserves the right to pursue action against CREC
      for recovery of the deposit and lost
production.

            


    

    


    Saltwater Disposal Well
(19-W-1) §19 T16N Lincoln County Oklahoma

    
      	
               
      

            	
              d.

            	
              Assignors
      are to pay AE3 ans. 1 AE5 the sum of $2,500 in total per annum for the use
      of the Saltwater Disposal Well from the 1st day of January 2006 and each
      year thereafter on the 1st day of January. AE3 and AE5 have refused to
      provide proof of payment to the disposal mineral owners, and have been in
      litigation with the Mineral owners now recently settled. Xtreme hereby
      assumes the obligation to pay such SWD disposal fees as are due including
      any past dues amounts, (net of any offsets due from AE3 and
      AE5).

            


    

    
      	
               
      

            	
              e.

            	
              Settlement
      allows assignors to use the Saltwater Disposal Well for the disposal of
      saltwater produced from the 25-0-2 only, no specific detail covers use
      from a jointly spaced 25-0-3 or other well. There is no additional cost to
      AE3 and AE5 ("AE3 and AE5") of additional volume under SWD agreement with
      the Penns. Xtreme will contact AE3 and AE5 and seek such added agreements
      as are required.

            


    

    
      	
               
      

            	
              f.

            	
              Assignors
      retain the sole rights that in the event AE3 and AE5 decide to plug and
      abandon the Saltwater Disposal Well, Assignors have the first right of
      refusal to purchase the well at its Salvage Value to be determined by the
      parties at the time of sale.

            


    

    


    Winston
25-0-3 Well

    
      	
               
      

            	
              g.

            	
              AE3
      and AE5 quit claimed all right, title and interest in and to any leases,
      equipment, well bore holes, contracts, and any other assets or
      appurtenances in and to the 25-0-3 well to the Assignors and or their
      designees effective September 21, 2005. Since that date a gas separator
      and oil separator replacement cost value over $20,000 were removed. Xtreme
      and Assignors agree to jointly request the replacement of said equipment
      by AE3 and AE5 and split any recovery or offsets
  50:50.

            


    

    
      	
               
      

            	
              h.

            	
              Any
      right title or interest claimed by TBK Energy or Mike Butler in and to the
      Winston Well was not a part of the settlement agreement and AE3 and AE5
      continued to maintain and assert all claims and objections to TBK Energy
      or Mike Butler's asserted interest in and to the Well. The new leases for
      the Winston Well post Settlement as being assigned are valid in primary
      term through June 2009 and thereafter renewable. Obtaining the remaining
      new leases by lease or pooling should secure the 100% title instead of the
      90% with 10% asserted post settlement by assignment by TBK
      Energy.

            


    

    


    


    
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    Cookie
25-0-2 Well

    
      	
               
      

            	
              i.

            	
              AE3
      and AE5 had as of settlement no right, title and interest in and to any
      leases, equipment, or well bore AE3 and AE5. Regarding right title or 10%
      WI interest claimed by TBK Energy or Mike Butler in and to the Winston
      Well which was riot a part of the settlement agreement, AE3 and AE5
      continued to maintain and assert all claims and objections to TBK Energy
      or Mike Butler's asserted interest in and to the Wells and then took
      assignment of said previous leases. New leases following a period of non
      production caused by the shut in from disposal well litigation are
      required to assert full ownership to 100% of the well. The leases for the
      Cookie Well being assigned are as were valid for the previous pooling, and
      potentially renewable. Xtreme is in process of and is fully responsible
      for obtaining new leases and pooling the E/2 of Section 25, Township
      16North, Range lEast Logan County.

            


    

    


    
      
        	
                2.

              	
                To
      the extent that an "Assignor" (one of the Assignors) does not appear in
      the chain of title under the Settlement Agreement, such Assignor agrees
      that this conveyance shall be construed as a quit-claim conveyance and
      such Assignor does quit-claim, release and remise its right, title and
      interest in and to the Settlement Agreement and the rights appertaining
      thereto.

              


      

    

    


    
      
        	
                3.

