CONTRACT OF SALE
THIS CONTRACT OF SALE is made by K&D EQUITY INVESTMENTS, INC. , a Texas
corporation (herein referred to as "K&D"), and BRIGHTON OIL & GAS, INC., a
Nevada corporation, (herein referred to as BRIGHTON).
RECITALS
K&D is the owner of record title to certain interests oil, gas and/or mineral
leases located in Throckmorton county as herein described (The Leases") more
fully described in Exhibit "A". K&D wishes to sell any and all right, title and
interest in and to The Leases and BRIGHTON wishes to purchase any and all right,
title and interest of K&D in and to The Leases.
PURCHASE AND SALE
K&D agrees to sell and agrees to convey and BRIGHTON agrees to purchase and to
pay for The Leases.
PURCHASE PRICE AND ALLOCATION
The total purchase price for the Property is 50,000,000 shares of BRIGHTON
NEGATIONS OF WARRANTS
BRIGHTON AGREES THAT K&D HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES
AND DISCLAIMS ANY REPRSENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED, ORAL
OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO CONCERNING OR WITH RESPECT TO AS
THE VALUE, NATURE, QUALITY OR CONDITION OF THE LEASES, INCLUDING, WITHOUT
LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM THE
LEASES; (C) THE SUITABILITY OF THE LEASES FOR ANY AND ALL ACTIVITIES AND USES
WHICH BRIGHTON MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE LEASES OR
ITS OPERATION WITH ANY LAWS, RULES ORDIANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSES OF THE LEASES;
(F) THE HABITABILITY MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF THE LEASES; (G) THE MANNER, QUALITY, STAE OF REPAIR
OR LACK OF REPAIR OF THE LEASES; OR (H) ANY OTHER MATTER WITH RESPECT TO THE
LEASES, AND SPECIFICALLY, THAT K&D HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY
DISCLAIMS ANY RESPRESENTATIONS REGARDING COMPLIANCE WITH ANY ENVIRONMENTAL
PROTECTION, POLLUTION OR LAND USE LAWS, RULES REGULATIONS, ORDERS OR
REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL
PROTECTION AGENCY REGULATIONS AT 30 C.F.R. PART 261, OR THE DISPOSAL OR
EXISTENCE IN OR ON THE LEASES, OF ANY HAZARDOUS SUBSTANCES, AS DEFINED BY THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980, AS
AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. BRIGHTON FURTHER ACKNOWLEDGES
AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE LEASES,
BRIGHTON IS RELYING SOLEY ON ITS OWN INVESTIGATION OF THE LEASES AND NOT ON ANY
INFORMATION PROVIDED OR TO BE PROVIDED BY K&D. BRIGHTON FURTHER ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO THE
LEASES WAS OBTAINED FROM A VARIETY OF SOURCES AND THE K&D HAS NOT MADE ANY
INDEPENDENT INVESTGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
REPRESENTATIONS AS TO THE ACCURACY OR COMPLEMENTS OF SUCH INFORMATION. K&D IS
NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR