exhibit_10-2.htm


    
      

    

    EXHIBIT 10.2 


     

    AGREEMENT
FOR SALE, ASSIGIIMENT AND RELEASE OF INTERESTS

    AGREEMENT
#2:

    "Cookie"
Well SE/4 of Section 25, Townshi.p 16 North, Range 1 East

     

    This
Agreement for Sale, Assignment and Release of Interests (this "Agreement") is
entered into as of this 29th 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, a total of approximately
      $130,000, the receipt and sufficiency of which is hereby acknowledged,
      thereby paying in full, the amount due of $30,000 for the property
      commonly known as the "Cookie Well" (as hereinbelow identified), which
      only the Cookie Well is the subject of this Agreement with the balance
      allocated pursuant to a separate agreement for other properties including
      but not limited to the properties commonly known as the "Winston Well,"
      the "Lionheart Well," both in Logan County and the "Oil Creek Well" in
      McClain County, all in Oklahoma;
and

            


    

     

    


    


    
      
        
        

      

      
        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 had agreed to acquire the well referenced in
      the EDP Agreement as the "Cookie" well and described as the property in
      the SE/4 of Section 25, Township 16 North, Range 1 East and also known as
      the Cookie's Merrick 25-0-2 well (referred to herein as the "Cookie
      Well"). The assignment provided under the EDP Agreement but not yet made
      by Assignors was for an 80% working interest in the Cookie Well for stock
      and cash to be paid of which the Assignors acknowledge, prior to the date
      hereof, the receipt of One Hundred Fifty Thousand (150,000) shares of
      common stock of XTOG by Assignors and $30,000 previously paid by XTREME to
      GEC : therefore, it is agreed and acknowledged by all of the Assignors
      that all payments of stock and cash due for the Cookie Well as referenced
      in the EDP Agreement has been paid in
full.

            


    

     

    
      	
              2.

            	
              ADDITIONAL WORKING
      INTEREST ACQUISITION. XTREME now agrees to acquire the balance of
      the working interest in the Cookie Well and the Assignors, jointly and
      severally, shall sell to XTREME the balance of the working interest in the
      Cookie Well and include same in the contemplated assignment due under the
      EDP Agreement such that XTREME shall own 100% of the working interests in
      the Cookie Wells based on a 75% (seventy-five percent) Net Revenue
      Interest.

            


    

     

    
      	
              3.

            	
              ADDITIONAL ASSETS
      TRANSFERRED. Assignors agree to sell and assign and by this
      Agreement (constituting a "bill of sale"), do sell and assign and XTREME
      agrees that it will acquire title and assume and liability for the
      following with the indicated values agreed upon for purposes of assessing
      a replacement value or insured
value:

            


    

    


    
      	
              Item

            	 	
              Replacement
      Value

            	 
	
              Wellbore
      to 5,100 ft. and surface Well Head

            	 	$	650,000	 
	
              Well
      bore site gas separator

            	 	$	12,000	 
	
              Tank
      pad gas separator

            	 	$	12,000	 
	
              Tank
      pad oil separator

            	 	$	8,000	 
	
              Two
      Oil tanks 300 bbl

            	 	$	18,500	 
	
              Reda
      cable approx 3/4
      mile to 3x 37.5 transformers

            	 	$	3,500	 
	
              3/4
      mile 4" poly pipe to disposal well laid

            	 	$	18,000	 
	
              1/2
      mile 3" poly pipe to gas pig laid

            	 	$	15,000	 
	
              Mobile
      propane tank

            	 	$	250	 


    

    


     

    
      	
              4.

            	
              CONSIDERATION:
      XTREME has agreed to deliver and now confirms that the following
      entities shall receive One Hundred Thousand Shares of common stock of
      XTREME (the "Stock") which shall be the full consideration and payment in
      full for the "Additional Working Interests" to be conveyed which, together
      with interests to be conveyed pursuant to the EDP Agreement, shall result
      in XTREME owning 100% (all) of the working interests in the Cookie
      Well:

            


    

                     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      
        	 E Bert
      Valentine 	 25,000
      shares
	 Jim
      Bailey  	 50,000
      shares
	 The BJS
      Trust 	 25,000
      shares


      

       

    

    
      	
              5.

            	
              POST-DELIVERY
      OBLIGATIONS  OF THE PARTIES. XTREME agrees that it is
      responsible for obtaining any new leases or pooling or ratification, at
      its cost to complete the leasing of the entire quarter-section for 100% of
      the working interest based on a 75% (seventy-five percent) Net Revenue
      Interest (the "Working Interest") and any title opinion it deems
      necessary. The Assignors acknowledge receipt of the $30,000 cash which,
      pursuant to the EDP Agreement, was due and is now agreed to have been paid
      and, upon issuance of the shares specified in paragraph 4 above, therefore
      confirm that they 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. It is understood by
      XTREME that the Cookie Well has been off line due to shut in from a 3rd
      Party litigation from S19-0-1 SWD Disposal Well. 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.

            


    

     

    
      	
              6.

            	
              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 Cookie 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 Cookie 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.

            


    

     

    
      	
              7. 

            	
              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-Five (75%) 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.

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              8.

            	
              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 Cookie 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 Cookie
      Well is situated.

            


    

     

    
      	
              9.

            	
              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.

            


    

     

    
      	
              10.
      

            	
              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
      Texas.

            


    

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
      	
              11.

            	
              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.

            


    

     

    
      	
              12.

            	
              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.

