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Partial Assignment And Novation Agreement - BIOLARGO, INC. - 4-12-2002

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Partial Assignment And Novation Agreement - BIOLARGO, INC. - 4-12-2002 Powered By Docstoc
					EXHIBIT 99.8 PARTIAL ASSIGNMENT AND NOVATION AGREEMENT (Area: Altares, British Columbia) THIS AGREEMENT dated as of the 12th day of September, 2001. BETWEEN: WESTLINKS RESOURCES LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter called "Assignor") - and NUWAY RESOURCES OF CANADA, LTD., a body corporate, having an office in the City of Calgary, in the Province of Alberta (hereinafter called "Assignee") - and THE BODY OR BODIES CORPORATE, PARTNERSHIPS OR INDIVIDUALS identified as "Third Party" in Schedule "A" attached hereto (whether one or more, hereinafter called "Third Party") WHEREAS Assignor and Third Party are parties to or successors in interest to parties to the agreement described and set forth in Schedule "A" attached hereto (such agreement, including all amendments, if any, thereto being hereinafter called the "Agreement" regardless of whether there be more than one of them but, if more than one, then such reference shall be collective); AND WHEREAS by an agreement dated September 12, 2001 and effective July 18, 2001 (hereinafter called the "Effective Date") made between Assignor and Assignee, Assignee became entitled to a portion of the right, title and interest of the Assignor ("Assigned Interest") in and to the Agreement and agreed to assume a portion of the liabilities and obligations of Assignor under the Agreement as more particularly described in Schedule "A"; AND WHEREAS Assignor is willing to assign, transfer and convey unto Assignee the Assigned Interest in and to the Agreement; AND WHEREAS Third Party is willing to recognize and accept Assignee as a party to the Agreement in the place and stead of Assignor to the extent of the Assigned Interest; NOW THEREFORE THIS AGREEMENT WITNESSES THAT, in consideration of the premises and covenants hereinafter set forth, the parties hereto mutually covenant and agree as follows: 1. Assignor hereby assigns, transfers, conveys and sets over unto Assignee, effective as of the Effective Date, the Assigned Interest of the Assignor in and to the Agreement, and all benefit or advantage derived or to be derived therefrom, to hold the same unto Assignee for its sole use and benefit absolutely, subject nevertheless to the terms and conditions of the Agreement. 2. Assignee hereby accepts the within assignment of the Assigned Interest as of and from the Effective Date and Assignee hereby covenants and agrees with Assignor and Third Party that it shall and will as of and from the Effective Date be bound by and observe, perform and fulfil each and every covenant, agreement, term, condition and stipulation on the part of Assignor in the Agreement reserved and contained, to the same extent as if Assignee had been a party to the Agreement in the place and stead of Assignor.

3. Third Party does hereby consent to the within assignment and accept Assignee as a party to the Agreement as

3. Third Party does hereby consent to the within assignment and accept Assignee as a party to the Agreement as of the Effective Date as to the Assigned Interest and does hereby covenant and agree that from and after the Effective Date Assignee shall be entitled to hold and enforce all the rights and privileges of Assignor under the Agreement and that the Agreement shall continue in full force and effect with Assignee substituted as a party thereto in the place and stead of Assignor. 4. Third Party does hereby wholly release and discharge Assignor from the observance and performance of its covenants and agreements in the Agreement insofar as the same relates to the Assigned Interest as of the Effective Date; provided that, as between Assignor and Third Party, nothing herein contained shall be construed as a release of Assignor from any obligation or liability under the Agreement, which obligation or liability had accrued prior to Effective Date, saving and excepting only any obligation to give notice to Third Party of such disposition by Assignor to Assignee, and Third Party expressly consents to such disposition. 5. Assignee expressly acknowledges that in all matters relating to the Agreement subsequent to the Effective Date and prior to the delivery of a fully executed copy of this agreement to Third Party, including but not limited to all accounting, conduct of operations and disposition of production thereunder, Assignor has been acting as a trustee and duly authorized agent of Assignee and, as between Assignee and Third Party, Assignee does hereby expressly ratify, adopt and confirm all acts or omissions of Assignor in its capacity as trustee and agent, to the end that all acts or omissions shall for the purpose of the Agreement be construed as having been made or done by Assignee. 6. Assignor and Assignee shall at all times hereafter at the cost of Assignee execute such further assurances and do all such further acts as may reasonably be required for the purpose of vesting in Assignee the Assigned Interest in the Agreement. 7. This agreement may be executed in as many counterparts as are necessary and, when a counterpart has been executed by each party, all counterparts together shall constitute one agreement. 8. The address of Assignee for all notices to be hereafter served upon it under the Agreement shall be: NUWAY RESOURCES OF CANADA, LTD. C/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue SW Calgary, Alberta T2P 4H2 Attention: Mary Lou McDonald 9. This agreement shall, in all respects, be interpreted and construed in accordance with the laws in effect in the Province of Alberta and the parties hereto hereby attorn to the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom. 10. This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 2

IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement as of the date first above written. WESTLINKS RESOURCES LTD. (Assignor) Per: NUWAY RESOURCES OF CANADA, LTD. (Assignee)

IN WITNESS WHEREOF the parties hereto have executed and delivered this agreement as of the date first above written. WESTLINKS RESOURCES LTD. (Assignor) Per: NUWAY RESOURCES OF CANADA, LTD. (Assignee) Per: Per: Third Party: ALSASK ENERGY SERVICES INC. Per: Per: This is a counterpart execution page to an Assignment and Novation Agreement dated September 12, 2001 between Westlinks Resources Ltd., as Assignor, NuWay Resources of Canada, Ltd., as Assignee, and Third Party. Area: Altares, British Columbia File: C533 3

SCHEDULE "A" This is Schedule "A" attached to and forming part of an Assignment and Novation Agreement dated September 12, 2001 between Westlinks Resources Ltd., as Assignor, NuWay Resources of Canada, Ltd., as Assignee, and Third Party. "Agreement" Agreement dated December 6, 2000 between Alsask Energy Services Inc. and Westlinks Resources Ltd. "Assigned Interest" An undivided 20.0% interest "Third Party" Alsask Energy Services Inc. For reference only: Area: Altares, British Columbia File: C533 4

EXHIBIT 99.9

SCHEDULE "A" This is Schedule "A" attached to and forming part of an Assignment and Novation Agreement dated September 12, 2001 between Westlinks Resources Ltd., as Assignor, NuWay Resources of Canada, Ltd., as Assignee, and Third Party. "Agreement" Agreement dated December 6, 2000 between Alsask Energy Services Inc. and Westlinks Resources Ltd. "Assigned Interest" An undivided 20.0% interest "Third Party" Alsask Energy Services Inc. For reference only: Area: Altares, British Columbia File: C533 4

EXHIBIT 99.9 NOTICE OF ASSIGNMENT Area: Altares, British Columbia NTS 094-A-05, Blk. A NTS 094-B-08, Blks. A, G to J (General land description, for reference only) WHEREAS, by agreement ("Transfer Agreement") dated September 12, 2001, Westlinks Resources Ltd., as Assignor, transferred and conveyed effective July 18, 2001 ("Transfer Date") an interest in property as more fully described below to NuWay Resources of Canada, Ltd., as Assignee; and WHEREAS, Assignor and one or more parties ("Third Party") are subject to and bound by that certain Participation Agreement dated July 17, 2001 made between, by or among Westlinks Resources Ltd., Sentra Resources Corporation and Canadian Superior Energy Inc. as may have been amended, affecting the land or property therein described ("Master Agreement"); and WHEREAS, in accordance with the terms and provisions of the Master Agreement, Assignor and Assignee intend to serve notice to current Third Party to the Master Agreement of the transfer and conveyance as described in the Transfer Agreement. NOW THEREFORE THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration of the mutual advantages and benefits accruing to the parties hereto, notice is hereby given, as follows: 1. Assignor:

Westlinks Resources Ltd. 2. Assignee:

EXHIBIT 99.9 NOTICE OF ASSIGNMENT Area: Altares, British Columbia NTS 094-A-05, Blk. A NTS 094-B-08, Blks. A, G to J (General land description, for reference only) WHEREAS, by agreement ("Transfer Agreement") dated September 12, 2001, Westlinks Resources Ltd., as Assignor, transferred and conveyed effective July 18, 2001 ("Transfer Date") an interest in property as more fully described below to NuWay Resources of Canada, Ltd., as Assignee; and WHEREAS, Assignor and one or more parties ("Third Party") are subject to and bound by that certain Participation Agreement dated July 17, 2001 made between, by or among Westlinks Resources Ltd., Sentra Resources Corporation and Canadian Superior Energy Inc. as may have been amended, affecting the land or property therein described ("Master Agreement"); and WHEREAS, in accordance with the terms and provisions of the Master Agreement, Assignor and Assignee intend to serve notice to current Third Party to the Master Agreement of the transfer and conveyance as described in the Transfer Agreement. NOW THEREFORE THIS NOTICE OF ASSIGNMENT WITNESSES THAT in consideration of the mutual advantages and benefits accruing to the parties hereto, notice is hereby given, as follows: 1. Assignor:

Westlinks Resources Ltd. 2. Assignee:

NuWay Resources of Canada, Ltd. C/o Macleod Dixon LLP Barristers & Solicitors 3700, 400 - 3rd Avenue SW Calgary, Alberta T2P 4H2 Attention: Mary Lou McDonald 3. Current Third Party to Master Agreement: Westlinks Resources Ltd. Sentra Resources Corporation 4. Assigned Interest: (Check A or B below): [X] A. Transfer Agreement covers 26.6667% of Assignor's entire undivided right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator ("Assigned Interest"); OR [ ] B. Transfer Agreement covers a portion of Assignor's right, title and interest in the Master Agreement but shall not include rights of the Assignor as operator ("Assigned Interest"). In the event Alternative B is checked, the following is the legal description of all lands and interests transferred and conveyed in the Transfer Agreement (attached schedule if more space is needed): 5. Subject to Clause 7 of this Notice of Assignment, Assignor and Assignee, in accordance with the terms of the

Transfer Agreement, acknowledge that: (i) Assignor has transferred and conveyed the Assigned Interest to the Assignee as of the Transfer Date; and

(ii) Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and (iii) Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date. 6. Subject to the terms and provisions of the Transfer Agreement, Assignee on and after the Transfer Date: (i) discharges and releases Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest; and (ii) does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest. 7. Assignee and Assignor agree that in all matters relating to the Master Agreement with respect to the Assigned Interest, subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of Assignee, and Assignee, for the benefit of the Third Party, ratifies, adopts and confirms all acts or omissions of Assignor in such capacity as trustee and agent. 8. This Notice of Assignment shall become binding on all parties to the Master Agreement on the first day of the second calendar month following the month this notice is served on Third Party in accordance with the terms of the Master Agreement ("Binding Date"). In addition, Assignor and Assignee agree that they shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to the Binding Date. 9. Assignor represents and certifies that this Notice of Assignment and its service are in compliance with all the terms and provisions of the Master Agreement. IN WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor and Assignee on the date indicated for each below:
WESTLINKS RESOURCES LTD. (Assignor) Per: ----------------------------Date: ---------------------------NUWAY RESOURCES OF CANADA, LTD. (Assignee) Per: ------------------------------Date: ------------------------------

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(ii) Assignee agrees to replace Assignor, on and after the Transfer Date, as a party to the Master Agreement with respect to the Assigned Interest; and (iii) Assignee agrees to be bound by and observe all terms, obligations and provisions in the Master Agreement with respect to the Assigned Interest on and after the Transfer Date. 6. Subject to the terms and provisions of the Transfer Agreement, Assignee on and after the Transfer Date: (i) discharges and releases Assignor from the observance and performance of all terms and covenants in the Master Agreement and any obligations and liabilities which arise or occur under the Master Agreement with respect to the Assigned Interest; and (ii) does not release and discharge Assignor from any obligation or liability which had arisen or accrued prior to the Transfer Date or which does not relate to the Assigned Interest. 7. Assignee and Assignor agree that in all matters relating to the Master Agreement with respect to the Assigned Interest, subsequent to the Transfer Date and prior to the Binding Date, Assignor acts as trustee for and duly authorized agent of Assignee, and Assignee, for the benefit of the Third Party, ratifies, adopts and confirms all acts or omissions of Assignor in such capacity as trustee and agent. 8. This Notice of Assignment shall become binding on all parties to the Master Agreement on the first day of the second calendar month following the month this notice is served on Third Party in accordance with the terms of the Master Agreement ("Binding Date"). In addition, Assignor and Assignee agree that they shall be solely responsible for any adjustment between themselves with respect to the Assigned Interest as to revenues, benefits, costs, obligations or indemnities which accrue prior to the Binding Date. 9. Assignor represents and certifies that this Notice of Assignment and its service are in compliance with all the terms and provisions of the Master Agreement. IN WITNESS WHEREOF this Notice of Assignment has been duly executed by the Assignor and Assignee on the date indicated for each below:
WESTLINKS RESOURCES LTD. (Assignor) Per: ----------------------------Date: ---------------------------NUWAY RESOURCES OF CANADA, LTD. (Assignee) Per: ------------------------------Date: ------------------------------

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