EX-10.2



 





Agreement No. 02/04




Exhibit 10.2




THIS AGREEMENT is made on 17th March 2004 between:-





	(1)	 	CanArgo Acquisition Corporation, a wholly owned subsidiary company of
CanArgo Energy Corporation, is a company incorporated under the laws of
New Brunswick, Canada and having its registered offices at Suite 400,
Phoenix Square, 371 Queen Street, PO Box 310, Fredericton, New Brunswick,
E3B 1B1 (hereinafter “CanArgo”); and






	(2)	 	Stanhope Solutions Ltd, a company incorporated and existing under the
laws of England and Wales Company No. 4612959 and having its registered
office at 1 Walton House, Montclare Street, London, E2 7ZT, England
(hereinafter the “Purchaser”).




who hereinafter are referred to individually as Party and collectively as
Parties.




WHEREAS:





	(A)	 	CanArgo is the beneficial and registered owner of the entire issued share
capital (the “Sale Shares”) of Lateral Vector Resources Incorporated
(Corporation Number 601312), a company incorporated under the laws of New
Brunswick, Canada and having its registered offices at Suite 400, Phoenix
Square, 371 Queen Street, PO Box 310, Fredericton, New Brunswick, E3B 4Y9
(the “Company”);






	(B)	 	The Company is party to Agreement No. 1 dated 20th March 1998 on Joint
Investment Production Activity for development and further exploration of
Bugruvativske Field without the creation of a legal entity (“JIPA”) as
amended by Annex 2a dated 17th September 2002;






	(C)	 	The Company is the beneficial and registered owner of 97% of the issued
share capital of Silk Energy Corporation, a company incorporated under the
laws of New Brunswick, Canada. Silk Energy Corporation is not active and
has zero assets and zero liabilities on its balance sheet; and






	(D)	 	CanArgo is willing to sell and the Purchaser is willing to purchase the
Sale Shares for the consideration and upon the terms and conditions set
out in this Agreement.





IT IS AGREED:-





	1	 	Structure





     Subject to the terms of this Agreement CanArgo shall sell and the
Purchaser shall purchase the Sale Shares.




	2	 	Price






	2.1	 	The consideration (the “Consideration”) payable by the Purchaser to
CanArgo for the Sale Shares is US$2,000,000 (two million US dollars)
payable in accordance with the terms and on the dates and in the amounts
set out below (the “Payment Schedule”):-






	a)	 	the sum of US$ 250,000 (two hundred and fifty thousand US
dollars) to be paid within 20 (twenty) days of the date hereof (the
“Initial Payment”);






	b)	 	the sum of US$ 1,750,000 (one million US dollars) to be
paid in seven equal tranches of US$ 250,000 (two hundred and fifty
thousand US dollars) on the following cumulative Joint Production
(as defined in the JIPA) targets having been achieved:





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	Tranche
	 	Cumulative Joint Production (Metric Tonnes)

	1
	 	 	80,000	 
	
 
	 	 	
 	 
	2
	 	 	110,000	 
	
 
	 	 	
 	 
	3
	 	 	140,000	 
	
 
	 	 	
 	 
	4
	 	 	170,000	 
	
 
	 	 	
 	 
	5
	 	 	200,000	 
	
 
	 	 	
 	 
	6
	 	 	230,000	 
	
 
	 	 	
 	 
	7
	 	 	260,000	 
	
 
	 	 	
 	 








	2.2	 	Any instalment of the Consideration will only be deemed to be made on the
date (“Payment Date”) when the respective instalment has been credited in
full to CanArgo’s bank account indicated in the Clause 3.1 below.






	2.3	 	In the event that payment of all or any part of the Consideration is not
made in accordance with the Payment Schedule interest shall accrue daily
at the rate of 16% per annum on any part of the Consideration which is not
paid in accordance with the Payment Schedule.






	2.4	 	The Payment Schedule shall only be amended in writing by the Parties
hereto.






	3	 	Security and conduct of the Company and the Purchaser pending payment of
the Consideration






	3.1	 	The Purchaser will become the legal and beneficial owner of the Sale
Shares only following payment in full of the Initial Payment and receipt
of cleared funds by CanArgo in the under noted account:-





	 	 	 
	Bank:

Account:

Name:

	 	HSBC Bank International Limited

011-660859-360

CanArgo Energy Corporation USD Account






Instructions for transferring funds are as follows:

Receipt Correspondent Bank:

Instructions Bankers Trust Company

1 Bankers Trust Plaza

Liberty Street, New York, NY 10006

Account No. 04082437

SWIFT: BKTRUS33



For further credit of:

CanArgo Energy Corporation USD Account

Account No. 011-660859-360

HSBC Bank International Limited

PO BOX 315 St. Peter Port, Guernsey, GY1 3JQ

Channel Islands, SWIFT: MIDLJESH



Payment will be made by way of Bank Transfers and will not be subject to
any withholding tax or any other deductions.

