Exhibit
10.2


 


	
  

  



 


BILL
OF SALE


 


	
  Date:

  	
  March 18, 2005

  
	
   

  	
   

  
	
  Shareholders:

  	
  Collectively all of the following Shareholders of the Company on the Date, by
  and through their duly authorized representative (“Shareholders’
  Representative”), and their heirs, successors and assigns: KOVALSKY VLADIMIR VASYLEVICH; VASILUK YURY
  NIKOLAEVICH; IVARS HOVALKO; and KRISHNA PEMSING.

  
	
   

  	
   

  
	
  Shareholders’ Representative:

  	
  VLADIMIR KOVALSKI

  
	
   

  	
  Baltoil-Group

  
	
   

  	
  130, Dzerginskogo str., Kaliningrad, Russia

  
	
   

  	
   

  
	
  Buyer:

  	
  APOLLO RESOURCES INTERNATIONAL, INC.

  
	
   

  	
  3001 Knox St., Suite 403, Dallas, TX 75205

  
	
   

  	
   

  
	
  The Parties:

  	
  Shareholders and Buyer

  
	
   

  	
   

  
	
  Company:

  	
  JSC KALININGRADNEFT

  
	
   

  	
  ul. Portovaya 32a, 236039, Kaliningrad, Russia

  
	
   

  	
   

  
	
  Ownership:

  	
  90% of the shares of the stock of Company, equal to

  
	
   

  	
  90% of the total equity ownership of Company.

  
	
   

  	
   

  
	
  Consideration:

  	
  The Convertible Debenture attached hereto as
  Exhibit “A”.

  
			



 


Recitals


 


WHEREAS:


A.           The Company owns oil production operations in the Kaliningrad Oblast
region of Russia.


B.             Buyer wishes to pay Shareholders the
Consideration for the purchase of the Ownership.


C.             Shareholders wish to sell the Ownership to
Buyer upon the terms and subject to the conditions set forth in this Bill of
Sale.


 


Agreement


 


NOW,
THEREFORE, in consideration of the foregoing premises and the representations,
warranties, and covenants hereinafter set forth, and for other good and
valuable consideration, including the Consideration as herein defined, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:


 


1.                                       Stock Sale Agreement.  This
Bill of Sale is being executed and delivered pursuant to the transaction
evidenced in part by that certain Stock Sale Agreement, dated February 9,
2005, by and among the Shareholders and Buyer. 
Capitalized terms used in this Bill of Sale and not otherwise defined
shall have the meanings assigned in the Stock Sale Agreement.  Furthermore, the parties do each hereby
reaffirm, attest to, acknowledge, ratify and fully incorporate the terms of the
Stock Sale Agreement with their execution of this Bill of Sale.


 


2.                                       Sale and Purchase.  The
Shareholders hereby assign, transfer, convey, and sell to Buyer, the Ownership,
as defined herein, together with the Company’s related capital accounts, all
rights represented by such shareholder interests, and all goodwill associated
therewith, according to and under the terms and conditions and representations
of the Stock Sale Agreement.


 


3.                                       Payment of Consideration. 
Buyer hereby pays, grants and transfers to the Shareholders the Consideration,
and the Shareholders hereby acknowledge receipt of the Consideration as full
and


 


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complete consideration for
the Ownership.


 


4.                                       Other Documents.  Each
party shall promptly execute and deliver to the other party all such further
instruments, assignments, assurances and other documents as such party may
reasonably request in connection with its performance under this Bill of Sale
and the transactions contemplated hereby and by the Stock Sale Agreement.


 


5.                                       Representations and
Warranties of The Shareholders.  The Shareholders hereby represent and warrant
to Buyer the following, both as of the date hereof and as of Closing, and
acknowledge and accept that any failure as to these representations and warranties
shall be a material breach of this Bill of Sale in which case Buyer shall be
entitled, at its sole discretion, to any or all of its remedies hereunder and
under the Convertible Debenture.


 


a.               The Shareholders own all of the Ownership
free and clear of all liens, debts, obligations or claims;


 


b.              Attached as Exhibits “B” and “C” hereto are
the following two reports:


i.                  Technical Opinion on
Kaliningradneft Oil Fields: 
Novo-Serebrianskoye and Vesselovskoye (Kaliningrad Oblast), Prepared by
CEP for Kaliningradneft, September 2004, attached hereto as Exhibit “B”; and


ii.               Tengry Group, Report No.
O60101SE, 15.05.2004, Market Value Valuation of JSC “Kaliningradneft”,
Portovaya St., 32A, Kaliningrad Region, 236039, Kaliningrad.  Valuation date is as of January 1,
2004.  Report Terms are April 15 –
May 15, 2004.  Customer:  JSC “Kaliningradneft”.  Consultant: 
“Tengry Group, Ltd.”, Moscow, 2004, attached hereto as Exhibit “C”.


