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EXHIBIT 10.3

AGENCY AGREEMENT

February 28, 2006

AMG Oil Ltd.1407  1050 Burrard Street Vancouver, B.C.
V6Z 2S3

Attention:         
Garth Johnson, Chief Financial Officer

Dear Sirs:

Jones,
Gable & Company Limited (the Agent) understands that AMG Oil Ltd.
(the Corporation) proposes to issue and offer for sale, by way of
private placement, up to 6,000,000 units of the Corporation (the Units)
at a price of U.S.$0.25 per Unit for aggregate gross proceeds of up to
U.S.$1,500,000 (the Offering). Each Unit is to be comprised of one (1)
share of common stock of the Corporation (each a Common Share) and one
non-transferable share purchase warrant (each a Warrant), each Warrant
entitling the holder thereof to purchase one Common Share (each a Warrant
Share) at an exercise price of U.S.$0.50 for a period of (the Warrant
Term) two years following the Closing Date (as hereinafter defined);
provided that if after the later of: (i) the day the Registration Statement (as
hereinafter defined) has been declared effective by the United States Securities
and Exchange Commission (the SEC); and (ii) four months and one day
from the Closing Date, the closing price of the Common Shares on any exchange
that the Common Shares are listed or bulletin board on which the Common Shares
trade equals or exceeds U.S.$1.00 or more for 20 consecutive trading days (the
Acceleration Event), then the Warrant Term shall be automatically
reduced to 30 days from the date of initial issuance of a news release by the
Corporation announcing the acceleration of the Warrant Term (or if such
30th day is not a Business Day, then on the first Business Day after
such 30th day).

The
Agent further understands that, as part of the Offering, each purchaser of Units
shall also receive one non-transferable right for each Unit purchased (a
Right and all such Rights to be issued under the Offering, together
with all of the Units, the Offered Securities), each such Right
entitling the purchaser to receive, for nominal consideration, an additional
0.10 of one Unit in the event that the Corporation has not filed with the SEC a
Registration Statement and had such Registration Statement declared effective by
the SEC on or before 5:00 p.m. (Toronto time) on the date that is 180 days
following the Closing Date (the Registration Filing Deadline).

The
Agent hereby offers to act, and upon its acceptance hereof, the Corporation
hereby appoints the Agent, as the Corporation's exclusive agent to offer the
Offered Securities for sale, on a best efforts basis, upon and subject to the
terms and conditions set forth herein. The Corporation understands that the
Agent is not obliged under any circumstances to purchase any of the Offered
Securities.

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The
Agent may form and manage a group of Canadian investment dealers to offer the
Offered Securities for sale. Subject to the terms hereof, the Corporation
understands that no such investment dealer is obliged under any circumstances to
purchase any of the Offered Securities. The Agent may determine the remuneration
payable to such investment dealers appointed by it, provided that any fee
charged by such investment dealers shall not exceed the Agents Fee (as
hereinafter defined) and shall be payable by the Agent.

In
consideration of the services to be rendered to the Corporation by the Agent
pursuant to this agreement, at the Closing Time (as hereinafter defined), the
Corporation shall pay to the Agent a fee equal to $8,500 plus GST and 6% of the
gross proceeds from the Offering received from Purchasers that purchase Units
through the Agent (the Agents Fee) and shall issue to the Agent
360,000 compensation options (the Compensation Options) entitling the
Agent to purchase up to 360,000 Units, subject to adjustment as described below
(the Compensation Units), at an exercise price of U.S.$0.25 per
Compensation Unit at any time prior to 5:00 p.m. (Toronto time) on the date
which is two years following the Closing Date. Each Compensation Unit shall be
comprised of one Common Share (each a Compensation Share)and
one warrant (each a Compensation Warrant). Each whole Compensation
Warrant will entitle the holder thereof to purchase one Common Share (each a
Compensation Warrant Share) at an exercise price of U.S.$0.50 and
otherwise on the same terms and subject to the same conditions as the Warrants
forming part of the Units; for greater certainty, the Compensation Warrants
issuable upon exercise of the Compensation Options shall expire on the expiry
date of the Warrants forming part of the Units, notwithstanding the date of
exercise of the Compensation Options. At the Closing Time, the Agent shall also
receive one non-transferable right (each, a Compensation Right) for
each Compensation Option issued to the Agent, which shall entitle the Agent to
receive, for nominal consideration, an additional 0.10 of one Compensation Unit
for each Compensation Unit purchased by the Agent (whether purchased before or
after the Registration Filing Deadline), in the event that the Corporation has
not filed with the SEC a Registration Statement and had such Registration
Statement declared effective by the Registration Filing Deadline. The
Compensation Options and the Compensation Rights will be evidenced by one or
more certificates (the Compensation Option Certificates). For greater
certainty, the Agent will not be acting as agent for Purchasers that do not
purchase the Units through the Agent and will not receive any compensation
therefrom.

