ex10-69.htm

Exhibit 10.69


    SURFACE
      LEASE

    Matagorda
      County, Texas

    


    THIS
      LEASE is made and entered into as of the 1st day of
      August,
      2007, but effective on January 1, 2007, by and between CENTURY ASSETS
      CORPORATION, a Delaware corporation with an office in Houston, Texas (Lessor),
      and CENTURY RESOURCES INC., a Delaware corporation with offices in Houston
      Texas
      (Lessee),

    


    WITNESSETH:

    


    1.
      That
      Lessor, in consideration of the rents, covenants and agreements as hereinafter
      set forth, does by these presents Lease and let unto Lessee, for surface use
      only, the following described property with all appurtenant Pipeline equipment
      and facilities and all associated rights-of-way and other real property
      interests, if any; situated in the Country of Matagorda, State of Texas,
      to-wit:

    


    Five
      acres of land, more or less, situated north of Intracoastal Canal and east
      of
      State Farm Road No. 457 out of the C.G. Hamill 4764 acre tract in the Wm. Baxter
      League, Abstract No. 4, Matagorda County, Texas, and more particularly described
      as follows:

    


    BEGINNING
      at the south corner of the hereinafter described 5-acre tract, said corner
      and
      point of beginning bears North 31° 04′ West, with the center line of State Farm
      Road No. 457, a distance of 2053.11 feet from the point of intersection of
      the
      center line of said road with the northwest right-of-way line of the
      Intracoastal Canal;

    


    THENCE,
      at 50.00 feet from and parallel to the center line of said road, North 31° 04′
West 466.69 feet to a point for the west corner of said 5-acre
      tract;

    


    THENCE,
      North 58° 56′ East 456.69 feet to a point for the north corner of said
      5-acres;

    


    THENCE,
      South 31° 04′ East 466.69 feet to a point for the east corner of said
      5-acres;

    


    THENCE,
      South 58° 56′ West 466.69 feet to the point of beginning and containing 5.00
      acres of the land.

    


    2.
      Unless
      sooner terminated by Lessor in the manner hereinafter provided, the term of
      this
      lease shall be for a period of one (1) year commencing on January 1, 2007 and
      shall continue thereafter for successive periods of one (1) year each, until
      terminated by either Lessor or Lessee, upon thirty (30) days prior written
      notice.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.
      Lessee, in consideration of the leasing of the premises as above set forth,
      covenants and agrees to pay Lessor, its successors or assigns, as rent for
      the
      same, the sum of Twelve Thousand Dollars ($12,000.00) annually, the first
      payment to be made in advance at the time the Lease is executed by Lessee,
      and
      on January 1st
      of each year thereafter during the term hereof.  In the event Lessee
      shall fail to pay said rental upon the first day of each succeeding yearly
      period as herein provided, this Lease shall terminate in the manner hereinafter
      set out.

    


    4.
      Lessee
      shall have the right to terminate this Lease at the end of any calendar month
      by
      giving Lessor notice in writing thirty (30) day prior to the end of any such
      calendar monthly period of its desire to terminate the same, addressed to Lessor
      at the address set out below.

    


    5.
      Lessor
      reserves the right to terminate this Lease as to any or all of the lands covered
      hereby at any time it desires to do so by giving to Lessee notice, in writing,
      of its desire to do so, addressed to Lessee at the address set out
      below.  This lease shall terminate within five (5) days after receipt
      of such notice from Lessor, and Lessee covenants to peacefully vacate and
      surrender the premises so terminated. Upon termination of the Lease at any
      time
      before the end of any period for which rent is herein provided, Lessor shall
      return to Lessee any unearned portion of the rental money paid
      hereunder.

    


    6.
      Lessee
      shall place no additional improvements on the property without first obtaining
      the prior written consent of Lessor. Lessee shall not cut any fences on the
      premises or damage any improvements of Lessor now situated thereon, keeping
      all
      fences in good repair and maintained, keep the ditches and drains, if any,
      in
      proper condition and clean the same whenever necessary, and shall mow and
      otherwise keep the property in a manner acceptable to Lessor.  Failure
      to do so will result in termination of the Lease.

