And the party of the first part, in consideration aforesaid, does further promise and agree to and with the said party of the second part that, upon request of the said party of the second part and without expense to him, the said party of the first part, he, the said party of the first part, will execute such other and further papers, declarations, conveyances, and assignments as may be proper for the purpose of more fully vesting title to said claim and rights of action in all of the said property above described in the said party of the second part or his assigns; and, also, the party of the first part agrees that, at the expense of the party of the second part and upon his request, he will furnish all data in his possession and evidence in the hands of the party of the first part which the said party of the second part may think requisite, incident, or necessary to the maintenance or establishment of said property rights hereinabove conveyed. It is further agreed that in any litigation or settlement between the party of the second part and said Fitzhugh the party of the second part shall be entitled to use as a credit to his account, and charge against the account of the said Fitzhugh, all the expenditures heretofore made by the party of the first part in the State of Wyoming, under and in pursuance of said contract and modification thereof, between the party of the first part and said Fitzhugh, to the same extent and under the same title and right so to do as though such litigation or settlement was being made by the party of the first part with said Fitzhugh. In witness whereof, the party of the first part has hereunto set his hand and seal, the day and year first above written.

[SEAL.]

WILLIAM G. HENSHAW.

The disguised assignment to F. P. Evans was by him reassigned to “O. H. Shoup, Trustee."

EXHIBIT J

For and in consideration of the sum of $1 and other good and valuable consideration in hand paid the undersigned, by O. H. Shoup, trustee, the receipt of which is hereby confessed and acknowledge, the undersigned has sold, transferred and set over, and by these presents, does sell, transfer and set over, under said O. H. Shoup, trustee, his successors or assigns, that certain option agreement heretofore and on to wit the 24th day of July, 1911, made and entered into between the undersigned, and William G. Henshaw, of San Francisco, Calif., together with all his rights and privileges therein and thereunder, with full right to enforce and take advantage of the same with the same effect and to the same extent as the undersigned could do.

In witness whereof, the undersigned has hereunto set his hand and seal this 19th day of August, 1911.

[SEAL.]

F. P. EVANS.

The acknowledgment dated August 19, 1911, is omitted. "O. H. Shoup, trustee," had acted as such for the Midwest Oil Co. and was acting for the Reed interests which were incorporated in the several names of the Reed companies, May 13, 1912, and thereafter took title to these lands from William G. Henshaw et al. under the contract of purchase of July 24, 1911. Hence the present claimants are directly connected with the fraud. (In pencil: Nothing on the face of any of the contracts to show fraud.)

Not content to let well enough alone or to leave any doubt that the last phrase "and other and all manner of methods and acquisition" in the contract of November 16, 1909, included locations about to be made on Government land. The Reed interests still insisting on the pound of flesh they secured by purchasing the unlawful interest of William G. Henshaw in that part of the locations taken under the names of William M. Fitzhugh and Mary E. Fitzhugh, proceeded to enforce the contracts of August 15, 1909, and November 16, 1909, by instituting suit thereon in the District Court of Natrona County, Wyo., under the ficticious name of The California Oil Land Co. on May 28, 1913. That the Reed interests of companies under the name of "O. H. Shoup, Trustee" was the real party in interest in that litigation and settlement is shown by the foregoing contracts, agreements and assignments. It is also further shown by evidence in a certain case that will hereinafter be referred to given by the following persons;

William H. Metcalf testified that he was private secretary for William G. Henshaw and had been such about nine years prior to February 11, 1918; that he had no interest in the California Oil Land Co. and was a mere accommodation incorporator.

H. C. Coward testified he was an employee of William G. Henshaw and a mere accommodation incorporator of the California Oil Land Co.

Charles T. Rudolph testified he acted as one of the incorporators merely as an accommodation to William G. Henshaw.

But William G. Henshaw had long since sold this claim against William M. Fitzhugh and merely formed the California Oil Land Co. to carry out his contract of sale.

