Agreement For Sale of LLC Membership Units

AGREEMENT FOR SALE OF
LLC MEMBERSHIP UNITS
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MEMBERSHIP UNIT PURCHASE AGREEMENT made and entered into as of September 15, 2004, by and between SBI Oil and Gas Resource Exploration LLC, a Delaware limited liability company (the "Seller") and Aztec Oil & Gas, Inc., a Nevada corporation (the "Buyer").


Whereas, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, a 31.283% membership unit interest (the "Units") in Z2, LLC, a Florida limited liability company ("Z2") on the terms and conditions set forth herein;


Now, therefore, in consideration of the mutual covenants, agreements, undertakings, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Seller and the Buyer agree as follows:


1. Sale and Purchase of Membership Units. At the Closing provided for in Paragraph 3, the Seller shall sell and transfer the Units to the Buyer against payment by the Buyer of the Purchase Price provided for in Paragraph 2.


2. Purchase Price of Membership Units. The Purchase Price for the Units is:


(a) The assumption and agreement to pay the unpaid balance of the Purchase Price Obligation in the amount of Two Hundred Sixty-Five Thousand Dollars ($265,000) described in that certain agreement for sale of 8.083 LLC Membership Units dated August 1, 2004 by and between Business and Financial Consultants, LLC, a Florida limited liability company, as Seller, and SBI Oil and Gas Resource Exploration, LLC, a Delaware limited liability company, as Buyer.


(b) The execution and delivery by Buyer of a Promissory Note in the original principal amount of Two Hundred Fifty Thousand Dollars ($250,000) payable on or before the expiration of two years after date and convertible, at the option of the holder, into Two Hundred Fifty Thousand (250,000) shares of common stock of Buyer in the form and substance attached hereto as Exhibit A.


(c) Four Hundred Thousand (400,000) shares of common stock of Buyer bearing the following restrictive legend:


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD,
TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR RECEIPT BY THE MAKER OF AN OPINION OF COUNSEL IN
THE FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE MAKER
THAT THIS NOTE MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF,
UNDER AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE
SECURITIES LAWS.


3. Closing. The Closing of the sale and purchase of the Units shall take place in Houston, Texas on such date and at such time as the Parties shall agree, with an effective date of September 15, 2004. At the Closing, the Seller shall deliver to the Buyer the original Membership Certificate, a copy of which is attached as Exhibit B, representing the Units, duly endorsed to the Buyer or as the Buyer may direct. At the Closing, the Seller and the Buyer shall execute and deliver an Assignment of Limited Liability Company Interest with respect to the Units (the "Assignment Document"), and the Seller shall obtain and deliver the signatures to such Assignment Document by all members of Z2 indicating their consent to the transfer of the Units and the admission of the Buyer as a member of Z2.


4. Representations and Warranties of the Seller. The Seller represents and warrants to the Buyer as follows:


(a) Organization and Qualification. Z2 is a duly organized and validly existing limited liability company under the laws of the State of Florida. Z2 has the power, authority and capacity to own, lease and operate its properties, and to carry on its business, as the same is now being conducted. Z2 is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to do so would not have an adverse material effect on Z2. The total outstanding equity ownership of Z2 consists of 100 membership units.


(b) The Units. The Seller is the lawful owner of the Units, and the Seller has the full power and authority to sell such Units, free and clear of any liens or encumbrances whatsoever. All of the Units have been validly issued and are fully paid and nonassessable and not subject to any capital call or requirement to make any further capital contribution to Z2, except as provided in the Z2, LLC Agreement Between Equity Holders among the members of Z2 dated May 17, 2004 (the "Equity Holders' Agreement"). No person has any present or future right (conditional, preemptive or otherwise) to acquire any of the Units which has not been effectively waived with respect to the sale and transfer contemplated hereby.


(c) Due Authorization; Enforceability. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the sale and transfer of the Units) has been duly authorized by all requisite action on the part of the managers and members of the Seller. This Agreement constitutes the valid and binding obligation of the Seller, enforceable in accordance with its terms.


(d) No Breach or Conflict. The sale of the Units contemplated by this Agreement does not conflict with, or result in a breach of, or a default under, the Operating Agreement of Z2 or any agreement or instrument to which Z2 or the Seller is a party or by which Z2 or the Seller or the Units are bound.