    


    7.  Lessor
      reserves full right of ingress and egress, with the right to go over and across
      the premises herein leased to reach other lands belonging to Lessor, and to
      have
      access to said property at all times to the fullest extent, and Lessee does
      hereby relieve Lessor from any and all responsibility and liability for loss,
      damage or injury to any of Lessee’s property caused by or arising out of
      Lessor’s use of the premises covered by this Lease.  Lessee assumes
      the entire responsibility and liability for any injury or damage to Lessor,
      its
      agents, servants or employees, third parties, or the premises, arising out
      of
      the use of the property by Lessee under this lease, and agrees to defend and
      suit or action brought against Lessor or its agents and to pay all damages,
      costs and expenses, including attorney’s fees, in connection therewith or
      resulting therefrom.

    


    8.  Warranty
      by Lessor.  It is understood and agreed that Lessor’s lease of the
      Property is made AS IS, WHERE IS, WITHOUT WARRANTY EXPRESSED OR IMPLIED AND
      THAT
      LESSEE WAIVES THE WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
      PURPOSE.  This Lease is made only insofar as the Lessor has a legal
      right to lease an interest in the rights-of-way over which any Pipeline ‘extends
      under the terms and conditions of the right-of-way agreements
      under which Lessor now holds.  Lessor is not conveying any interest in
      real property, including but not limited to, any fee or leasehold interest
      in
      the lands above, beneath, or adjacent to the Land, except and non-exclusive
      license or right to occupy and use such lands pursuant to and in accordance
      with
      any Pipeline right of way agreements held by Lessor pertaining to operations
      in
      the Sargent South Field.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    9.
      Use, Operation, Maintenance, and Improvement of Leased Property by
      Lessee.

    


    
      	
               

            	
              (a)

            	
              Lessee
                or its designee shall act as operator of the Property and Pipeline.
                Operator shall perform its duties and obligations hereunder as an
                independent contractor and as an independent contractor, shall be
                solely
                responsible for its employees and equipment.  Neither Operator
                nor its employees shall at any time represent to any third party
                that
                Operator or any of its employees is the agent, representative, employee
                or
                servant of Owner.  Operator at its own expense, shall perform or
                cause to be performed all routine work, including but not limited
                to
                operational, repair, improvement, maintenance, alteration, inspection,
                testing, protection and other operations and activities with respect
                to
                the pipeline and facilities as are reasonably necessary to maintain
                the
                facilities in a “first-class operation condition” in accordance with rules
                and regulations of the Railroad Commission of Texas.  Operator
                shall perform all such acts as may from time to time be necessary
                or
                advisable for the orderly, safe and efficient operation of facilities.
                Lessee shall be responsible for costs associated with right-of-way,
                pipeline integrity, repairs, or
                taxes.

            


    

    


    
      	
               

            	
              (b)

            	
              All
                costs associated with the use, operation, maintenance, and improvements
                of
                the Leased Property and Pipeline by Lessee, including payment of
                rent,
                capital expenditures and operating costs, shall be borne by Lessee
                during
                the term of the Lease.  Lessee shall bear all the cost of new
                hook-ups, and appurtenances and equipment installation necessary
                to use
                the Pipeline for gathering of gas and hydrocarbons and operating
                and
                maintaining the Leased Property including new right-of-way costs
                and these
                aforementioned shall stay the property of
                Lessee.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Leased Property and Pipeline shall be used for transportation of
                gas or
                gathering of hydrocarbons, and storage of
                equipment.