The present claimants were successful in their scheme and secured the settlement with William M. Fitzhugh July 29, 1913, which follows:

EXHIBIT O

An agreement made this 29th day of July, 1913, between William G. Henshaw, acting for himself and also for each and all of his associates hereinafter referred to, party of the first part; the California Oil Land Co. (hereinafter called the California Co.), a corporation organized and existing under and by virtue of the laws of the State of California, party of the second part; the C. & W. Oil Co. (hereinafter called the C. & W. Co.), a corporation organized and existing under and by virtue of the laws of the State of California, party of the third part; William M. Fitzhugh, party of the fourth part; Mary E. Fitzhugh, party of the fifth part; and the Midwest Oil Co. (hereinafter called the Midwest Co.), a corporation organized and existing under and by virtue of the laws of the State of Arizona, part oy fthe sixth part.

Witnesseth: Whereas heretofore the party of the fourth part, acting for himself and for the party of the fifth part, entered into three certain agreements in writing (hereinafter called the Fitzhugh contracts or agreement), as follows: (a) An agreement bearing date the 3d day of June, 1911, between William M. Fitzhugh (the party of the fourth part herein), the Midwest Oil Co. (party of the sixth part herein), and O. H. Shoup, a true copy of which is attached hereto and marked Exhibit 1;

(b) An agreement bearing the date of 14th day of July, 1911, between said William M. Fitzhugh, the said Midwest Co., and the Reed Investment Co., a true copy of which is attached hereto and marked Exhibit 2;

(c) An agreement bearing even date herewith between said William M. Fitzhugh, Mary E. Fitzhugh, O. H. Shoup, and various corporations, a true copy of which is attached hereto and marked Exhibit 3 (except that such copy does not contain the exhibits which were attached to the originals thereof and are therein referred to).

And whereas, under and by virtue of said agreements, the parties of the fourth and fifth parts have become entitled to receive and have heretofore received from the Midwest Co. certain sums of money on account of oil extracted from the lands segregated to the Midwest Co. (or to one O. H. Shoup) under the terms of said agreements, and particularly the first two above mentioned, for the uses and purposes therein stated, and will hereafter become entitled to receive additional sums of money on account of oil produced therefrom; and

Whereas heretofore and on or about May 28, 1913, the California Co., as assignee of the party of the first part, and his associates, instituted in the district court for the county of Natrona, State of Wyoming, its suit in equity against the parties of the fourth and fifth parts and the Midwest Co., wherein it claimed, among other things, that it was entitled to three-fourths of all profits derived by the parties of the fourth and fifth parts under the two agreements referred to in above items (a) and (b), all as will more fully appear from the plaintiff's petition in said suit; and

Whereas the claims of the California Co. in said suit are predicated upon a certain instrument in writing dated the 15th day of August, 1909, and a modification thereof dated the 16th day of November, 1909, signed by the parties of the first and fourth parts and which are set forth in the petition of the California Co. in said suit; and

Whereas the parties of the fourth and fifth parts have denied and still deny that the California Co. or said party of the first part or his associates have been or are interested in the said Fitzhugh agreements or in or to any profits accruing to the parties of the fourth or fifth parts therefrom; and

Whereas heretofore and in the month of December, 1910, the party of the first part caused to be incorporated the C. & W. Co. for the purpose of performing the functions of the proposed corporation referred to by the terms of said instrument in writing dated the 15th day of August, 1909, and said C. & W.

Co. thereafter made certain demands upon the party of the fourth part for the conveyance of certain lands or interests in lands to which it claimed to be entitled by the terms of said instrument and which demands were disregarded by the party of the fourth part; and

Whereas neither the party of the first part or any of his associates nor the C. & W. Co. now claims any right or interest in and to the aforesaid Fitzhugh agreements or in any profits accruing to anyone therefrom, but in view of the settlement and adjustment hereinafter specified they join herein in order forever to insure the said settlement; and

Whereas, regardless of the merits of said suit of the California Co., all parties hereto (except the Midwest Co.) believe that it would be to their best interest to compromise and settle their controversies in the manner herein set forth:

Now, therefore, in consideration of the premises and of the agreements hereinafter contained and of the sum of $1 to each of the parties hereto in hand paid by the other, it is agreed:

First. The party of the first part makes and enters into this agreement not only in behalf of himself, but also of all other persons who may at any time have been associated with him in the ownership of any rights or interests in the county of Natrona, State of Wyoming (other than the parties of the fourth and fifth) and in behalf of himself and his said associates, and C. & W. Co. also, acknowledges and declares that whatever rights or interests they or either of them may heretofore have had in and to the Fitzhugh agreements referred to in terms (a), (b), and (c) above and copies of which are attached hereto and marked Exhibits 1 and 2, or in or to any profits accrued or accruing to the parties of the fourth or fifth parts thereunder, having been heretofore assigned, set over, and conveyed by good and sufficient instrument in writing to the California Co., which is now the holder thereof.

