Minutes - 22

21

in cash for all of its oil wells being some 115 more or less and the production thereof with all pumping stations and appliances incident to the operation of said wells together with all lands held in fee or by lease wherever situated together with all other properties of the Southern Oil Copmany of every nature and description except the bills and other obligations payable to the Southern Oil Company up to the date of transfer of said properties.

II - The Southern Oil Copany to pay all of its debts and oblications. This company will in no wise assuming the obligations thereof except as to contracts for rentals and leases - contracts for supplies or otherwise the results of which go to the Houston Oil Company of Texas and the payment of which said Houston Oil Company will assume.

III - The production of oil up to and including the date of transfer of the possession of property shall belong to and be the property of the Southern Oil Company and all expenses up to said date to be paid by the latter company.

IV - This offer is made subject to an examination of the titles to all property upon which wells are being operated and within what is known as the developed district.

Note: Mr. Henry T. Kent having stated that he was an officer of the Southern Oil Company and requested to be excused from voting on said resolutions or considering same was duly excused and did not participate in the consideration of the vote on same.