The Shareholders attest that
both of these reports, collectively, represent a full, complete, accurate and
comprehensive financial overview of the Company, and that both Exhibits “B” and
“C” are correct and complete copies of said reports.


 


c.               The debts of the Company as of the Date equal
approximately US$ 2,000,000;


 


d.              The assets of the Company, being acquired
through this Ownership purchase include, but are not limited to all licenses,
seismic data and field equipment of the Company as of the Date;


 


e.               The Shareholders are not party to or bound by
any law, contract, promissory note, agreement, commitment, or obligation,
creating or securing indebtedness, obligations, or liabilities, a breach or
default of which would be triggered by the Shareholders’ execution and delivery
of this Bill of Sale;


 


f.                 Within 60 days of the date hereof, the
Shareholders will provide to Buyer complete financial statements of the Company
for calendar years 2003 and 2004, prepared according to and in compliance with
the American Generally Accepted Accounting Principles (“GAAP”) and prepared by
the firm of Deloitte Touche Tohmatsu, accompanied by said firm’s signed
statement of such compliance, and said firm’s signed statement that the
financial condition of the Company reflected in such financial statements is
not materially different in substance than the Estimated Financial Condition of
the Company as of December 31, 2003 as reflected in Exhibit “A” to the
Stock Sale Agreement;


 


g.              The Company is a lawful open joint stock
company company, duly organized, validly existing and in good standing under
the laws of the Kaliningrad Oblast, Russia, and the Russian Federation.  To the Shareholders’ knowledge, there are no
pending actions or proceedings (i) to limit or impair the Company’s power to
engage in business or (ii) to


 


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dissolve the Company; and


 


h.              The Kaliningrad Oblast is a “Special Economic
Zone” regulated by special Russian Federal Laws, which includes the law that no
import or export duties or taxes will be assessed against any products or
equipment imported or exported to or from Kaliningrad.


 


i.                  The representations and warranties of the
Shareholders of the Company contained in Section 4 of the Stock Sale
Agreement are accurate in all respects.


 


j.                  The Shareholders anticipate that within
twelve (12) months of the date of this Agreement, the ten percent (10%) of the
shares of the stock of the Company which are not covered by this Agreement
shall be returned to the Company (for cancellation by the Company).


 


6.                                       Representations, Warranties and Covenants of Buyer.  Buyer hereby represents and warrants to the
Shareholders the following, both as of the date hereof and as of Closing, and
acknowledges and accepts that any failure as to these representations and
warranties shall be a material breach of this Bill of Sale in which case the
Shareholders shall be entitled, at their sole discretion, to any or all of
their remedies hereunder and under the Convertible Debenture:


 


a.               Buyer
is a company duly organized, validly existing and in good standing under the
laws of the state of Utah and the United States, and has all requisite power
and authority to enter into, perform and carry out all of its duties and
obligations in the transaction contemplated by this Bill of Sale.


 


b.              The
execution, delivery and performance of this Bill of Sale and the consummation
of the transaction on the part of Buyer contemplated hereunder have been duly
authorized by all necessary corporate action on the part of Buyer.  This Bill of Sale is (or will be when
executed and delivered pursuant hereto) the legal, valid and binding obligation
of Buyer, enforceable in accordance with its terms.


 


c.               Neither
the execution and delivery of this Bill of Sale by Buyer, nor Buyer’s
compliance with any of the terms and provisions of this Bill of Sale, nor the consummation
of the transactions contemplated hereby, will conflict with or result in a
violation of, or constitute a material default under its Bylaws or any other
agreement, contract or commitment to which it is a party; nor will the
performance by Buyer of its obligations hereunder violate any judgment, order,
injunction, decree, regulation or ruling of any court or governmental authority
to which Buyer is subject.


 


d.              Buyer will make
available to the Company a credit to finance the program of capital investment
as contemplated by Section 12 of the Stock Sale Agreement and, as of
Closing, the Shareholders’ Representative has been appointed to the Board of
Directors of Buyer.


 


7.                                       Other Warranty.  The
Shareholders, for themselves and their personal representatives and assigns,
covenant and agree to warrant and defend the transfer, assignment and
conveyance of the Ownership and Buyer’s title thereto.


 


8.                                       Attorney Fees.  If
any legal action or other proceeding is brought for the enforcement of this
Bill of Sale or any other agreement, document, contract, instrument or other
writing entered into in connection herewith, because of an alleged dispute,
breach, default, or misrepresentation, in connection with any of the provisions
of this Bill of Sale or such other writing, the successful or prevailing party
shall be entitled to recover its reasonable attorney fees, and other costs and
expenses, incurred in such action or proceeding, in addition to any other
relief to which it or they may be entitled.


 


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9.                                       Buyer’s Responsibilities.  Attached as Exhibit “D” is a proposed program
of capital investment into the Company. 
Within thirty (30) days following Buyer’s approval of such program,
Buyer shall initiate and commence execution of such program.


