CONTRACT
      OF SALE

    


    THIS
      CONTRACT OF SALE is made by K&D
      EQUITY INVESTMENTS, INC.
      , a
      Texas corporation (herein referred to as “K&D”), and BRIGHTON
      OIL & GAS, INC.,
      a
      Nevada corporation, (herein referred to as BRIGHTON).
      

    


    RECITALS

    


    K&D
      is the owner of record title to certain interests oil, gas and/or mineral
leases
      located in Throckmorton county as herein described (The Leases”) more fully
      described in Exhibit “A”. K&D
      wishes
      to sell any and all right, title and interest in and to The Leases and
BRIGHTON
      wishes
      to purchase any and all right, title and interest of K&D
      in and
      to The Leases.

    


    PURCHASE
      AND SALE

    


    K&D
      agrees
      to
      sell and agrees to convey and BRIGHTON
      agrees
      to purchase and to pay for The Leases. 

    


    PURCHASE
      PRICE AND ALLOCATION

    


    The
      total
      purchase price for the Property is 50,000,000 shares of BRIGHTON

    


    NEGATIONS
      OF WARRANTS

    


    BRIGHTON
      AGREES THAT K&D HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND
      DISCLAIMS ANY REPRSENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR
      GUARANTIES OF ANY KIND OR CHARACTER WHATSOVER, WHETHER EXPRESS OR IMPLIED,
      ORAL
      OR WRITTEN, PAST, PRESENT OR FUTURE OF, AS TO CONCERNING OR WITH RESPECT TO
      AS
      THE VALUE, NATURE, QUALITY OR CONDITION OF THE LEASES, INCLUDING, WITHOUT
      LIMITATION, THE WATER, SOIL AND GEOLOGY; (B) THE INCOME TO BE DERIVED FROM
      THE
      LEASES; (C) THE SUITABILITY OF THE LEASES FOR ANY AND ALL ACTIVITIES AND USES
      WHICH BRIGHTON MAY CONDUCT THEREON; (D) THE COMPLIANCE OF OR BY THE LEASES
      OR
      ITS OPERATION WITH ANY LAWS, RULES ORDIANCES OR REGULATIONS OF ANY APPLICABLE
      GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY,
      MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSES OF THE LEASES;
      (F) THE HABITABILITY MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS
      FOR A PARTICULAR PURPOSE OF THE LEASES; (G) THE MANNER, QUALITY, STAE OF REPAIR
      OR LACK OF REPAIR OF THE LEASES; OR (H) ANY OTHER MATTER WITH RESPECT TO THE
      LEASES, AND SPECIFICALLY, THAT K&D HAS NOT MADE, DOES NOT MAKE AND
      SPECIFICALLY DISCLAIMS ANY RESPRESENTATIONS REGARDING COMPLIANCE WITH ANY
      ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES REGULATIONS, ORDERS
      OR REQUIREMENTS, INCLUDING SOLID WASTE, AS DEFINED BY THE U.S. ENVIRONMENTAL
      PROTECTION AGENCY REGULATIONS AT 30 C.F.R. PART 261, OR THE DISPOSAL OR
      EXISTENCE IN OR ON THE LEASES, OF ANY HAZARDOUS SUBSTANCES, AS DEFINED BY THE
      COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT OF 1980,
      AS
      AMENDED, AND REGULATIONS PROMULGATED THEREUNDER. BRIGHTON FURTHER ACKNOWLEDGES
      AND AGREES THAT HAVING BEEN GIVEN THE OPPORTUNITY TO INSPECT THE LEASES,
      BRIGHTON IS RELYING SOLEY ON ITS OWN INVESTIGATION OF THE LEASES AND NOT ON
      ANY
      INFORMATION PROVIDED OR TO BE PROVIDED BY K&D. BRIGHTON FURTHER ACKNOWLEDGES
      AND AGREES THAT ANY INFORMATION PROVIDED OR TO BE PROVIDED WITH RESPECT TO
      THE
      LEASES WAS OBTAINED FROM A VARIETY OF SOURCES AND THE K&D HAS NOT MADE ANY
      INDEPENDENT INVESTGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO
      REPRESENTATIONS AS TO THE ACCURACY OR COMPLEMENTS OF SUCH INFORMATION. K&D
      IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,
      REPRESENTATION OR INFORMATION PERTAINING TO THE LEASES OR THE OPERATION THEREOF,
      FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON.
      GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED
      BY
      LAW, THE SALE OF THE LEASES AS PROVIDED OR HEREIN IS MADE ON AN AS IS AND WHERE
      IS CONDITION AND BASIS WITH ALL FAULTS. IT IS UNDERSTOOD AND AGREED THAT THE
      PURCHASE PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATIONS TO REFLECT THAT ALL
      THE
      LEASES IS SOLD BY K&D AND PURCHASED BY BRIGHTON OIL & GAS, INC. SUBJECT
      TO THE FOREGOING. BY BRIGHTON ACCEPTANCE OF THIS AGREEMENT, BRIGHTON
      ACKNOWLEDGES THIS AGREEMENT IS SUBJECT TO ALL OF THE FORGOING CONDITIONS.



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT

    


    The
      sale
      and transfer of The Leases from K&D to BRIGHTON shall be as set forth in
      Exhibit “B” attached hereto and incorporated herein by reference for all
      purposes.

    


    MISCELLANEOUS
      PROVISIONS

    


    Survival
      of Covenants
      Any of
      the representations, warranties, covenants, and Agreements of the parties,
      as
      well as any rights and benefits of the parties, pertaining to a period of time
      following the closing of the transactions contemplated herby shall survive
      the
      closing and shall not be merged therein. 

    


    Texas
      Law to Apply
      This
      agreement shall be construed under and in accordance with the laws of the State
      of Texas, and all obligations of the parties created hereunder are performable
      in Wichita County, Texas.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Parties
      Bound
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective heirs, executors, administrators, legal representatives,
      K&D and assigns where permitted by this Agreement.

    


    Legal
      Construction
      In case
      any one or more of the provisions contained in this Agreement shall for any
      reason be held to be invalid, illegal, or unenforceable in any respect, such
      invalidity, illegality or unenforceability shall not affect any other provision
      hereof, and this Agreement shall be construed as if the invalid, illegal, or
      unenforceable provision had never been contained herein. 

    


    Prior
      Agreements Superseded
      This
      Agreement constitutes the sole and only Agreement of the parties and superseded
      any prior understandings or written or oral agreements among the parties
      respecting the within subject matter. 

    


    Time
      of Essence
      Time is
      of the essence in this Agreement. 

     

    EXECUTED
      and EFFECTIVE this 19th day of October, 2007.

    


    
      	 	
              K&D
                EQUITY INVESTMENTS, INC., a

            
	 	
              Texas
                Corporation

            
	 	 
	 	 
	 	
              By:/s/
                Jeff Joyce

            
	 	
                
                Jeff Joyce, President

            
	 	 
	 	
              BRIGHTON
                Oil & GAS, INC., a

            
	 	
              Nevada
                Corporation

            
	 	 
	 	 
	 	
              By:/s/
                Charles Stidham

            
	 	
                  
                Charles Stidham, President