              	
                ADDITIONAL
      CONSIDERATION. The Assignors acknowledge receipt of cash and stock
      due under the EDP Agreement, for the assignments of wells Cookie and
      Winston as made which is now agreed to have been paid and, therefore
      confirm that they have no rights to additional payment in connection with
      the assignment and release of rights to the Settlement Agreement other
      than the completion and payment of obligations of XTREME under a Stock
      purchase agreement for XTOG to acquire Xtreme Operating Ltd Co, a bonded
      Oklahoma Operator. XTOG has agreed to pay certain costs of certain of the
      Assignors debts (constituting good and valuable consideration)
      representing the balances due to Assignors' counsel, Robinson 86 Williams,
      being $17,164.44 as of October 31, 2008 and Assignors' accountants, T.C.
      Burgin, C.P.A.,P.C., being $5,290.50 as of November 15, 2008, which
      balances indicated are the remaining obligations of
  XTREME.

              


      

    

    


    
      
        	
                4.

              	
                POST-CLOSING
      OBLIGATIONS. XTREME acknowledges and agrees that it is responsible
      for the payment of the Disposal Well Fees but Assignors covenant and agree
      to provide any and all assistance necessary to cause the Opposing Parties
      to make the Disposal Well available based on claims, also assigned to
      XTREME, against the Opposing
Parties.

              


      

    

    


    
      
        	
                5.

              	
                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 an :.y part of the right, title or
      interest under the Settlement Agreement 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 under
      the Settlement Agreement after the date of this Agreement; (5) Assignor
      will if notified of intent to close disposal well by AE3 or AE5, notify
      XTREME in writing and offer first rights matching terms to highest offer
      prevailing.

              


      

    

     

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
              6.

            	
              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.

            


    

    


    
      	
              7.

            	
              ENTIRE
      AGREEMENT. This Agreement embodies the entire understanding among
      the parties and merges all prior communications among them. Any amendment
      hereof 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 Oklahoma as per Settlement
Agreement.

            


    

    


    
      	
              8. 

            	
              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.

            


    

    


    
      	
              9. 

            	
              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.

            


    

     

     

     

    
 

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


     

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

    


    
      	
              Xtreme
      Oil & Gas, Inc.

            
	 
      	 
      
	
              By:

            	
              Will
      McAndrew III

            
	 
      	
              Willard
      G. McAndrew, III CEO

            


    

    


    STATE OF
TEXAS                                  )

                                                                      
 ) ss.

    COUNTY OF
Collin                           
     )

    


    


    Before
me, the undersigned, a Notary Public, in and for said County and State on this
12th day of January, 2009 personally appeared
Willard G. McAndrew, III CEO XTOG personally know 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 above listed 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:  6/5/2010

    


    
      	
              

            	
              /s/  Phyllis
      Ganjian                           
      

              Notary
      Public

            


    

    


    


    
      	
              Golden
      Phoenix Recovery, L.L.C., an Oklahoma limited liability
      company

            
	 
      	 
      
	
              By:

            	
              /s/
      Bruce Scambler

            
	 
      	
              Bruce
      Scambler, Managing Member

            
	 
      	 
      
	
              GPR,
      LLC, an Oklahoma limited liaibility company

            
	 
      	 
      
	
              By:

            	
              /s/
      Bruce Scambler

            
	 
      	
              Bruce
      Scambler, Managing Member

            
	 
      	 
      
	
              Merrick
      Property Development Ltd., an Oklahoma corporation

            
	 
      	 
      
	
              By:

            	
              /s/
      Bruce Scambler

            
	 
      	
              Bruce
      Scambler, president

            


    

     

    
 

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
 

    
      	
              Merrick
      Operating Company, an Oklahoma corporation

            
	 
      	 
      
	
              By:

            	
              /s/
      Bruce Scambler

            
	 
      	
              Bruce
      Scambler, president

            
	 
      	 
      
	
              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

            


    

    


    STATE OF
OKLAHOMA             
      )

                                                            
        ) ss.

