ex10_4.htm


     

    
      STOCK
AGREEMENT

      


      This
Stock Agreement (hereinafter referred to as the “Stock Agreement”) made and
entered into as of this 4th day of February 2010, by and between Russell B.
Pace, Jr., individually (hereinafter referred to as “Pace”), and Future Gas
Holdings, Ltd, (hereinafter referred to as the “Buyer”)

      


      WHEREAS,
JBM Energy Company, LLC (“Seller”) and Buyer have entered into a Coal Buy and
Sell Agreement, and Buyer and Pace have entered into a Mineral Buy and Sell
Agreement, and a Consulting Agreement, all of even date herewith,

      


      Now,
THEREFORE, as additional consideration for the execution of the aforesaid
Agreements and of the covenants and conditions hereinafter set forth, and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:

      


      
        	
                1.  

              	
                Buyer
      incorporates in this Stock agreement by reference hereto all of the
      "Representations and Warranties of Buyer" set forth in paragraph 9 of the
      Coal Buy and Sell Agreement between Buyer and JBM Energy Company,
      LLC.

              


      

      
        	
                2.  

              	
                Buyer
      agrees to issue to Pace One Million (1,000,000) shares of Buyer's common,
      voting stock at the following times and in the following
      amounts:

              


      

      
        	
                a.  

              	
                250,000
      shares at the closing date of the Coal Buy and Sell
    Agreement.

              


      

      
        	
                b.  

              	
                250,000
      shares six (6) months following the aforesaid closing
  date.

              


      

      
        	
                c.  

              	
                250,000
      shares twelve (12) months following the aforesaid closing
      date.

              


      

      
        	
                d.  

              	
                250,000
      shares eighteen (18) months following the aforesaid closing
      date.

              


      

      Such stock issued to Pace shall be
fully paid and non-assessable and shall have all the

      rights
and privileges as any other common, voting stock issued by
Buyer.  Buyer agrees that the 1,000,000 shares issued to Pace will be
treated the same as any other common, voting stock issued by Buyer, including,
without limitation, with respect to stock splits, dividends and other stock
distributions, and other form of recapitalizations.  The stock issued
to Pace and any increases thereto resulting from the above actions shall be
subject to dilution in the same manner and in the same proportion as the other
common, voting stock of Buyer.

      
        	
                3.  

              	
                a.  Buyer
      agrees that at Pace's request, it will at its expense take all action
      necessary to allow Pace to be able to sell and transfer the shares issued
      to Pace hereunder at such time and in such manner as the law permits,
      including, without limitation, authorizing and directing the removal of
      legends on the stock, if any.

              


      

      b.  If
Buyer publicly registers shares of Buyer's common stock, at Pace's request Buyer
will include Pace's shares in the registration at no cost to Pace.  If
Buyer has not registered its shares, Pace will have an option to require Buyer
to purchase Pace's shares at a price to be agreed upon by Buyer and
Pace.  If Buyer and Pace cannot agree on the price of such shares, the
price will be determined by the majority vote of three (3) appraisers, one
appointed by buyer, one appointed by Pace, and one appointed by the two
appraisers.  If the two appraisers cannot agree on the third
appraiser, the appointment will be made by the American Arbitration
Association.  The ruling by a majority of the appraisers will be final
and binding upon both Buyer and Pace.  Seller can exercise this option
at any time following three (3) years from the date of this Stock Agreement or
earlier if Buyer sells the coal or exchanges it for other considerations, or
breaches or defaults under the Coal, Mineral or Consulting
Agreements.

      


      
        	
                4.  

              	
                BREACH;
      REMEDIES

              


      

      
        	
                a.  

              	
                Pace
      agrees that the Buyer's obligations under this Stock Agreement are
      conditioned upon, and subject to, the closing of the Coal Buy and Sell
      agreement, the Mineral Buy and Sell Agreement, and the Consulting
      Agreement.  If Buyer fails to timely close the Coal Buy and Sell
      and the Mineral Buy and Sell transactions and Pace and JBM are willing and
      able to perform all of their obligations to be performed at closing, Pace
      may at Pace's option (i) deem this Stock Agreement terminated, null, void
      and of no further force and effect, or (ii) initiate any other remedy at
      law or in equity permitted under Montana law including, without
      limitation, an action for specific
performance.

              


      

      
        	
                b.  

              	
                Buyer's
      Breach:  In the event that Buyer fails to timely deliver
      to Pace any installment of Buyer's stock as set forth in paragraph 2
      above, or fails to perform any agreement, covenant, representation or
      warranty under this Stock Agreement, which failure is not cured within
      thirty (30) days after written notice thereof by Pace to Buyer, Pace may
      at Pace's option (i) deem this Stock Agreement terminated, null, void and
      of no further force and effect at which time Buyer shall have no further
      rights or liabilities under this Stock Agreement and all the stock
      delivered by Buyer shall be deem forfeited and retained by Pace, or (ii)
      initiate action for any other remedy at law or in equity permitted under
      Montana law including, without limitations, an action for specific
      performance.

