SALES AND PURCHASE AGREEMENT
State of Texas
County of Harris
Ernie F. Gouge, DBA "Westfield Oil and Gas, Inc." whose address is 21123 Hardy Road, Houston, Texas,
77073, entered into a Gas Processing Agreement with Upper Cumberland Natural Gas Company, Inc. on
November 19, 1999, attached hereto and made part of this agreement. A subsequent Agreement titled
"Amendment to Gas Processing Agreement" was entered into on April 27, 2000, attached hereto and made part
of this Agreement.
This letter conveys 100% of the interest, participation, responsibilities, obligations and all other matters, including,
but not limited to the terms and conditions addressed in the "Gas Processing Agreement" dated November 19,
1999, and the "Amendment to Gas Processing Agreement" dated April 27, 2000, from Ernie F. Gouge, DBA
"Westfield Oil and Gas, Inc." to Alan Hansen whose address is 1605 15th Street, Huntsville, Texas 77340,
hereinafter referred to as "Hansen".
This transfer of interest shall be provided in consideration of a payment of $150,000.00 (one hundred and fifty
thousand dollars). It is agreed and understood by the parties, that Ernie F. Gouge, DBA "Westfield Oil and Gas,
Inc.", will deliver, convey, and transfer said interest free and clear of any debt related to the installation and start
up costs, or operations of said plant, and there will be no outstanding invoices at the time of executing this
A down payment of $40,000.00 dated May 20, 2000, is hereby paid to Ernie F. Gouge, DBA "Westfield Oil
and Gas, Inc." and the acceptance of this promissory note in the amount of $117,500.00 due and payable on
June 6, 2000, attached hereto, does hereby transfer said interest to Alan L. Hansen as of this date. In the event
"Hansen" fails to pay the balance of said promissory note, all interests shall revert to Ernie F. Gouge, DBA
"Westfield Oil and Gas, Inc."
At a review of all paid and unpaid invoices will presented by Ernie F. Gouge, EBA "Westfield Oil and Gas. Inc.,"