    COUNTY OF
OKLAHOMA            
   )

    


    Before
me, the undersigned, a Notary Public, in and for said County and State on this
30th day of
December,
2008,
personally appeared Bruce Scambler, as Managing Member of olden Phoenix
Recovery, L.L.C.. Managing Member of Merrick Property Development Ltd. ("MPDL"),
an Oklahoma corporation, which MPDL was f/k/ a Access Operating Company, Inc.;
President of Merrick Operating Company, ("MOP"), an Oklahoma corporation;
Managing Member of South Kensington Ltd. Co., ("SKLC"), an Oklahoma limited
liability company; and Managing Member of JMEKS, Inc., ("JMEKS"), an Oklahoma
corporation (which GPR, MPDL, MOP, the BJS Trust, SKLC and JMEKS are
collectively referred to above as the "Assignors"), 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 above listed 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:

    


    
      	 
      	
               

            
	 
      	
              Notary
      Public

            


    

    


     

    
 

    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    
      	
              By:

            	
              /s/
      Bruce Scambler

            
	 
      	
              Bruce
      Scambler, president

            
	 
      	 
      
	
              Merrick
      Operating Company, an Oklahoma corporation

            
	 
      	 
      
	
              By:

            	
              /s/
      Bruce Scambler

            
	 
      	
              Bruce
      Scambler, president

            
	 
      	 
      
	
              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

            


    

    


    


    ASSIGNORS:

    


    STATE OF
OKLAHOMA           
          )

                                                                
       ) ss.

    COUNTY OF
OKLAHOMA            
      )

    


    Before
me, undersigned, a Notary Public, in and for said County and State on this 30th day of December, 2008, personally
appeared Bruce Scambler, as Managing Member of Golden Phoenix Recovery, L.L.C..
Managing Member of Merrick Property Development Ltd. ("MPDL"), an Oklahoma
corporation, which MPDL was f/k/ a Access Operating Company, Inc.; President of
Merrick Operating Company, ("MOP"), an Oklahoma corporation; Managing Member of
South Kensington Ltd. Co., ("SKLC"), an Oklahoma limited liability company; and
Managing Member of JMEKS, Inc., ("JMEKS"), an Oklahoma corporation (which GPR,
MPDL, MOP, the BJS Trust, SKLC and JMEKS are collectively referred to above as
the "Assignors"), 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 above listed for the
uses and purposes therein set forth.

    


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

    


    
      	
              

            	
              /s/  Barbara
      Douglas                   
      

              Notary
      Public

            


    

    



    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    Exhibit
A to Agreement

    


    SETTLEMENT
AGREEMENT

    


    This
agreement is entered into this 21st day of September 2005 by between the
following parties:

    


    Bruce
Scambler,

    Merrick
Energy Ltd. Co.,

    Merrick
Energy Development Ltd., Co.

    Merrick
Energy Development , LLC,

    Merrick
Property Development Ltd.(f/k/a/ Access Operating Company, Inc.)

    Merrick
Property Development, Inc.,

    Merrick
Operating Company,

    Merrick
Operating Co.

    Executive
Answers Global Leased Executives, Ltd.,

    Eagle
Employee Leasing, Inc.,

    Golden
Phoenix Recovery, LLC,

    JMEKS,
Inc.,

    Bruce
Scambler & Associates; and

    all
servants, agents, employees, representatives, successors, assigns and any
person, partnership, corporation, association or entity now or previously acting
directly or indirectly in the interest of or on behalf of the foregoing in any
capacity, who shall collectively hereinafter be referred to as the "Scambler
Entities", excluding TBK Energy and or Mike Butler; and

    


    b.           Jeff
Berlin, Access Energy 3, LLC and Access Energy 5, LLC and all servants, agents,
employees,
representatives, successors, assigns and any person, partnership, corporation,
association or entity now or previously acting directly or indirectly in the
interest of or on behalf of the foregoing in any capacity, who shall be
individually referred to as "AE3", "AE5" and "Berlin",
respectively.

    


    The
Scambler Entities and AE3, AE5 and Berlin agree to settle claims now asserted
against each other in the lawsuits styled Jeff
Berlin, Access Energy 3, LLC, and Access Energy 5, LLC v. Bruce Scambler, TBK
Energy Company, Merrick Energy, Ltd, Co., Oklahoma County Case No.
CJ-2005 -381; Duke Energy Field Services v.
Jeff Berlin, Bruce Scambler et al., Oklahoma County Case No.
CJ-2005-1059; Scambler & Associates v.
Access Energy II, L.L.C., Logan County Case No. CJ-2004- ; In Re: Access Energy 3, L.L. C. United States
Bankruptcy Court Case No. BK-05-11819-BH and In
Re: Access Energy 5, L.L.C.; United States Bankruptcy Court Case No.
BK-05-11818-BH upon the following terms and conditions:

    


    
      	
              I. 