With
the exception of the fee of $8,500, the Corporation and the Agent acknowledge
and agree that the services to be rendered by the Agent in connection with the
Offering by virtue of this agreement shall, or shall be deemed to be, the supply
of financial services as defined in the Excise Tax Act (Canada).
Therefore, the Agents Fee and any additional consideration to be paid by the
Corporation shall not be subject to the goods and services tax (GST).
In the event it is determined by a competent taxing authority that GST is
payable by the Corporation with respect to the services to be rendered by the
Agent, such GST shall be forthwith paid by the Corporation to such competent
taxing authority or to the Agent, as the case may be. For greater certainty, the
Corporation and the Agent acknowledge and agree that if a separate fee would
have been charged to the Corporation for the supply of services that are not
financial services as defined in the Excise Tax Act (Canada), such
separate fee would not represent more than 50% of the total consideration
payable to the Agent hereunder.

DEFINITIONS

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In
this agreement, in addition to the terms defined above or elsewhere in this
agreement, and unless otherwise indicated or the context manifestly requires
otherwise, the following terms shall have the following meanings:

agreement means the agreement
resulting from the acceptance hereof by the Corporation;

Agreements means this
agreement, the Subscription Agreements, the Registration Rights Agreement, the
Warrant Certificates, the Right Certificates and the Compensation Option
Certificates;

Business Day means a day on
which chartered banks are normally open for business in Toronto, Ontario,
excluding Saturday, Sunday or a statutory or civic holiday;

Canadian Securities Laws means
all applicable securities laws in each of the Offering Provinces and the
respective regulations made thereunder, together with applicable published
policy statements, rules and orders of the securities regulatory authorities in
such province;

Closing means the completion
of the issue and sale by the Corporation of the Offered Securities and the
purchase by the Purchasers of the Offered Securities pursuant to this agreement,
which may, at the option of the Agent, occur on one or more separate occasions,
each of which occasion shall be a Closing for the purposes of this
agreement;

Closing Date means February
27, 2006 or such other date or dates as the Corporation and the Agent may agree
upon in writing;

Closing Time means 10:00 a.m.
(Toronto time) on the Closing Date or such other time on the Closing Date as the
Corporation and the Agent may agree;

Compensation Securities means,
collectively, the Compensation Options, Compensation Units, Compensation Shares,
the Compensation Warrants, the Compensation Warrant Shares, and the Compensation
Rights;

Corporations Information
Record means all press releases, material change reports, annual and
interim financial statements and related managements discussion and analysis,
technical reports, annual information forms, proxy circulars and other documents
which have been filed by or on behalf of the Corporation with the Canadian
securities regulatory authorities and the SEC;

Directed Selling Efforts means
directed selling efforts as defined in Rule 902 of Regulation S;

Exchange means the OTC
Bulletin Board;

Financial Statements means the
audited consolidated balance sheets of the Corporation as at September 30, 2005
and September 30, 2004, the audited consolidated