            


    

    


    
      	
               

            	
              (d)

            	
              Lessee
                agrees to operate and maintain the Leased Property and Pipeline in
                good
                working order and in accordance with Lessee’s normal operating procedures,
                and in substantial compliance with all applicable safety, regulatory
                and
                environmental regulations and laws.  Lessee agrees to comply
                with all laws, statues, ordinances and governmental rules, regulations
                or
                requirements now in force or which may hereafter be in force, relating
                to,
                or arising from the use of the Leased
                Property and Pipeline.  In addition, Lessee agrees to comply
                with the terms and conditions of those of Lessor’s right-of-way
                agreements, franchises, or other agreements that are directly related
                to
                Lessee’s obligations hereunder for the Leased Property and Pipeline. If
                Lessee receives notice of the violation of any such law, statue,
                ordinance, or governmental rule, regulation or requirement, it shall
                promptly notify Lessor thereof. Likewise, in the event that Lessor
                receives notice of the violation of any such law, statute, ordinance,
                or
                governmental rule, regulation or requirement, it shall promptly notify
                Lessee thereof.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (e)

            	
              In
                complying with the above-referenced laws and agreements, lessee agrees
                to
                conduct such tests, file such reports, and take any and all actions
                necessary to be in compliance as stated in this Section.  Lessee
                also agrees to furnish to Lessor results of all tests and, at Lessor’s
                request from time to time, other information, such as operating pressure
                and inspection repots, pertaining to the use of the
                Pipeline.

            


    

    


    
      	
               

            	
              (f)

            	
              Lessee
                shall, at its expense, operate the Leased Property and
                Pipeline.  So long as this Lease is in force, Lessee shall
                monitor the Pipeline for any leaks and communicate to Lessor and
                shall
                repair all leaks and damages resulting there from or arising in any
                way in
                connection with the Pipeline.  Lessee will provide and maintain
                cathodic protection for the Pipeline.  All additions,
                replacements, and/or repairs shall conform to Lessor’s standards of
                pipeline design and constructions.  Lessee shall provide Lessor
                prior advance notice of any planned additions to the Leased Property
                or
                Pipeline.  Lessor shall have the right to review all design and
                construction plans related to the Leased Property and the
                Pipeline.  Lessor’s review of said designs and construction
                plans shall in no way relieve Lessee of any liability arising out
                of any
                additions.  Lessee shall have the right to make emergency
                repairs to the Leased Property and the Pipeline without the consent
                of the
                Lessor so long as such repairs conform to federal, state, and/or
                local
                regulations as well as good industry practice.  In the event
                Lessee makes such emergency repairs, Lessee agrees to notify Lessor
                of
                such repairs as soon as practical thereafter.  Lessee shall be
                responsible for all such costs to maintain, repair, and operate Leased
                Property and Pipeline (such as payment of rent, mowing, and
                others).

            


    

    


    
      	
               

            	
              (g)

            	
              Lessee
                shall place line markers or ensure that proper line markers are in
                place
                on the Pipeline

            


    

    


    
      	
               

            	
              (h)

            	
              Lessor
                shall have the right to physically inspect the Leased Property, at
                Lessor’s sole expense, at any time.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (i)           Lessee
      shall retain all written records pertaining to the operation of the Leases
      Property for a minimum of two years.

    


    10.  Environmental
      Responsibilities.  Lessor shall remain responsible for all
      liabilities associated with any leaks, spills, or discharges or hydrocarbons
      or
      other contaminants from the Leased Property which occur prior to the Lease
      Commitment Date.  Lessee shall be responsible for all liabilities
      associated with any leaks, spills or discharges of hydrocarbons or other
      contaminants from the Leased Premises which occur during the term of this
      lease.  If a spill, leak, or discharge of hydrocarbons or other
      contaminants from the Leased Property should occur during the term of this
      Lease, then the costs associated with the remediation of the site shall be
      borne
      by Lessee.  Lessee shall promptly notify Lessor of any material spill,
      leak or discharge of hydrocarbons from the leased Property during the term
      of
      this Lease.