            	
              Electricity

            


    

    


    
      	
            	
              1.

            	
              The
      25-0-1, 19-0-1, 24-0-3 wells shall be metered separately from the 25-0-2
      well.

            


    

    


    
      	
            	
              2.

            	
              AE3,
      AE5 and the Scambler Entities shall mutually cooperate in execution of
      separate contracts with CREC for the purchase of 400KW per day by AE3 and
      AE5 collectively d 200 KW per day by Scambler Entities, with separate
      billings;

            


    

    


    
      	
            	
              3.

            	
              Each
      party agrees to pay all expenses associated with maintaining and repairing
      the lines and poles supporting electricity to their respective wells. To
      the extent the lines and poles support electricity to a well owned by AE3
      or AE5 and a well owned by the Scambler entity, the cost shall be borne by
      both parties equally. Additionally, no parties shall take any action which
      would impair or impede the other party's ability to obtain electric
      service through existing facilities;
and

            


    

     

    
 

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


     

    
      	
            	
              4. 

            	
              The
      rebate received from CREC shall be split pro-rata between the parties
      basedon
      all future use commencing October 1, 2005
  forward.

            


    

    


    
      	
              II. 

            	
              Saltwater
      Disposal Well (19-W-1)

            


    

    


    
      	
               
      

            	
              1.

            	
              Scambler
      entities shall pay AE3 and AE5 the sum of $2,500 in total per annum for
      the use of the Saltwater Disposal
Well.

            


    

    


    
      	
               
      

            	
              2.

            	
              Scambler
      Entities shall quit claim and convey all their right, title and interest
      in and to the Saltwater Disposal Well
(19-W-1).

            


    

    


    
      	
               
      

            	
              3.

            	
              Scambler
      entities can use the Saltwater Disposal Well for the disposal of saltwater
      produced from the 25-0-2 only.

            


    

    


    
      
        	
              	
                4.

              	
                The
      payment of the $2,500 shall commence on the 1st day of January 2006 and
      shall be due
      each year thereafter on theist day of
  January.

              


      

    

     

    
      	
               
      

            	
              5.

            	
              In
      the event AE3 and AE5 decide to plug and abandon the Saltwater Disposal
      Well, Scambler entities shall have the first right of refusal to purchase
      the well at its Salvage Value to be determined by the parties at the time
      of sale.

            


    

    


    
      	
              III. 

            	
              25-0-3
      Well

            


    

    


    
      	
            	
              1.

            	
              AE3
      and AE5 shall quit claim all right, title and interest in and to any
      leases, equipment, well bore holes, contracts, and any other assets or
      appurtenances in and to the 25-0-3 well to the Scambler Entities and or
      their designees effective September 21,
2005.

            


    

    


    
      	
              IV. 

            	
              Scambler
      Entities' Overrides

            


    

    


    
      	
            	
              1.

            	
              Scambler
      Entities shall quit claim all right, title and interest in and to any
      overrides pertaining to the 25-0-1, 19-0-1, 24-0-3 wells and any future
      production from said wells ective September 21,
  2005.

            


    

    


    
      	
              V. 

            	
              Expenses
      and Royalties for the 25-0-1

            


    

    


    
      	
            	
              1.

            	
              AE3
      and AE5 shall accept responsibility for the following expenses: Morgan
      Invoice - $8,072.50; SPI Invoice - $22,750.00; Mayes Roustabout Invoice -
      $713.00; and Rouse- Field Supervisor - $1,700.00 and any late fees,
      interest fees and attorney's fees and costs pertaining to these invoices
      (collectively "Disclosed 25-0-1
Invoices");

            


    

     

    
      	
            	
              2.

            	
              AE
      and AE5 shall indemnify and hold harmless Scambler Entities from the
      Disclosed
      25-0-1 Invoices;

            


    

    
 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	
              3.

            	
              Scambler
      Entities shall indemnify and hold harmless AE3 and AE5 from any lienable
      claims in excess of the Disclosed 25-0-1 Invoices asserted by any entity
      providing material or services to the 25-0-1 well from and after June 1,
      2004 to September 21, 2005;

            


    

    


    
      	
            	
              4.

            	
              Royalties
      and Overrides accrued during the suspense of proceeds shall be paid out of
      the suspense account held by Duke Energy Field Services. AE3 and AE5 shall
      be responsible for issuing said payments as set forth in Article VIII
      (1);

            


    

    


    
      	
            	
              5.