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statements of operations, changes in
stockholders' equity and cash flows of the Corporation for the years ended
September 30, 2005, September 30, 2004 and September 30, 2003, together with the
notes thereto;

misrepresentation,
material fact, material change and distribution have
the respective meanings ascribed thereto in the Securities Act (British
Columbia), except as otherwise expressly provided herein;

Offering Provinces means the
Provinces of Ontario and British Columbia and such other provinces of Canada
agreed to by the Agent and the Corporation;

Purchasers means the persons
who acquire Offered Securities from the Corporation by executing Subscription
Agreements accepted by the Corporation, and permitted assignees or transferees
of such persons from time to time;

Registration Rights Agreement
means the agreement to be entered into between the Corporation and the Agent on
or before the Closing Date pursuant to which the Corporation shall grant certain
registration rights to the Purchasers in respect of the Underlying Shares;

Registration Statement means a
registration statement with respect to the resale of the Underlying Shares
prepared in the appropriate form as prescribed by the SEC;

Regulation S means Regulation
S adopted by the SEC under the U.S. Securities Act;

Right Certificates means the
certificates evidencing the Rights to be executed by the Corporation, in form
and substance satisfactory to the Corporation and the Agent;

Subscription Agreement means a
subscription agreement executed by a Purchaser and accepted by the Corporation
in the form agreed upon by the Agent and the Corporation;

Subsidiaries means the
companies, if any, which are under the control of the Corporation where control
means the right to elect a majority of the directors of such companies;

Underlying Shares means,
collectively, the Common Shares forming part of the Units, the Warrant Shares,
the Compensation Shares, the Compensation Warrant Shares and, in the event that
the Corporation fails to file a Registration Statement and have the Registration
Statement declared effective by the SEC by the Registration Filing Deadline,
Underlying Shares includes the Common Shares forming part of the Rights
Units and the Common Shares issuable upon exercise of the Warrants forming part
of the Rights Units and, for the purposes of clarity, includes any additional
Compensation Shares issuable to the Agent as a result of the exercise of
Compensation Options granted pursuant to the Compensation Rights and
Compensation Warrant Shares issuable pursuant to the exercise of Compensation
Warrants issued pursuant to the exercise of such Compensation Options;

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U.S. Exchange Act means the
United States Securities Exchange Act of 1934, as amended;

U.S. Person means a U.S.
Person as that term is defined in Regulations S;

U.S. Securities Actmeans the
United States Securities Act of 1933, as amended; and

Warrant Certificates means the
certificates evidencing the Warrants to be executed by the Corporation, in form
and substance satisfactory to the Corporation and the Agent.

INTERPRETATION

The
division of this agreement into sections, subsections, paragraphs and other
subdivisions and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this agreement.
Unless otherwise inconsistent therewith, references in this agreement to
sections, subsections, paragraphs and other subdivisions are to sections,
subsections, paragraphs and other subdivisions of this agreement. In this
agreement, words importing the singular number only include the plural and
vice versa and words importing gender include all genders.

TERMS AND CONDITIONS

|1. | Sale on Exempt Basis.The Agent shall:
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|   |                                      
|   | (a)                                  
|   |                                      
|   | (b)                                  
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      

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| | (iii) | any Directed Selling Efforts in the United States with
      respect to the Offered Securities or the Compensation
  Securities.
| | ----- | --------------------------------------------------------------------------------------------------------------------------------