    


    11.
      Indemnification by Lessee.  LESSEE SHALL BE RESPONSIBLE FOR AND
      SHALL RELEASE, DEFEND, INDEMNIFY AND HOLD LESSOR, ITS PARENT COMPANIES,
      SUBSIDARIES, AFFILATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
      AND
      AGENTS, HARMLESS FROM AND AGAINST ANY AND ALL FINES, PENALTIES, ASSESSMENTS,
      CLAIMS, DEMANDS, DAMAGES, COSTS, EXPENSES, LIABILITIES, SUITS OR ACTIONS OF
      WHATSOEVER NATURE (INCLUDING ATTORNEY’S FEES) FOR THE VIOLATION OR ALLEGED
      VIOLATION OF ANY STATUTES, LAWS, ORDINANCES, RULES OR REGULATIONS, AND FOR
      LOSS
      OR DAMAGE TO ANY PROPERTY (INCLUDING, WITHOUT LIMITATION, ENVIRONMENTAL
      DAMAGES), ARISING OUT OF OR RESULTING FROM: (A) LESSEE’S USE, POSSESSION,
      OPERATION, MAINTENANCE OR REPAIR OF THE LEASED PROPERTY DURING THE TERM OF
      THIS
      LEASE; (B) ANY COST FOR WHICH LESSEE IS RESPONSIBLE UNDER THIS LEASE; OR (C)
      THE
      NONPERFORMANCE OF ANY OBLIGATION OF LESSEE UNDER THIS LEASE, REGARDLESS OF
      WHETHER IT IS CAUSED IN PART BY THE NEGLIGENT ACT OR OMISSION OF LESSOR OR
      ANY
      OF ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES.  CONCERING ANY AND
      ALL CLAIMS AGAINST LESSOR OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS OR EMPLOYEES
      BY ANY EMPLOYEE OF LESSEE, OR ANYONE DIRECTLY OR INDIRECTLY EMPLOYEED BY LESSEE,
      OR ANYONE FOR WHOSE ACTS LESSEE MAY BE LIABLE, THE INDEMNIFICATION OBLIGATION
      UNDER THIS PARAGRAPH SHALL NOT BE LIMITED IN ANY WAY BY ANY LIMITATIONS OF
      THE
      AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER WORKERS’
COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT
      ACTS.  LESSEE AGREES TO INDEMNIFY AND HOLD LESSOR HARMELESS FROM ANY
      LOSSES ON ACCOUNT OF, RELATED TO OR ARISING FROM THE PRESENCE OF ANY
      HAZARDOUS/TOXIC WASTE OR SUBSTANCE, KNOWN OR UNKNOWN, INTRODUCED BY LESSEE
      IN OR
      AROUND LESSOR’S PROPERTY.  LESSEE AGREES AND ACKNOWLEDGES THAT LESSOR
      SHALL BEAR NO LIABILITY FOR WORK PERFORMEND BY ANY SUBCONTRACTOR SECURED AT
      LESSEE’S REQUEST OR FOR THE LESSEE’
      BENEFIT AND FURTHER AGREES TO INDEMNIFY AND HOLD LESSOR HARMLESS FROM ANY
      LIABILITY FOR ANY LOSSES (WHETHER CAUSED IN WHOLE OR IN PART BY LESSOR’S
      NEGLIGENCE) CAUSED DIRECTLY OR INDIRECTLY BY SUCH SUBCONTRACTOR.  THE
      FOREGOING INDENMINITIES SET FORTH IN THIS AGREEMENT ARE INTENDED TO BE
      ENFORCEABLE AGAINST THE PARTIES HERETO IN ACCORDANCE WITH THE EXPRESS NEGLIGENCE
      RULE OR ANY SIMILAR DIRECTIVE THAT WOULD PROHIBIT OR OTHERWISE LIMIT INDEMNITIES
      BECAUSE OF THE NEGLIGENCE (WHETHER CONCURRENT, ACTIVE OR PASSIVE) OR OTHER
      FAULT
      OR STRICT LIABILITY OF LESSOR.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IT
      IS
      AGREED WITH RESPECT TO ANY LEGAL LIMITATION NOW OR HEREAFTER IN EFFECT AND
      AFFECTING THE VALIDITY OR ENFORCEMENT OF THE INDEMNIFICATION OBLIGATION UNDER
      THE PRECEDING PARAGRAPH, SUCH LEGAL LIMITATIONS ARE MADE A PART OF THE
      INDEMNIFICATION OBLIGATION AND SHALL OPERATE TO AMEND THE INDEMNIFICATION
      OBLIGATION TO THE MINIMUM EXTENT NECESSARY TO BRING THE PROVISION INTO
      CONFORMITY WITH THE REQUIREMENTS OF SUCH LIMITATIONS, AND AS SO MIDIFIED, THE
      INDEMNIFICATION OBLIGATION SHALL CONTINUE IN FULL FORCE AND EFFECT.

