Asset Acquisition Agreement between Torreon Holdings, Inc. and Empire Energy Corporation (One E Group, Inc. Interest)

Summary

Torreon Holdings, Inc. agrees to sell its entire interest in One E Group, Inc. to Empire Energy Corporation. In exchange, Torreon will receive 500,000 shares of restricted Empire common stock and 11,000,000 warrants for Empire stock, with specific exercise terms. Torreon will also deliver a portion of insider-held One E Group shares for additional Empire stock. The agreement aims to ensure fair compensation for Torreon if One E Group becomes publicly traded. Both parties have signed to proceed with these terms.

EX-2.04 2 0002.txt ASSET ACQUISITION AGREEMENT Exhibit 2.04 Torreon Holdings, Inc. 3290 South Camino del Sol, Suite 140 Green Valley, Arizona 85614 - -------------------------------------------------------------------------------- Telephone ###-###-#### Fax ###-###-#### June 19, 2000 Mr. Norman L. Peterson Empire Energy Corporation 11011 King Street, Suite 260 Overland Park, Kansas 66210 RE: Letter of Understanding Dear Norm: This letter is written as a proposal resulting from our negotiations of last week relative to the purchase of our interest in One E Group, Inc. by Empire Energy Corporation. It is our desire to proceed with this matter as outlined below. All of us are obviously excited about the future prospects of One E Group and agree that it has explosive potential. Likewise, we are in accord about the objective of making it a publicly held entity in the near future. It is our thinking that you are better positioned to accomplish that goal than we are. We are, in fact, confident that this is an event which will take place. The problem, from the Torreon perspective, is that, if One E Group does become public, we will have sold our interest for a vastly deflated figure which is not equitable. So to address that matter and to keep the overall deal fair to all parties, we would purpose the following: (1) We will accept 500,000 shares of restricted Empire common stock for all of Torreon's holdings in One E Group (5,500,000 shares). (2) We will be responsible for delivering half of the One E Group stock held by insiders (totaling 2,000,000 shares) in return for 200,000 shares of restricted Empire common stock. Mr. Norman L. Peterson Empire Energy Corporation June 19, 2000 Page 2 (3) Additionally, we will accept the issuance of 11,000,000 warrants for Empire common stock in favor of Torreon. Said warrants will contain the following stipulations and conditions. a. $3.00 Exercise Price b. 12-month term c. The warrants are to be non-cancelable but callable at .001 cents per warrant if not exercised within 60 days after Empire Energy Corporation stock trades at 185% of the exercise price on a public market for 30 consecutive calendar days. This proposal, as I stated, has the effect of giving us an opportunity to recognize gain if the venture proceeds, and is, in our opinion, most fair. If this meets with your approval, please sign below. We look forward to a most rewarding venture for all. By order of the Board of Directors Torreon Holdings, Inc. By: /s/ Gary J. Keshner -------------------------- Gary J. Kershner, Chairman GJK:de Accepted Empire Energy Corporation By: /s/ Norman L. Peterson - ------------------------------------- Norman L. Peterson, President Date: - -------------------------------------