| | (c) | offer for sale and sell the Offered Securities only to
      such Purchasers and in such manner so that, pursuant to the provisions of
      Canadian Securities Laws, no prospectus or offering memorandum need be
      filed or delivered in connection therewith;                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (d) | not offer for sale or sell the Offered Securities in any
      jurisdiction where the Corporation may be subject to liability in
      connection with the sale of the Offered Securities which is materially
      more onerous than the liability to which it may be subject under Canadian
      Securities Laws;                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | obtain from each Purchaser an executed Subscription
      Agreement and Registration Rights Agreement subject to acceptance by the
      Corporation;                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | ensure that all offers and sales of the Offered
      Securities prior to the expiration of the distribution compliance period
      specified in Category 3 (paragraph (b)(3)) in Rule 903 shall be made only
      in accordance with the provisions of Rule 903 or Rule 904; pursuant to
      registration of the securities under the U.S. Securities Act; or pursuant
      to an available exemption from the registration requirements of the U.S.
      Securities Act; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g) | not engage in hedging transactions with regard to Offered
      Securities prior to the expiration of the distribution compliance period
      specified in Category 3 (paragraph(b)(3)) in Rule 903, unless in
      compliance with the U.S. Securities Act.                                                                                                                                                                                                                      

|2. | Filings.The Corporation undertakes to file or
      cause to be filed all forms or undertakings required to be filed by the
      Corporation and the Purchasers, respectively, in connection with the
      purchase and sale of the Offered Securities so that the distribution of
      the Offered Securities may lawfully occur without the necessity of filing
      a prospectus or an offering memorandum in the Offering Provinces or
      elsewhere, and the Agent undertakes to use its reasonable best efforts to
      cause Purchasers to complete and file, if required, any forms or
      undertakings required by the Canadian Securities Laws or any other
      applicable securities laws. All such filings shall be made by the
      Corporation on behalf of the party legally responsible to file the same
      and all fees payable in connection with such filings shall be at the sole
      expense of the Corporation.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3. | No Offering Memorandum.Neither the Corporation
      nor the Agent shall (i) provide to prospective purchasers an offering
      memorandum within the meaning of Canadian Securities Laws; or (ii) cause
      the sale of the Offered Securities to be advertised in printed public
      media of general and regular paid circulation, radio, television or
      telecommunications, including electronic display and the internet. The
      Corporation represents and warrants that the documents made available to
      the Agent for distribution to prospective purchasers in connection with
      the offering and sale of the Offered Securities are the Subscription
      Agreement, the term sheet and publicly filed documents and such documents
      do not constitute an offering memorandum under
Canadian                                                                                                                    

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|   | Securities Laws. The Agent represents and warrants that
      it shall only distribute to prospective purchasers the Subscription
      Agreement, the term sheet and publicly filed documents. The Agent further
      represents and warrants that it shall offer for sale and sell the Offered
      Securities only in those jurisdictions contemplated in subsection 1(a) and
      not elsewhere, without the express consent of the Corporation.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | Covenants of the
Corporation                                                                                                                                                                                                                                                                                                                                                                                                                           

| | (a) | The Corporation hereby covenants with the Agent and the
      Purchasers that:
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| |     |                                                                               
| |     | (i)                                                                           
| |     |                                                                               
| |     | (ii)                                                                          
| |     |                                                                               
| |     | (iii)                                                                         
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| |     | (iv)                                                                          
| |     |                                                                               
| |     | (v)                                                                           

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| |        | creation of the Warrants, the Rights, the Compensation
      Options and the Compensation Rights; and (D) ensure that the Underlying
      Shares are or will be upon their issue listed and posted for trading on
      the Exchange or any other stock exchange on which the Common Shares are
      listed for trading from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (vi)   | the Corporation will fulfill all legal requirements
      applicable to it to permit the offering and sale of the Offered Securities
      including, without limitation, compliance with all Canadian Securities
      Laws, to enable the Offered Securities to be offered for sale and sold to
      Purchasers without the necessity of filing a prospectus or registration
      statement in the Offering Provinces or in any other
jurisdiction;                                                                                                                                                                                                                                                                                                          
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (vii)  | the Corporation will at all times prior to the Closing
      Date allow the Agent and its representatives to conduct all due diligence
      which the Agent may reasonably require and will use its best efforts to
      make available the Corporations senior management, counsel, auditors,
      independent engineers and other applicable experts to answer any questions
      which the Agent (or another syndicate member) has or may have, including,
      without limiting the generality of the foregoing, any questions posed at
      one or more due diligence sessions to be held prior to the Closing Time,
      for which the Agent (or its counsel) shall distribute in advance a list of
      written questions to be answered thereat;
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (viii) | the Corporation will use its best efforts to fulfill, at
      or prior to the Closing Date, each of the conditions set out in Section
      10;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (ix)   | the Corporation will forthwith after the Closing file
      such documents as may be required under the Canadian Securities Laws
      relating to the Offering which, without limiting the generality of the
      foregoing, shall include a Form 45-106F1 as prescribed under the Canadian
      Securities Laws; and                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (x)    | the Corporation shall provide the Agent with five days
      notice before filing the Registration
Statement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|5. | Material Changes.If at any time after the date
      hereof until Closing there occurs any material change or material changes
      (actual, proposed or prospective) in the business, affairs, operations,
      assets, liabilities, capital or prospects of the Corporation considered as
      a whole, the Corporation shall:
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|   |                                                                                                                                                                                                                                                                                                                                    
|   | (a)                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                    
|   | (b)                                                                                                                                                                                                                                                                                                                                