    


    12.  LESSOR
      AND LESSE EXPRESSLY AGREE THAT, TO THE EXTENT REQUIRED BY APPLICABLE LAW TO
      BE
      EFFECTIVE, THE INDEMNITIES CONTAINED HEREIN ARE “CONSPICUOUS.”

    


    13.
      Insurance.  Lessee, at its sole expense, shall obtain and
      maintain all insurance coverages necessary to fully indemnify Lessor, including
      workers’ compensation, employers’ liability, comprehensive automobile liability
      and contractual liability, naming Lessor as additional insured. Each of the
      policies shall be endorsed to waive any rights of subrogation against Lessor,
      its subsidiaries, parent and affiliated companies and their agents,
      representatives, shareholders, officers, directors, and
      employees.  Each policy, except Worker’s Compensations, shall be
      endorsed to name Lessor as an additional insured.  Lessee agrees to
      furnish Lessor with a Certificate of Insurance evidencing coverage, and shall
      not materially change or cancel any coverage without providing thirty (30)
      days
      prior written notice to Lessor.  All insurance policies required
      herein shall be “per occurance” policies, and not “claims made”
policies.  The insurance requirements herein shall be separate and
      distinct from the indemnity obligations set forth herein.

    


    14.
Waiver.  Lessor’s
      failure to insist on performance of any of the terms and conditions or to
      exercise any of the rights or privileges contained herein, or Lessor’s waiver of
      any breach hereunder, shall not thereafter waive any other terms, conditions
      or
      privileges contained herein or future breaches.

    


    15.
Authority.  Lessor
      and Lessee each separately for itself warrants and represents that the
      individual signing this Lease on behalf of Lessor and Lessee each separately
      for itself has the authority to enter into this Lease on behalf of Lessor and
      Lessee, and that upon execution this Lease shall be binding upon Lessor and
      Lessee.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    16.
      Attorneys’ Fees And
      Expenses.  In the event Lessor prevails in the prosecution of
      defense of any claims in litigation or arbitration between the parties hereto,
      Lessee agrees to pay all attorneys’ fees, expert and consultant costs, and all
      other reasonable and necessary expenses incurred by Lessor in such litigation
      or
      arbirartion.

    


    17.
Force
      Majeure.  Except for the payment of any monies which may become
      due hereunder and the obligation of indemnity and insurance by Lessee contained
      herein, each party shall be absolved from the obligations under this Lease
      when
      and to the extent that performance is delayed or prevented by reason of acts
      of
      God, flood, explosion, war, riots, strikes, labor disputes, embargo, or
      governmental laws, order or regulations, or other conditions beyond the
      reasonable control of the affected party.  The affected party shall,
      however, exhibit its best efforts to avoid or remove the cause or causes of
      its
      nonperformance as expeditiously as possible.