Second. The parties of the fourth and fifth parts do hereby assign and set over unto the California Co. the right to receive from the Midwest Co. 19 per cent of all sums of money which may have accrued on account of oil produced from the lands affected by said Fitzhugh agreements since the 1st day of May, 1913, or which may at any time hereafter accrue or become payable by the Midwest Co. to the said parties of the fourth and fifth parts, their successors and assigns, under the Fitzhugh agreements or modifications thereof; and they hereby author ze and order the Midwest Co. to deduct from the said sum so becoming due from it to them, their successors or assigns under said agreements, and to pay direct to the California Co. the said 19 per cent of the amount thereof out of each installment as it becomes due and payable. The amounts already due from the Midwest Co. under the Fitzhugh agreements, for the oil production for the months of May and June, 1913, are now deposited with the clerk of the District Court for Natrona County, Wyo., under an order of court entered in the above-entitled suit, on May 31, 1913. Of these sums 19 per cent shall be paid to the California Co., and the balance thereof shall be paid to the parties of the fourth and fifth parts as soon as said moneys are released from such order of court by the dismissal of said suit as hereinafter mentioned. The Midwest Co. hereby accepts such assignment and order and agrees to pay to the California Co., its successors and assigns, said 19 per cent of all sums of money hereafter accruing monthly or otherwise to said parties of the fourth and fifth parts, their successors and assigns, under the Fitzhugh agreements above mentioned.

Third. It is expressly agreed that the assignment and order made in the last preceding paragraph second hereof shall not cover or affect (a) any portion of the moneys which the party of the first part or any of his associates, may heretofore have received as consideration for the sale and conveyance by them of their rights, titles or interests in and to any lands or interests in lands in said Natrona County, or (b) any sums of money which the parties of the fourth and fifth parts, or either of them, may have heretofore received from the Midwest Co. or any other persons, under the Fitzhugh agreements, and on account of oil produced from any lands in the said Natrona County prior to the 1st day of May, 1913, or (c) any moneys which are now due and payable from the Midwest Co. or the Reed Investment Co. to the parties of the fourth and fifth parts as specified in paragraph second of the agreement of even date herewith, a copy of which, marked Exhib.t 3, is attached hereto. As to the moneys specified in clause (a) of this paragraph, the same shall be retained by the party of the first part and his associates as their sole property and without liability to account, directly or indirectly, to either of the parties

of the fourth or fifth parts for the whole or any part thereof, and free and clear of all claims and demands, direct or indirect, of such last named parties against the same or any part thereof; and as to the moneys specified in clauses (b) and (c) of this paragraph the same shall likewise be retained by or paid to (as the case may be) the parties of the fourth and fifth parts as their sole property and without liability to account directly or indirectly, to any of the other parties to the agreement, or to any of the associates of the party of the first part, for the whole or any part thereof, and free and clear of all claims and demands, direct or indirect, of any such other parties against the same, or any part thereof.

Fourth. The party of the first part, acting for himself and his associates, and the California Co. and the C. & W. Co., and each of them, jointly and severally, do remise, release and forever discharge and acquit the parties of the fourth and fifth parts, and each of them, from any and all actions, causes of action, cla ms and demands of whatsoever character, which they or either of them now have or claim to have against said parties of the fourth and fifth parts, or either of them, on account of any matters, transactions or agreements of whatsoever character, and howsoever arising, at any time heretofore, whether the same be hereinafter specified or otherwise, and also on account of all matters, transactions or expenditures arising out of or from the said agreements of August 15, 1909, or November 16, 1909, or any other agreements, oral or written, or relations at any time heretofore existing between said parties in any way affecting lands or interests in lands or proceeds of lands or profits or products thereof, situate in the State of Wyoming; and they and each of them remise, release, and discharge said parties of the fourth and fifth parts or either of them from any liability to account, directly or indirectly, to the party of the first part or any of his associates or to the California Co., or the C. & W. Co., for any moneys, profits, emoluments, or property derived or to be derived in any manner by the parties of the fourth and fifth parts under and by virtue of the Fitzhugh agreements, save and except as the California Co., is entitled to 19 per cent of such moneys under paragraph second hereof.