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|   | The Corporation shall in good faith discuss with the
      Agent any change in circumstances (actual, proposed or prospective) in
      respect of which there is reasonable doubt whether written notice should
      be given to the Agent pursuant to this section.                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                            
|6. | Representations and Warranties of the Corporation.The Corporation represents and warrants to the Agent and the
      Purchasers, and acknowledges that the Agent and the Purchasers are each
      relying upon such representations and warranties in entering into this
      agreement and the Subscription Agreements or purchasing Offered
      Securities, as the case may be, that:

| | (a) | the Corporation has been duly incorporated and organized
      and is validly existing under the laws of the jurisdiction of its
      incorporation and has all requisite corporate capacity, power and
      authority to carry on its business as now conducted by it and as is
      presently proposed to be conducted by it and to own, lease and operate its
      assets;                                                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | the Corporation has no Subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | the Corporation is duly qualified to carry on business
      under the laws of the jurisdiction in which it carries on its business or
      proposes to carry on business and is in good standing in each of such
      jurisdictions;                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (d) | the Corporation is actively seeking to acquire a resource
      or oil and gas property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (e) | the Corporation holds all material licences,
      registrations, permits, consents or qualifications required in order to
      enable its business to be carried on as now conducted or as proposed to be
      conducted, and all such licences, certificates, registrations, permits,
      consents and qualifications are valid and subsisting and in good standing
      and the Corporation has not received any notice of proceedings related to
      the revocation or modification of any such licence, registration, permit,
      consent or qualification;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | the Corporation has conducted and is conducting its
      business in material compliance with all applicable laws, by-laws, rules
      and regulations of each jurisdiction in which that business is carried on
      and the Corporation is not aware of any fact or circumstance that would
      reasonably be expected to have a material adverse effect upon the
      condition, financial or otherwise, or the earnings, business affairs or
      business prospects of the Corporation on a consolidated basis;                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (g) | no consent, approval, permit, authorization, order of or
      filing with any court or governmental agency or body is required by the
      Corporation for the execution and delivery of and the performance by the
      Corporation of its obligations under this agreement, except as may be
      required under the Canadian Securities Laws, the U.S. Securities Act and
      applicable state securities laws, all of which have been or will be
      obtained or filed, as the case may be, in a timely manner in accordance
      with such laws and rules; 