            	
              Royalties
      and Overrides accrued from June 1, 2004 until September 21, 2005 shall be
      paid by Scambler Entities to the extent that such royalties and overrides
      are not attributable to production revenue now held in the suspense
      account. In the event the royalties and overrides are held in the suspense
      account, they shall be paid out of the suspense account;
    and

            


    

    


    
      	
            	
              6.

            	
              Royalties
      and Overrides accrued from September 21, 2005 shall paid by AE3 and
      AE5.

            


    

    


    
      	
              VI. 

            	
              Royalties
      on the 19-0-1 and 24-0-3

            


    

    


    
      	
               
      

            	
              1.

            	
              Scambler
      Entities agree to indemnify and hold harmless AE3 and AE5 on all royalties
      owed on the proceeds received from the sale of oil and gas commencing June
      1, 2004 to September 21, 2005 at 7:00 am, provided that any overrides owed
      to Jeff Berlin shall be excluded.

            


    

    


    
      	
              VII. 

            	
              Transfer
      of Title for the 25-0-1, 19-0-1, 24-0-3 and the Saltwater Disposal
      Wells

            


    

    


    
      	
            	
              1.

            	
              Effective
      September 21, 2005 at 7:00 am, Scambler Entities shall grant and convey
      all right, title and interest in and to any leases, equipment, well bore
      holes, contracts, and any other assets or appurtenances pertaining to the
      25-0-1, 19-0-1, 24-0-3 and the Saltwater Disposal Well (19-W-1)
      (collectively the "Wells") and shall specially warrant that the Scambler
      Entities are the record owners of title in and to the Wells, except for
      interest owned of record by TBK Energy or Mike Butler, and that they have
      not conveyed any right title or interest in and to the Wells to any other
      party except TBK Energy or Mike
utler;

            


    

    


    
      	
            	
              2.

            	
              Effective
      September 21, 2005 at 7:00 am, Scambler Entities shall quit claim any top
      leases, options to lease, or other agreements to obtain a mineral interest
      or leasehold interest covering all or any portion, of the SW V4 of S 19,
      T16N, 2E; SW 1/4 of S 24, T16N, 1E; and SW 1/4 of S25, T16N, lE in Logan
      and Lincoln Counties, Oklahoma.

            


    

    


    
      	
            	
              3.

            	
              Any
      right title or interest claimed by TBK Energy or Mike Butler in and to the
      Wells are not a part of this settlement agreement and AE3 and AE5 continue
      to maintain and assert all claims and objections to TBK Energy or Mike
      Butler's asserted interest in and to the
Wells.

            


    

    


    
      	
              VIII.

            	
              Cash
      Paid to Bruce Scambler

            


    

    


    
      	
            	
              1.

            	
              AE3
      and AE5 shall pay a designated Scambler Entity the sum of $45,000.00
      (within 3 business days of disbursement from Duke Energy Field Services)
      to be paid out of the proceeds now in suspense with Duke Energy Field
      Services and all remaining amounts in suspense shall be paid to AE3 and
      AE5 free from any claims related to any Scambler Entities. Bruce Scambler
      shall provide a royalty disbursement schedule based on ownership decks
      provided by Bruce Scambler and AE3 and AE5 shall pay said royalties with
      in 10 days of receipt of funds from Duke Energy Field Services;
      and

            


    

     

    
 

    
      
         


      

      
        11

        
          

        

      

      
         


      

    


     

    
      	
            	
              2.

            	
              AE3
      and AE5 shall grant and convey to a designated Scambler Entity the sum of
      $2,500 per month for twenty-four months to come out of production
      ("Production Payment") of the 25-0-1, 19-0-1, 24-0-3
  wells;

            


    

    


    
      	
            	
              3.

            	
              AE3
      and AE5 shall execute a reasonable agreement for the conveyance of the
      Production Payment.

            


    

    


    
      	
              IX. 

            	
              TBK
      Energy Expenses or Mike Butler

            


    

    


    
      	
            	
              1.

            	
              AE3
      and AE5 shall assume the liability relating to all service invoices of TBK
      Energy d/b/a Mike Butler for the 25-0-1, 19-0-1, 24-0-3 and the Saltwater
      Disposal Wells; and

            


    

    


    
      	
            	
              2.