              


      

      
        	
                c.  

              	
                Pace's
      Breach:  In the event Pace fails to perform any
      agreement, covenant, representation or warranty under this Stock
      Agreement, and Buyer is at that time ready, willing and able to perform
      all obligations by Buyer to be performed, Buyer may at Buyer's option: (i)
      deem this Stock Agreement terminated, null, void and of no further force
      or effect, at which time Pace shall have no further rights or liabilities
      under this Stock Agreement, or (ii) initiate action for any other remedy
      at law or in equity permitted under Montana law including, without
      limitation, an action for specific
performance.

              


      

      


      
        	
                5.  

              	
                INTEGRATIONS; SURVIVAL
      OF WARRANTIES; AMENDMENT

              


      

      Unless
otherwise agreed in writing, this Stock Agreement represents the entire
understanding of the parties with respect to the subject matter referenced, and
supersedes all prior understandings and agreements heretofore made by and
between the parties; provided
that the parties’ respective warranties and representations shall
survive execution of
this Stock Agreement.  Neither this Stock Agreement nor any provision
hereof may be amended, waived, modified or discharged except by an agreement in
writing signed by all parties

      


      
        	
                6.  

              	
                ATTORNEY’S
      FEES

              


      

      
        	
                 
      

              	
                In
      the event of any litigation to construe and/or enforce the terms of this
      Stock Agreement, the party prevailing in such action shall be entitled to
      recover its reasonable attorney’s fees and costs in addition to any other
      damages or relief to which such party may be
  entitled.

              


      

      


      
        	
                7.  

              	
                FACSIMILE
      SIGNATURES

              


      

      
        	
                 
      

              	
                Both
      parties agree that facsimile signatures by any party will be treated as
      original signatures for the purpose of this
  transaction.

              


      

       

      
        	
                8.  

              	
                NOTICES

              


      

      
        	
                 
      

              	
                Any
      and all notices required under this Stock Agreement shall be in writing
      and shall be served upon the respective parties at the addresses shown
      below or to such other address as the parties may designate by written
      notice to the other.

              


      

      


      


      
        	
                PACE:

              	
                BUYER:

              


      

      


      Russell
B. Pace,
Jr.                                                         Future
Gas Holdings, Ltd

      2139
Bybee’s Church
Road                                           P.O.
Box 556, Main Street

      Palmyra,
VA  22963                                                       Charletstown,
Nevis

                    
Director: Roger Knox

      
        	
                 
      

              	
                Any
      notice to be given under this Stock Agreement shall be sent
      by:

              


      

      
        	
                a.  

              	
                Certified
      mail, return receipt requested, in which case notice shall be deemed
      delivered five (5) business days after deposit, postage prepaid in the
      United States Mail; or

              


      

      
        	
                b.  

              	
                a
      nationally recognized overnight courier, in which case notice shall be
      deemed delivered three (3) business days after deposit with that
      courier.

              


      

      


      
        	
                9.  

              	
                EXECUTION IN
      COUNTERPARTS; TELEFACSIMILE
SIGNATURES

              


      

      
        	
                 
      

              	
                This
      Agreement may be executed in multiple counterparts, each of which shall be
      deemed an original but all of which shall constitute one and the same
      instrument; and the parties may execute copies sent by telefacsimile, and
      return signed copies by telefacsimile.  Copies signed and
      returned by telefacsimile shall be deemed and considered executed
      counterparts, but a party executing a copy and transmitting same by
      telefacsimile shall promptly mail or overnight to the other parties copies
      bearing the transmitting party’s original
  signature.

              


      

      


      
        	
                10.  

              	
                TIME IS OF THE
      ESSENCE

              


      

      Time is of the essence in this Stock
Agreement.

      


      
        	
                11.  

              	
                CONFIDENTIALITY

              


      

      
        	
                 
      

              	
                Pace
      and Buyer shall not disclose any terms or provisions of this Stock
      Agreement to any other persons except to professionals who require such
      information in the performance of this Stock Agreement, and both parties
      will treat all information disclosed to it as confidential information and
      will not make further disclosure to third parties without the consent of
      the disclosing party.

              


      

      


      


      Executed
as of this 4th day of February, 2010.

      


      


      PACE:                                                                                BUYER:

      


      Future Gas Holdings, Ltd

      


      ___________________                                                                                           _____________________

      Russell
B. Pace,
Jr.                                                                                           Roger
Knox

      Individually                                                                                Director