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| | (h) | none of the execution and delivery of the Agreements, the
      performance by the Corporation of its obligations thereunder, the issuance
      and sale of the Offered Securities hereunder, the issuance of the
      Warrants, the issuance of the Compensation Options and the Compensation
      Rights to the Agent, or the issuance of the Underlying Shares will: (A)
      conflict with or result in a breach of or create a state of facts which,
      after notice or lapse of time or both, will result in a breach of (i) any
      statute, rule or regulation applicable to the Corporation; (ii) Canadian
      Securities Laws or any other securities laws; (iii) the constating
      documents, by- laws or resolutions of the directors (or any committee
      thereof) or shareholders of the Corporation which are in effect at the
      date hereof, (iv) any mortgage, note, indenture, contract, agreement,
      instrument, lease or other document to which the Corporation is a party or
      by which it is bound; or (v) any judgement, decree or order binding the
      Corporation or its properties or assets; (B) require the consent,
      approval, authorization, registration or qualification of or with any
      governmental authority, stock exchange, securities association or other
      third party, except: (i) such as have been obtained; or (ii) such as may
      be required (and shall be obtained prior to the Closing Time) under
      Canadian Securities Laws; or (C) give rise to any lien, charge or claim in
      or with respect to the properties or assets of the Corporation or the
      acceleration of or the maturity of any debt under any indenture, mortgage,
      lease, agreement or instrument binding or affecting the Corporation or any
      of its properties or assets;
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| | (i) | the Financial Statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
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| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

and, since September 30, 2005, other
than as publicly disclosed in the Corporations Information Record, there has
not been any material adverse change in the consolidated financial position of
the Corporation or the Corporation's consolidated assets, liabilities or
undertaking (including, without limitation, any write-down of assets), or the
capital stock of the Corporation;

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| | (j) | the Corporation has not filed any tax returns and the
      Corporation is not aware of any tax deficiencies or interest or penalties
      accrued or accruing, or alleged to be accrued or accruing, thereon with
      respect to the Corporation where, in any of the above cases, it would
      reasonably be expected to result in any material adverse change in the
      condition, financial or otherwise, or business prospects of the
      Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (k) | the Corporation is, and will at the Closing Time be, a
      reporting issuer in good standing under the securities laws of the
      Province of British Columbia and has a class of equity securities
      registered pursuant to Section 12(g) of the U.S. Exchange Act and,
      pursuant thereto, is obligated to file periodic and other reports and
      schedules with the SEC and is current in, and will at the Closing Time be
      current in, filing all such periodic reports and schedules and the
      Corporation has complied with its obligations under Canadian Securities
      Laws to make timely disclosure of all material changes relating to it and
      no such disclosure has been made on a confidential basis and there is no
      material change relating to the Corporation which has occurred and with
      respect to which the requisite material change report has not been filed
      under Canadian Securities Laws;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (l) | the Corporation has taken no action designed to, or
      reasonably likely to have the effect of, terminating the registration of
      the Common Shares under the U.S. Exchange Act nor has the Corporation
      received any notification that the SEC is contemplating terminating such
      registration;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (m) | no portion of the Corporations Information Record
      contained an untrue statement of a material fact or omitted to state a
      material fact necessary in order to make the statements made, in the light
      of the circumstances under which they were made, not misleading, as at its
      date of filing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (n) | the authorized capital of the Corporation consists of
      100,000,000 Common Shares of which as at February 26, 2006 and as of
      Closing, 16,600,000 Common Shares are issued and outstanding as fully paid
      and non-assessable shares of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (o) | Computershare Trust Company, Inc. at its principal
      offices in the City of Golden, Colorado, has been duly appointed as the
      registrar and transfer agent for the Common Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (p) | the Common Shares are traded on the Exchange and no order
      ceasing or suspending trading in any securities of the Corporation or
      prohibiting the issue and sale of securities by the Corporation has been
      issued and, to the best of the Corporation's knowledge, no proceedings for
      such purpose have been instituted or are pending, contemplated or
      threatened;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (q) | the attributes of the Offered Securities, the Warrants,
      the Compensation Options and the Compensation Rights, and of all
      securities forming part thereof or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