(e) Access to Information and Full Disclosure. The Seller has provided, and until the Closing will continue to provide, to the Buyer the opportunity to ask questions of and receive answers from representatives of Z2 concerning the business and prospects of Z2 and to obtain any additional information necessary to verify the information provided to the Buyer or otherwise relative to the finances and business of Z2, to the extent that the Seller possesses such information or can acquire it without unreasonable effort or expense. The Seller is not aware of any material fact regarding Z2, the business and prospects of Z2, or the industry in which Z2 operates which has not been disclosed to the Buyer.


5. Representations and Warranties of the Buyer. The Buyer represents and warrants to the Seller as follows:


(a) Organization and Qualification. Buyer is a duly organized and validly existing limited liability company under the laws of the State of Nevada. Buyer has the power, authority and capacity to own, lease and operate its properties, and to carry on its business, as the same is now being conducted.


(b) Due Authorization; Enforceability. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the sale and transfer of the Units) has been duly authorized by all requisite action on the part of the board of directors of the Buyer. This Agreement constitutes the valid and binding obligation of the Buyer, enforceable in accordance with its terms.


(c) No Breach or Conflict. The sale of the Units contemplated by this Agreement does not conflict with, or result in a breach of, or a default under any agreement or instrument to which Buyer is a party or by which Buyer is bound.


(d) Investment Intent. The Buyer is purchasing the Units for investment and has no present intent of engaging in a distribution (as such term is defined in the Securities Act of 1933, as amended) of such Units.


(e) Knowledge and Experience. The Buyer is an "accredited investor" (as such term is defined in Registration D under the Securities Act of 1933, as amended), is knowledgeable and experienced in businesses of the sort conducted by Z2, and acknowledges that it has had the opportunity to make inquiry of management of Z2 concerning the business and financial condition of Z2 and has received answers to its inquiries that it considers fully responsive and satisfactory.


(f) Investment Risk. The Buyer understands that the Units have not been registered under the Securities Act of 1933, as amended, were acquired by the Seller in a transaction exempt from the provisions of such Act, and are being sold and transferred to the Buyer in a transaction which the Seller (in reliance on the representations and warranties made by the Buyer herein) believes is exempt from such registration requirements; that there is no public market for the Units; and that the Buyer may be required to hold the Units indefinitely. The Buyer is capable of evaluating the merits and risks involved in the acquisition of the Units and is capable of bearing the economic risk of such investment.


(g) Shares Duly Authorized. The 400,000 shares of common stock of Buyer described in paragraph 2(c) hereinabove, have been duly authorized and, when delivered to Seller, will be validly issued, fully paid and non-assessable shares of common stock of Buyer.


6. Corporate Governance. The Seller and the Buyer agree that the Buyer is acquiring the Units subject to the terms of the Equity Holders' Agreement and of the Articles of Organization and Regulations of Z2.


7. Provisions to Survive Delivery. The representations, warranties, covenants, indemnities, understandings, agreements, and other statements of the Seller and the Buyer set forth in, or made in connection with, this Agreement and the sale of the Units contemplated hereby, shall survive transfer of, and payment for, the Units.


8 Governing Law. This Agreement shall be construed in accordance with the laws of the State of Texas. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties to this Agreement shall be governed by the laws of the State of Texas. Any action or proceeding arising out of or relating to this Agreement shall be brought in the State of Texas.


9. Assignment. Neither this Agreement nor any interest of any party herein may be assigned, pledged or transferred without the prior written consent of the parties hereto and subject to the provisions outlined in the Equity Holders' Agreement.


10. Binding Effect. This Agreement shall inure to the benefit of, and is binding upon, the parties hereto, and their respective heirs, representatives, successors, assigns, and controlling person, but nothing herein shall be construed as an authorization or right of any party to assign its rights and obligations under this Agreement.


11. Waiver. No waiver of any provision hereof shall be valid unless it is in writing and signed by the person against whom it is charged.


12. Notice. Any notice or demand required or permitted to be given pursuant hereto must be in writing delivered personally or mailed by certified mail, postage prepaid, addressed to the person at the address specified below, or at an address changed in this manner.


If to the Buyer: L. Mychal Jefferson, II, CEO
Aztec Oil & Gas, Inc.
770 South Post Oak Lane, Suite 435
Houston, Texas 77056


With a copy to:
Robert L. Sonfield, Jr., Esq.
Sonfield & Sonfield
770 South Post Oak Lane, Suite 435
Houston, Texas 77056


If to the Seller: Matthew McGovern
SBI-USA LLC
610 Newport Center Drive, Suite 1205
Newport Beach, California 92660 ...