    


    18.
Environmental
      Compliance.
      Lessee further agrees that it shall be totally responsible for any and all
      waste
      and/pr hazardous substances introduced by Lessee and shall perform all clean-up
      and removal of such substances. In the event Lessee does not perform such
      clean-up and/or removal, Lessor may perform clean-up and removal of such
      substances and Lessee shall reimburse Lessor for all cost and expenses thereof,
      including attorney’s fees. LESSEE SHALL INDEMNIFY LESSOR FOR ALL LOSSES,
      DAMAGES, CLAIMS, DEMANDS, COSTS, CHARGES, AND OTHER EXPENSES, INCLUDING
      ATTORNEYS’ FEES, AS WELL AS EXPERTS AND CONSULTANT FEES, INCURRED BY LESSOR
      RELATED TO SUCH CLEAN-UP AND/OR REMOVAL, EVEN IF THE LOSSES, DAMAGES, CLAIMS,
      DEMANDS, COSTS, FEES, AND EXPENSES ARE CAUSED BY OR CONTRIBUTED TO BY THE
      NEGLIGENCE OF LESSOR. The indemnities in this paragraph shall be in addition
      to any other indemnity obligation between Lessor and Lessee, including any
      other
      indemnity obligation contained herein.

    


    19.
Permits.
      Lessor shall
      procure and keep in effect at all times all permits and licenses required by
      any
      federal, state or local governments or regulatory agency in connection with
      the
      Property and the Pipeline and shall promptly produce evidence of same to Lessee
      upon demand.

    


    20.
      Termination.

     

    
      	
               

            	
              (a)

            	
              Upon
                the expiration or termination of the Lease, the Lessee shall immediately
                surrender possession of the Leased Premises in the same condition
                as
                received on the Lease Commencement date, reasonable wear and tear
                accepted, and shall have no further right, title or interest in the
                Property.

            


    

    


    
      	
               

            	
              (b)

            	
              Within
                thirty (30) days of the termination of the Lease, Lessee shall be
                permitted, but not required, to remove all items of equipment added
                to
                the
                Leased property by Lessee during the term of this Lease; except that
                if
                any such items of equipment of Lessee are not readily removable,
                the
                Lessee shall have the right to leaves such equipment on the Leased
                property at the termination of this Lease and the items of equipment
                so
                remaining shall continue to be owned thereafter by the
                Lessee.  All items removed by Lessee shall be removed in a good,
                workmanlike manner so as to leave the remaining Leased Property in
                a safe
                condition.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (c)

            	
              If
                Lessee has borne all costs associated with new hook-ups, appurtenance
                and
                equipment installation, following the Lease Commencement Date, for
                gathering of gas and hydrocarbons, at termination these assets title
                or
                interest shall remain the property of Lessee unless they are not
                removed
                within sixty (60) days of the termination of this
                Lease.

            


    

    


    
      	
               

            	
              (d)

            	
              In
                the event the entire Property is appropriated or taken under the
                power of
                eminent domain by any authorized or public authority, this Lease
                shall
                terminate and expire as of the date of such taking.  Lessee
                expressly waives any right to participate in, or be entitled to any
                part
                of any condemnation award.

            


    

    


    
      	
               

            	
              (e)

            	
              Upon
                the termination of this lease, Lessee shall deliver to Lessor copies
                of
                any and all operating records associated with the Leased Property
                which
                are required to be maintained by applicable regulatory requirements
                and
                other operating records which are in Lessee’s
                possession.

            


    

    


    21.
      Notification of Claims; Cooperation.  Each party shall promptly
      notify the other party in writing of any claim involving the Leased Property
      for
      which the notifying party intends to hold the other party responsible under
      the
      provisions of this Lease.  The parties hereto shall cooperate fully
      with one another in connection with any matters covered by the indemnity
      obligations under this Lease.  Such cooperation shall include, without
      limitation, providing the other party with reasonable access to files and
      property and advance notification of any meetings of communications with any
      third parties which could affect the rights car obligations of the other party
      under this Lease.

    


    22.
      Liens.

    


    
      	
               

            	
              (a)

            	
              Lessee
                shall keep the Property free from any liens arising from any work
                performed, materials furnished, or obligations incurred by or at
                the
                request of the Lessee.  All persons either contracting with
                Lessee or furnishing or rendering labor and materials to Lessee shall
                be
                notified in writing by Lessee that they must look only to Lessee
                for
                payment for any labor and labor and
                materials.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)                   Lessor
      shall keep the Property free from an liens arising from any work performed,
      materials furnished, or obligations incurred by or at the request of the
      Lessor.