 


10.                                 Property Leases and Acquisitions
by the Shareholders.  It is understood by the parties hereto that
Buyer intends to build a “Topper Plant” to produce diesel in Kaliningrad
region.  The Shareholders hereby agree to
use all commercially reasonable efforts to assist Buyer with either (a) the
lease for the benefit of Buyer, for a period of no less than 49 years, or (b)
the purchase, of property currently owned by the Russian Federation, for and
upon which Buyer will construct and operate said Topper Plant.  In addition, the Shareholders will
immediately begin negotiations with the appropriate third parties to lease or
acquire for the benefit of Buyer a terminal facility suitable for the use of
Buyer.


 


11.                                 Default and Remedies.  Upon any default under the terms of this Bill of Sale or the Stock Sale Agreement,
the non-defaulting party shall have such remedies as are expressly stated in
the Convertible Debenture.


 


12.                                 Notices.  In order to be effective all
notices, consents, approvals and disapprovals (“Notice”) required by this Bill of Sale must be in writing, signed
by an officer or lawful agent of the party giving such Notice, and either (i)
personally delivered; or (ii) deposited for delivery by a recognized, private
overnight courier for next business morning delivery, properly addressed, and
with the full waybill prepaid.  Notice
shall be deemed received and effective on the earlier of the date actually
received, or, if applicable, three (3) business days after being sent as specified
in clause (ii) of this paragraph. 
Notices must be addressed to the parties hereto at the addresses first
stated above, or in the Exhibits hereto.


 


13.                                 Entire Agreement; Amendments.  Each
of the parties represents that no promise or agreement which is not expressed
in this Bill of Sale, the Stock Sale Agreement or the Convertible Debenture,
has been made to such party in executing this Bill of Sale, and neither of the
parties is relying upon any statement or representation not contained in or
referenced by this Bill of Sale.  This
Bill of Sale, including the Exhibits hereto, collectively with the Stock Sale
Agreement and the Convertible Debenture, constitutes the entire understanding
between the parties hereto relative to the subject matter hereof, superseding
any and all prior agreements, arrangements, and understandings, written or
oral, between the parties.  This Bill of
Sale may be amended only by a written instrument signed by the parties.


 


14.                                 Binding Effect;
Permissibility of Assignment.  This Bill of Sale and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns.


 


15.                                 Governing Law and
Jurisdiction.  This Bill of Sale shall be governed by and
construed in accordance with the laws of the United States of America, and more
specifically the laws of the state of Texas, without reference to its conflict
of laws rules.  Jurisdiction and venue
shall reside exclusively in the United States courts in Dallas County, Texas.


 


16.                                 Severability.  If
any provision of this Bill of Sale is held to be invalid or unenforceable by
any court of competent jurisdiction, it is the intent of all of the parties
that all other provisions of this Agreement be construed to remain fully valid,
enforceable and binding on the parties.


 


17.                                 Covenant of Good Faith and Fair
Dealing.  With regard to their respective obligations
and commitments under this Bill of Sale, each party covenants that it shall act
in good faith and deal fairly with any and all other parties hereto.


 


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18.                                 Reasonable Cooperation.  Each
party hereto agrees to execute and deliver such instruments and take such other
action as the other party may reasonably request in order to carry out the
intent of this Bill of Sale.


 


19.                                 Equitable Remedies.  In
the event of any breach of this Bill of Sale or the Stock Sale Agreement, the
provisions of this Bill of Sale may be enforceable in a court of equity by a
decree of specific performance.  Any
equitable remedy shall not be exclusive and shall be in addition to any other
remedy available.


 


20.                                 Power to Bind. 
Responsible officers of the parties have read and understand the
contents of this Bill of Sale and are empowered and duly authorized on behalf
of their respective party to execute it.


 


21.                                 Plurality  When
the context requires, singular nouns and pronouns include the plural.


 


22.                                 Counterparts.  This
Bill of Sale may be executed in multiple counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.


 


23.                                 Shareholders’ Representative.  The
Shareholders’ Representative attests, warrants and pledges that he is fully
authorized to execute this Bill of Sale of behalf of all of the Shareholders,
and that any failure as to this attestation and warranty will constitute a
Shareholders’ Breach under the terms of the Convertible Debenture.


 


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized
representatives to execute this Bill of Sale effective on the Date first stated
herein.


 


	
  BUYER:

  
	
   

  
	
   

  
	
  /s/ Dennis G. McLaughlin, III

  	
   

  
	
  APOLLO RESOURCES INTERNATIONAL, INC.

  
	
  Dennis G. McLaughlin, III, CEO

  
	
   

  
	
   

  
	
  THE SHAREHOLDERS, BY AND THROUGH THEIR DULY
  AUTHORIZED REPRESENTATIVE:

  
	
   

  
	
   

  
	
  /s/ Vladimir Kovalski

  	
   

  
	
  Vladimir Kovalski

  
	
  SHAREHOLDERS’ REPRESENTATIVE

  
			



 


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