            	
              Scambler
      entities shall assume the liability relating to all service invoices of
      TBK Energy or Mike Butler for the 25-0-2
well.

            


    

    


    
      	
              X.

            	
              Dismissal
      of Lawsuits

            


    

    


    
      	
            	
              1.

            	
              The
      parties shall cause to be filed dismissals with prejudice all claims
      asserted or could be asserted as to each other in the case styled
      Jeff Berlin,
      Access Energy 3, LLC, and Access Energy 5, LLC v. Bruce Scambler, TBK
      Energy Company, Merrick Energy, Ltd, Co., Oklahoma County Case No. CJ-2005
      -381 and the lawsuit styled Duke Energy Field Services v. Jeff Berlin,
      Bruce Scambler et al., Oklahoma County Case No. CJ-
      20051059;

            


    

    


    
      	
            	
              2.

            	
              Bruce
      Scambler and Access Energy II, LLC shall cause a joint dismissal with
      prejudice to be filed in the lawsuit styled Scambler & Associates v.
      Access Energy 2, L.L.C.; gan County Case No. CJ-2004-_______;
      and

            


    

    


    
      	
            	
              3.

            	
              The
      parties shall cause a stipulation of dismissal of the bankruptcy cases
      styled In Re: Access Energy 3, L.L.C. United States Bankruptcy Court Case
      No. BK-05-11819-BH and In Re: Access Energy 5, L.L.C.; United States
      Bankruptcy Court Case No. BK-05- '11818-
BH.

            


    

    


    
      	
              XI. 

            	
              Oil

            


    

    


    
      	
            	
              1.

            	
              All
      oil now in the tanks and all oil to be pumped into the tanks through
      September 21, 2005 shall be the property of AE3 and AE5 free of any claims
      of the Scambler Entities;

            


    

    


    
      	
              XII.

            	
              General
      Provisions

            


    

    


    
      	
            	
              1.

            	
              The
      AE3 and AE5 and Jeff Berlin represent and warrant that they have the
      proper authorization to enter into this Agreement and to bind the
      themselves to the terms and condition of this
  Agreement.

            


    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


     

    
      	
            	
              2.

            	
              The
      Scambler Entities and Bruce Scambler represent and warrant that Bruce
      Scambler has the proper authorization to enter into this Agreement and to
      bind all Scambler Entities to the terms and condition of this
      Agreement.

            


    

    


    
      	
            	
              3.

            	
              Each
      party acknowledges that the entering into of this Settlement Agreement is
      no admission of liability.

            


    

    


    
      	
            	
              4.

            	
              Each
      party acknowledges that it has read and understood the effect of this
      Settlement Agreement.

            


    

    


    
      	
            	
              5.

            	
              This
      Settlement Agreement contains the entire agreement between the parties. It
      supercedes any and all prior agreements, arrangements or understanding
      between the parties on all subjects in any way related to the transaction
      or occurrence described in this Settlement Agreement. No oral
      understandings, statements, promises or inducements contrary to or
      inconsistent with the terms of this Agreement
  exist.

            


    

    


    
      	
            	
              6.

            	
              This
      Settlement Agreement shall be governed by, construed, interpreted and
      enforced in accordance with the laws of the State of
    Oklahoma.

            


    

    


    
      	
            	
              7.

            	
              In
      the event it becomes necessary for any party to bring an action for
      enforcement of this Agreement, the prevailing parity shall be entitled to
      its reasonable attorney fees and costs incurred in such
      enforcement.

            


    

    


    
      	
            	
              8.

            	
              The
      Scambler Entities, AE3 and AE5 and Jeff Berlin agree to execute any and
      all ,documents and instruments necessary to fully and completely carry out
      and effectuate the rms of this
Agreement.

            


    

    


    
      	
            	
              9.

            	
              The
      parties shall be responsible for their respective attorney's fees and
      costs incurred in lawsuits and bankruptcy proceedings referenced in this
      Agreement and all signatory parties hereto shall execute a. general,
      mutual and complete release of all controversies, known or unknown,
      between the parties.

            


    

    


    Access
Energy 3, LLC

    


    


    by:  /s/  Access Energy
5, LLC

    Access
Energy 5, LLC

     

     

     

    
      13