exv10w14










			
	
	 	Exhibit 10.14
	 	 	 
	September 15th, 2009
	 	CONFIDENTIAL MEMO






Mr. Monty Vogler

Bluff Creek Petroleum LLC

4625 North 1st Street

Abilene, Texas 79603





	Re: 	 	Purchase Offer — Letter of Intent w/ Oil Price Clause





Dear Mr. Vogler:



NYTEX Petroleum, Inc. (NYTEX) is pleased to offer to purchase 100% working interest in
certain oil and gas leases of Bluff Creek Petroleum LLC (Bluff Creek) consisting of
eight producing oil leases and three undeveloped leases in Jones County, Texas. The
terms and conditions of the offer are as follows:





	 	1.	 	The list of Bluff Creek oil and gas leases to be purchased
are 100% working interest in the leasehold acreage in total and existing
production from all the wellbores (producing & non-producing) in:





	 	 	 	 	 
	 	 	RRC
	 	 	LEASE
	BLUFF CREEK LEASE NAME	 	ID
	HALL, A.D.
	 	 	20284	 
	KISER
	 	 	29606	 
	KISER
	 	 	30121	 
	KISER “A”
	 	 	29459	 
	KISER “B”
	 	 	30029	 
	REYNOLDS
	 	 	29182	 
	REYNOLDS, ELBERT
	 	 	22812	 
	RIGGS
	 	 	29748	 







	 	•	 	The three undeveloped, undrilled leases included in
this purchase offer are the R. Doty, B.J. Doty and Markham leases.






	 	2.	 	NYTEX purchases 100% ownership in all lease and well
equipment, tank batteries,
SWD pumps and equipment — any and all lease and well equipment in these 11
total leases.
	 
	 	3.	 	At closing, Bluff Creek will transfer operations making NYTEX
the ‘Operator of
Record’ in actively managing the production and project development plans.
Such transference of operations on the subject leases to NYTEX will be effectuated
by Bluff Creek and NYTEX executing Texas Railroad P-4 change of operatorship forms.




Dallas office: 12222 Merit Drive, Suite 1850  •  Dallas. Texas 75251  •  Phone: 972•770•4700•  Fax: 972•770• 4701
 

N.Y. office N. Y. Mercantile Bldg.  •  One North End Ave. Suite 1301  •  N.Y., N.Y. 10282  •  Phone: 212•766•5995 • Fax: 212•766•2424



















 












	 	4.	 	At closing NYTEX will pay a cash payment to Bluff Creek Petroleum LLC of
$5,000,000.
	 
	 	5.	 	Within fifteen business days of both parties signing this Purchase Offer,
and upon
NYTEX’s confirmation of lease operating costs for the leases to be acquired
averaging $10,000 per month or less, NYTEX will pay a $50,000 cash payment as
earnest money to Bluff Creek which shall count toward the $5,000,000 total purchase
price. Such fifteen day time period, includes five business days in which Bluff Creek
makes available to NYTEX the relevant data for NYTEX to verify historical revenues
and lease operating expenses for the leases to be acquired, and if the lease operating
costs exceed an average of $10,000 per month, NYTEX will revise its offer price
accordingly.
	 
	 	6.	 	Within ninety days of both parties signing this Purchase Offer, NYTEX
will complete
its full due diligence for the leasehold, wellbores and equipment to be acquired
herein. If for some reason during the due diligence process an incurable title defect
is
discovered after NYTEX has delivered the earnest money described in Paragraph 5
above, Bluff Creek will return the earnest money to NYTEX.
	 
	 	7.	 	OIL PRICE VARIANCE CLAUSE — This Letter of Intent is tied to a given
NYMEX
(Plains Marketing, LP) WTI spot price as a basis ($64.75 on 9/14/09) — if there is any
variance over 10% plus or minus this basis price, then either Bluff Creek or NYTEX
has the option & right to re-evaluate this Contract offer price for the 11 oil leases.
This clause protects both parties from excessive price volatility during the term of
this
letter agreement and during the due diligence process.
	 
	 	8.	 	Upon mutual agreement and execution by both parties of this Purchase
Offer,
NYTEX will begin a due diligence period during which Bluff Creek will make
available its accounting books, production and workover records, title opinions and
leases to NYTEX at mutually agreeable times at the offices of Bluff Creek
Petroleum..
	 
	 	9.	 	During the due diligence period, a mutually agreeable Purchase and Sale
Agreement
will be prepared for execution on or before the closing date of December
15th,
2009.
	 
	 	10.	 	The Purchase and Sale Agreement that will be prepared shall provide that
Monty G.
Vogler shall have the first right of refusal to purchase the leases should NYTEX, its
successors or assigns ever elect to offer the leases for sale at any time in the
future, so
long as any of the leases have an open wellbore.
	 
	 	11.	 	NYTEX, its successors or assigns agree to provide Monty G. Vogler in a
timely
manner, with a copy of all logs, well site analysis, formation sample description and
perforation intervals pertaining to all new wells drilled on the leases.




NYTEX plans to work out a mutually agreeable plan where Bluff Creek is contracted for certain
administrative services such as invoicing, production reporting, RRC filing reporting and















 







permitting. Contract period will be at least 90 days during the initial ‘transition’ period, and
can be extended to a longer term as agreed upon by both parties.



NYTEX would also like to contract Mr. Vogler for part time consulting services (operations,
production maintenance) at a mutually agreeable consulting rate for the 90 day initial
‘transition’ period, and can be extended to a longer term as agreed upon by both
parties.



If the terms and conditions of this Purchase Offer are acceptable to you, please so indicate by
signing in the space provided below.




	 	 	 	 	 
	Respectfully submitted,

 	 	 
	/s/ Michael Galvis
 	 	 
	NYTEX Petroleum, Inc. 	 	 
	Michael Galvis

President and CEO 	 	 
	 



	 	 	 	 	 
	AGREED TO AND ACCEPTED BY: 	/s/ Monty Vogler
 	 	 
	 	Monty Vogler, Bluff Creek Petroleum LLC 	 	 
	 	 	 
	 



Date: September 15th                      ,2009