            


    

     

    (signatures
on the following page; balance of this page left blank)

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    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 liability 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/d3/10/01, a family trust
	 	 	 
	By:	 /s/ Bruce Scambler	 
	 	 Bruce
      Scambler, trustee	 
	 	 	 
	South Kensington
      Ltd. Co., an Oklahoma limited liability company
	 	 	 
	By:	 /s/ Bruce Scambler	 
	 	 Bruce
      Scambler, Managing Member	 
	 	 	 
	JMEKS, Inc,.
      Oklahoma corporation	 
	 	 	 
	By:	 /s/ Bruce Scambler	 
	 	 Bruce
      Scambler, president	 


    

     

     

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Schedule
A to"Cookie" Agreement

    Filing
doc Page 1 of 4

     

    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, 100% (all) of the working
interests, being a seventy-five (75%) 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
Logan County, State of Oklahoma as more fully described on Exhibit "A" but being
referenced as :

     

    
       
SUBJECT
ACREAGE : The SE/4 of Section 25, Township 16 North, Range 1 East Logan 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 75% 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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    Filing
doc Page 2 of 4

     

    Executed
this 29th
day of December,
2008.

     

    ASSIGNORS:

     

    
      	 Golden Phoenix
      Recovery, L.L.C.
	 	 
	        
      /s/ Bruce Scambler	 
	 By: Bruce
      Scambler, Managing Member
	 	 
	 South
      Kensington, Ltd, Co.
	 	 
	        
      /s/ Bruce Scambler	 
	 By: Bruce
      Scambler, Managing Member


    

     

    


     

    


     

    
      	 STATE OF
      OKLAHOMA	 )
	 	 )
  SS.
	 COUNTY OF
      LOGAN	 )


    

     

    Before
me, the undersigned, a Notary Public, in and for said County and State on
this 28th day of December, 2008,
personally appeared Bruce Scambler, as Golden Phoenix Recovery, L.L.C.. and
Managing Member of South
Kensington Ltd. Co., 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: 4/27/10

     

    
      	 	/s/ Sou
      Kongvongsay                           
      
	 	Notary
    Public


    

     

    

     

     

    
      
        
        

      

      
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      Filing
doc Page 3 of 4

    

     

    Exhibit.
A

     

    Any and
all interests pooled, cured or acquired wad purchased by payment of the pooled
lease interest rates under and by Order Attached to and made a part thereto to
that certain Assignment of Working Interest and Overriding Royalty Interest with
under Pooling Order No. 503718 being all interests in The SE/4 of Section 25,
Township 16 North, Range 1 East for the following Mineral Owners

     

    Charles
C Peppers Jr and Marlene H Peppers Trustees of the Peppers Joint
Revocable Trust

    Charles C Peppers III


    Agnes
Haver

     

     

    
      	 Lease No.
      1	 
	 Dated:
    	 Oct 25th
      2004
	 Lessor:	 Herbert L.
      Speight
	 Lessee:	 GPR
      L.LC.
	 Description:	 The W/2 of the
      SE/4 Section 25, T16N, R1E, Logan County, Oklahoma
	 Recorded:	 Book       
      1822/Page: 465 - 467
	 	 
	 Lease No.
      2	 
	 Dated:
    	 Oct 18th
      2004
	 Lessor:	 Warren K. Boyd
      and Judith Boyd, Husband and Wife
	 Lessee:
    	 GPR
      L.L.C.
	 Description:
      	 The E/2 of the
      SE/4 Section 25, T16N, R1E, Logan County, Oklahoma 
	 Recorded:	 Book       
      1822/Page: 438 - 440
	 	 
	 Lease No.
      3	 
	 Dated:
    	 Oct 8th
      2004
	 Lessor:	 Melba Jeanne
      Bryan
	 Lessee:
    	 GPR
      L.L.C.
	 Description:	 The E/2 of the
      SE/4 Section 25, T16N, R1E, Logan County, Oklahoma
	 Recorded:	 Book        
      1822/Page: 441 - 443
	 	 
	 Lease No.
      4	 
	 Dated:
    	 Oct 8th
      2004
	 Lessor:
    	 Betty Lou
      Scott
	 Lessee:
    	 GPR
      L.L.C.
	 Description:	 The E/2 and
      the W/2 of the SE/4 Section 25, T16N, R1E, Logan County,
  Oklahoma
	 Recorded:	 Book        
      1822/Page: 444 - 446
	 	 
	 Lease No.
      5	 
	 Dated:	 Oct 12th
      2004
	 Lessor:	 Joyce L. Spallinger
      life tenant, Allen Ray Spallinger & Gloria
      M. Zerr, JT Remaindermen
	 Lessee:
    	 GPR
      L.L.C.
	 Description:	 The E/2 of the
      SE/4 Section 25, T16N, R1E, Logan County, Oklahoma
	 Recorded:	 Book         
      1822/Page: 447 - 449


    

     

    
       

      
        
          
          

        

        
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        Filing
doc Page 4 of 4



       

      
        	 	 
	 Lease No.
      6	 
	 Dated:
    	 Oct 7th
      2004
	 Lessor:
    	 Alvin Lee
      Jones
	 Lessee:
    	 GPR
      L.L.C.
	 Description:	 The E/2 of the
      SE/4 Section 25, T16N, R1E, Logan County, Oklahoma
	 Recorded:	 Book       
      1822/Page: 450 - 452
	 	 
	 Lease No.
      7	 
	 Dated:	 Oct 8th
      2004
	 Lessor:	 McIntyre
      Family Trust
	 Lessee:
    	 GPR
      L.L.C.
	 Description:	 The
      E/2 of the SE/4 Section 25, T16N, R1E, Logan County,
      Oklahoma
	 Recorded:	
                 Book        
      1822/Page: 453- 455

              


         

      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

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