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	3.2	 	CanArgo confirms that as at the date hereof it controls the business and
affairs of the Company and that it will continue to do so until the
Purchaser makes the Initial Payment.






	3.3	 	The Purchaser will keep CanArgo informed of all progress under the JIPA
including the commencement of any Joint Investment Production Activity
Program and will supply CanArgo with quarterly cumulative Joint Production
data reports signed by the operator for the Bugruvativske field until such
time as the Consideration is paid in full.






	3.4	 	The Purchaser agrees that if it sells the Company or its interest in the
JIPA prior to the payment of the Consideration in full it will make best
endeavours to ensure that CanArgo is paid the Consideration in full and in
accordance with the Payment Schedule. If requested the Purchaser shall
grant such security over the Sale Shares as CanArgo may require.






	4	 	Completion






	4.1	 	Completion of the sale and purchase of the Sale Shares (“Completion”)
shall take place immediately following receipt of the Initial Payment by
CanArgo.






	4.2	 	At Completion, CanArgo shall deliver the following:-






	4.2.1	 	transfers of the Sale Shares duly executed by CanArgo in
favour of the Purchaser together with the definitive certificates
in respect thereof in the names of CanArgo;






	4.2.2	 	the resignation referred to in Clause 5.1;






	4.3	 	At Completion, the Purchaser shall deliver a written waiver in the agreed
form from the Company in respect of any claims which the Company may have
against CanArgo and any member of CanArgo’s group as at Completion and
releasing CanArgo and any member of CanArgo’s group from all and any
liabilities which may be owing to either the Company by CanArgo or any
member of CanArgo’s group.






	4.3.1	 	The Purchaser shall be responsible for obtaining all
consents, waivers and approvals to the purchase of the Sale Shares.






	4.4	 	For the purposes of this Clause 4, ‘CanArgo’s group’ means any holding,
subsidiary or associated company CanArgo or any subsidiary or associated
company of any such holding Company.






	4.5	 	The Purchaser and the Company shall indemnify each member of CanArgo’s
group for any and all losses or claims arising out of the JIPA or
otherwise.






	4.6	 	CanArgo undertakes to use reasonable endeavours to assist the Purchaser
with the appointment of legal counsel to assist the Purchaser in the
implementation of this Agreement. The Purchaser will be responsible for
all costs in connection with this matter including any costs incurred by
CanArgo and CanArgo will bear no liability whatsoever in connection with
any legal action taken.






	5	 	Directors






	5.1	 	At Completion, CanArgo shall deliver the written resignation of Dr David
Robson as the Current Director of the Company and any of its subsidiaries
and shall appoint such person, as the Purchaser shall nominate.






	6	 	Entire Agreement






	6.1	 	This Agreement constitutes the entire understanding and agreement of the
Parties with respect of the subject matter hereof and supersedes all prior
and contemporaneous agreements and understandings written or oral
regarding the subject matter of this Agreement.



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	7	 	Confidentiality






	7.1	 	All Parties undertake:-





Not to disclose the same to any other person unless expressly authorised
by the board of directors of CanArgo save for the purposes of:-





	(a)	 	Seeking legal or accounting advice in relation to its
terms; and






	(b)	 	Disclosing the same to a competent authority or stock
exchange, as required by law.






	8	 	Fees, costs and expenses






	8.1	 	The Parties shall each bear their own professional and other costs and
expenses including, without limitation, any taxation associated with the
purchase of the Sale Shares.






	9	 	Governing law and jurisdiction






	9.1	 	This Agreement shall be governed and construed in accordance with the law
of England.






	9.2	 	Each Party hereby irrevocably submits to the non-exclusive jurisdiction
of the Courts of England as regards any claim, dispute or matter arising
out of or in connection with this Agreement and its implementation and
effect.




IN WITNESS WHEREOF this Agreement has been duly executed on behalf of each of
the Parties on the day and year first before written




	 	 	 	 	 
	 	 	 
	 
	 
	 
	 	 	 	Signed by
on behalf of CanArgo
Acquisition Corporation
	 	 	 	 
	 	 	 	/s/ David Robson
	 	 	 	 	

	 	 	 	 	Name: Dr David Robson
	 	 	 	 	Position:   Director
	 
	 
	 	 	 	Signed by
on behalf of Stanhope
Solutions Ltd
	 	 	 	 
	 	 	 	 	/s/ Authorised Signatory
	 	 	 	 	

	 	 	 	 	Name:
	 	 	 	 	Position:   





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