    


    


    
      	
               

            	
              (c)

            	
              Lessee
                shall not allow any lien of encumbrance to be places on the Leased
                Property, or at any part thereof, by operation of law or
                otherwise.  If Lessee allows any such lien or encumbrance to be
                placed on the Leased Property, or any part thereof, then Lessee shall
                cause the same to be removed within sixty (60) days after receipt
                of
                written of notice from Lessor to do so; or, in the alternative, if
                Lessee
                fails or refuses to do so, Lessee shall indemnify and hold Lessor
                harmless
                from any and all claims, demands and causes of action resulting from
                Lessee’s failure or refusal to remove such lien or
                encumbrance.

            


    

    


    23.
      Taxes.

    


    
      	
               

            	
              (a)

            	
              Lessor
                shall be responsible for and pay any and all ad valorem taxes assessed
                against the Leased Property.

            


    

    


    


    24.
      Default; Waiver.  If Lessee should in the performance of any of
      its obligations under this Lease, then Lessor may not terminate this Lease
      except after giving Lessee thirty (30) days prior written notice, setting forth
      the specific details of such default; PROVIDED HOWEVER, that if Lessee remedies
      such default within such 30-day period, or initiates steps to remedy such
      default within such 30-day period and diligently pursues such remedy until
      completion, they this Lease shall not terminate.  Any waiver by Lessor
      of a default by Lessee in the performance of an provision of this Lease shall
      apply only to the specific instance for which such waiver is given and shall
      not
      be deemed to be a waiver by Lessor of any other or subsequent default by Lessee
      in the performance of the same or any other provision of this
      Lease.

    


    25.
      Dispute Resolution.  In the event of any material dispute,
      material claim, material questions, or material disagreement arising out of
      or
      related to this Agreement or the breach of a material term thereof, the parties
      shall use their best efforts to settle such disputes, claims, questions, or
      disagreement.  To this effect they shall consult and negotiate with
      each other in good faith and, recognizing their mutual interest, attempt to
      reach a just and equitable solution satisfactory to both parties.  If
      after a period of sixty (60) days, then upon notice by either party to the
      other, disputes, claims, questions, or differences shall be finally settled
      by
      binding arbitration administered by the American Arbitration Association (or
      another arbitration service jointly agreed upon) in accordance with the
      provisions of its applicable rules.  The arbitrators shall apply Texas
      law without varying therefrom. The losing party shall promptly pay the winning
      party all costs and reasonable attorneys’ fees incurred by the prevailing party
      in such action.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    26.
      Miscellaneous.

     

    
      	
               

            	
              (a)

            	
              This
                Lease embodies the entire agreement between the parties. This Lease
                may
                not be modified or amended except in writing and executed by the
                parties
                hereto in the same manner as this Lease. If any provision of this
                Lease is
                held invalid, it shall be considered deleted from this Lease, and
                shall
                not invalidate the remaining provisions of this
                Lease.

            


    

    


    
      	
               

            	
              (b)

            	
              The
                paragraph headings of this Lease are for convenience only and shall
                not be
                used in construing the meaning of any provisions of this
                Lease.

            


    

    


    
      	
               

            	
              (c)

            	
              This
                Lease shall be governed by and interpreted in accordance with the
                internal
                laws of the State of Texas, excluding any conflict-of-laws rule or
                principle, which may refer the laws of the State of Texas to the
                laws of
                any other jurisdiction.

            


    

    


    
      	
               

            	
              (d)

            	
              No
                amendment of modification of this. Lease shall be binding or valid
                unless
                expressed in writing and executed by both Parties
                hereto.