Fifth. The parties of the fourth and fifth parts, and each of them, jointly and severally, do remise, release, and forever discharge and acquit the party of the first part and his associates, the California Co. and the C. & W. Co., and each of them, from any and all actions, causes of action, claims and demands of whatsoever character which they or either of them now have or claim to have against the said parties last above mentioned, or either of them on account of any matters, transactions, or agreements, of whatsoever character and howsoever arising at any time heretofore, whether the same be hereinafter specified or otherwise, and also on account of all matters, transactions, and expenditures arising out of or from the said agreements of August 15, 1909, or Noyember 16, 1909, or any other agreements, oral or written, or relations at any time heretofore existing between the said parties, or either of them, and the parties of the fourth and fifth parts, or either of them, in any way affecting lands or interests in lands or proceeds of lands or profits or products thereof, situate in the State of Wyoming; and they and each of them remise, release, and discharge the said party of the first part and his associates, the California Co and the C. & W. Co., and each of them, from any liability to account, directly or indirectly, to the party of the fourth part and the party of the fifth part, or either of them, for any moneys, profits, emoluments, or property heretofore derived (or to be derived) in any manner by said party of the first part, the California Co. and the C. & W. Co., or either of them, from the sale or conveyance of their right, title, and interest, or the right, title, and interest or either of them in any lands, or interests in lands, or proceeds of lands, profits or products thereof, situate in the State of Wyoming.

Sixth. The parties of the fourth and fifth parts, and each of them, do hereby remise, release, convey, and quitclaim unto the party of the first part and his said associates, or to such of said associates as may be beneficially interested therein, and to their heirs, executors, administrators, and assigns, all of the right, title, and interest of whatsoever character and howsoever derived, now held or owned by the parties of the fourth and fifth parts or any of them in and to any lands, leases, or agreements affecting lands or the products thereof, or mining locations, which may be situate, lying, and being in the county of Big Horn, in the State of Wyoming: Provided, however, That by acceptance hereof the said party of the first part and his associates

beneficially interested as aforesaid, do hereby assume and agree to pay any and all unpaid taxes upon said property so quitclaimed, including any taxes levied or to be levied for the year 1913.

Seventh. The above-mentioned agreements of August 15 and November 16, 1909, or any modifications thereof, and any other agreements between the party of the first part, either in person or representing himself and associates, and the parties of the fourth and fifth parts or either of them (except contracts to which the Midwest Co. is a party) respecting any lands, property, or rights or profits therefrom within the State of Wyoming are hereby settled, satisfied, and terminated.

Eighth. The California Co., in so far as its interest are concerned, hereby assents to and confirms the Fitzhugh agreements.

Ninth. The suit hereinabove mentioned shall forthwith be dismissed at the cost of the plaintiff, and the moneys now on deposit with the clerk of said district court shall forthwith be released to the Midwest Co. by appropriate proceedings; and immediately thereupon 19 per cent thereof shall forthwith be paid by the Midwest Co. to the California Co. and the remainder, or 81 per cent thereof, shall forthwith be paid to the parties of the fourth and fifth parts.

Tenth. This agreement shall be binding upon and enforcible by and against the respective heirs, executors, administrators, and assigns of the parties hereto.

In witness whereof the parties of the first, fourth, and fifth parts have hereunto set their hands and seals, and the parties of the second, third, and sixth parts have caused these presents to be executed in their respective corporate names by their respective officers duly authorized by their respective boards of directors, and all their respective corporate seals to be hereunto affixed, all on the day and year first above written.

The several acknowledgments are omitted.

Its President.

J. L. WARREN, Secretary.

The above contract related only to locations on Government land. The very lands these very parties will now want to lease. There was a claim with respect to three-fourths of an interest in a lease on patented land sold by Fitzhugh for $52,000 that was collected by William G. Henshaw, that was $39,000 with interest. The 81 per cent of the money purported to be released to Fitzhugh by the above contract was used to pay that claim.

This completes the story. An illegal agreement to give William G. Henshaw a three-fourths interest in locations made in the name of William M. Fitzhugh is enforced by the present claimants securing 19 per cent of the proceeds from the land located in the names of William M. Fitzhugh and Mary E. Fitzhugh, while William M. Fitzhugh is forced to give up his claim to one-fourth of that received by William G. Henshaw.