            


    

    


    
      	
               

            	
              (e)

            	
              It
                is expressly understood and agreed between the parties hereto that
                Lessor
                shall not be construed or held to be a partner or associate of Lessee
                in
                the conduct of its business, it being understood and agreed that
                the
                relationship between the Parties hereby is and shall at all times
                remain
                that of Lessor and Lessee.

            


    

    


    
      	
               

            	
              (f)

            	
              This
                Lease may be executed in one of more counterparts, each of which
                shall be
                deemed and original, and all of which taken together shall constitute
                one
                instrument.

            


    

    


    
      	
               

            	
              (g)

            	
              Whenever
                required by the context of this Lease, the singular includes the
                plural,
                and the masculine includes the feminine or the
                neuter.

            


    

    


    
      	
               

            	
              (h)

            	
              This
                Lease is intended to be performed in accordance with, and only to
                the
                extent permitted by, all applicable laws, ordinances, rules and
                regulations.  If any provision of this Lease, or the application
                thereof to any person or circumstance is for any reason or to any
                extent
                invalid or unenforceable, the remainder of this Lease and the application
                of such provisions to the other persons or circumstances shall not
                be
                affected thereby, but rather is to be enforced to the greatest extent
                permitted by law.

            


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    27.  All
      notices provided for hereunder shall be mailed to Lessor or Lessee at the
      following addresses, to-wit:

    


    
      	
              For
                Lessor:

            	
              Century
                Assets Corporation

            
	 	
              12707
                Boheme Drive #1506

            
	 	
              Houston,
                TX 77024

            
	 	
              TID#
                133-487112

            
	 	
              Attention:
                E.R. DeStefano

            
	 	 
	
              For
                Lessee:

            	
              Century
                Resources, Inc.

            
	 	
              5851
                San Felipe

            
	 	
              Suite
                775

            
	 	
              Houston,
                TX 77057

            


    

    


    IN
      WITNESS WHEREOF, the parties hereto have duly executed this Lease, effective
      as
      the day and year first above written.

    


    
      	
              LESSOR:

            	
              LESSEE:

            
	 	 
	 	 
	
              Century
                Assets Corporation

            	
              Century
                Resources Inc.     

            
	 	 
	 	 
	
              By: /s/
                Edward R. DeStefano

            	
              By: /s/
                Edward R. DeStefano

            
	 	 
	
                         Edward
                R. DeStefano

            	 
	 	 
	
              Title:  President      

            	
              Title:  President          
                

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      STATE
      OF TEXAS:

    


    COUNTY
      OF
      HARRIS:

    


    BEFORE
      ME, the undersigned authority,
      on this day personally appeared Edward R. DeStefano, known to me to be the
      person whose name is subscribed to the foregoing instrument as President of
      CENTURY ASSETS CORPORATION, a Delaware corporation, and acknowledged to me
      that
      he executed the same for the proposes and consideration therein ex-pressed,
      in
      the capacity stated, and as the act and deed of said corporation.

    


    GIVEN
      UNDERMY HAND AND SEAL OF OFFICE,
      this 2
      day of
      August, 2007.

    


    


    


    


    


                                                                                                                                                                                                                                             /s/
      Sharie Cooper
Notary
      Public in and for

    Harris
      County, Texas

    


    


    


    THE
      STATE
      OF TEXAS:

    


    COUNTY
      OF
      HARRIS:

    


    BEFORE
      ME, the undersigned authority, on this day personally appeared Edward R.
      DeStefano, known to me to be the person whose name is subscribed to the
      foregoing instrument as President of CENTURY RESOURCES INC., a Delaware
      corporation, and acknowledged to me that he executed the same for the proposes
      and consideration therein ex-pressed, in the capacity stated, and as the act
      and
      deed of said corporation.

    


    GIVEN
      UNDERMY HAND AND SEAL OF OFFICE,
      this 2 day of August, 2007.

    


    


    


    


    


    


                                                                                                                                                                                                                                            /s/
      Sharie Cooper

    Notary
      Public in and for

    Harris
      County, Texas