| |     | issuable upon exercise thereof shall conform in all
      material respects with the description thereof in this agreement and the
      Subscription Agreements;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (r) | each of the form of certificate representing the Common
      Shares, the Warrant Certificate, the Right Certificate and the
      Compensation Option Certificate has been duly approved by the directors of
      the Corporation, does not conflict with the constating documents of the
      Corporation and, to the extent applicable, is in proper form under the
      laws of the State of Nevada and complies with the rules of the
      Exchange;                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (s) | the Corporation is not a party to nor has it granted any
      agreement, warrant, option or right or privilege capable of becoming an
      agreement, for the purchase, subscription or issuance of any Common Shares
      or securities convertible into or exchangeable for Common Shares other
      than pursuant to the Offering;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (t) | each of the Agreements has been, is or will be upon
      execution thereof, duly authorized, executed and delivered by the
      Corporation and constitutes, or will constitute when executed, a legal,
      valid and binding obligation of the Corporation enforceable against the
      Corporation in accordance with its terms except that: (i) the enforcement
      thereof may be limited by bankruptcy, insolvency and other laws affecting
      the enforcement of creditors' rights generally; (ii) rights of indemnity,
      contribution and waiver of contribution thereunder may be limited under
      applicable law; and (iii) equitable remedies, including, without
      limitation, specific performance and injunctive relief, may be granted
      only in the discretion of a court of competent jurisdiction;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (u) | other than the Agent, there is no person, firm or company
      acting or purporting to act at the request of the Corporation, who is
      entitled to any brokerage, agency, finder's or similar fee in connection
      with the transactions contemplated herein;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (v) | the Corporation has not, directly or indirectly, declared
      or paid any dividend or declared or made any other distribution on any of
      its shares or securities of any class, or, directly or indirectly,
      redeemed, purchased or otherwise acquired any of its shares or securities
      or agreed to do any of the foregoing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (w) | there is not, in the articles or by-laws of the
      Corporation or in any agreement, mortgage, note, debenture, indenture or
      other instrument or document to which the Corporation is a party, any
      restriction upon or impediment to the declaration or payment of dividends
      by the directors of the Corporation, the payment of dividends by the
      Corporation to the holders of its Common Shares or the carrying on of
      business as currently contemplated;                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (x) | the Corporation has not withheld, and will not withhold
      from the Agent at any time during the distribution of the Offered
      Securities any facts relating to the Corporation including, without
      limitation, facts relating to any threatened or pending legal, regulatory
      or administrative proceeding, or to the Offering that would be material to
      a prospective purchaser of the Offered
Securities;                                                                                                                                                                                                                                                                                                                                                                                                         

---

| | (y)  | at the Closing Time, all necessary corporate action will
      have been taken by the Corporation to (i) create the Warrants, the Rights,
      the Compensation Options and the Compensation Rights, (ii) authorize the
      Corporation to enter into the Agreements, and (iii) allot and authorize
      the issuance of the Underlying Shares which, when issued in the case of
      the Common Shares comprising part of the Units, and when issued in
      accordance with their terms in the case of the other Underlying Shares,
      will be issued as fully paid and non-assessable shares;                                                                                                                                                                                         
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (z)  | there is no action, suit, proceeding, investigation or
      inquiry outstanding, pending or, to the best of the knowledge, information
      and belief of the Corporation, threatened against or affecting the
      Corporation or any of its properties or assets, at law or in equity or
      before or by any federal, provincial, state, municipal or other
      governmental or regulatory department, commission, agency or board,
      domestic or foreign, which would reasonably be expected to have a material
      adverse effect on the condition (financial or otherwise) of the business,
      properties, assets, capital, net worth or results of operations of the
      Corporation on a consolidated basis;                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (aa) | none of the current or former directors or officers of
      the Corporation or any associate or affiliate of any of the foregoing had,
      has or intends to have any material interest, direct or indirect, in the
      transactions contemplated by this agreement, in any material transaction
      or in any proposed material transaction with the Corporation which, as the
      case may be, materially affects, is material to or will materially affect
      the Corporation;                                                                                                                                                                                                                                                                                                     
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (bb) | the Corporation is in compliance in all material respects
      with all terms and provisions of all contracts, agreements, indentures,
      mortgages, deeds of trust, bank loans, credit agreements, leases,
      policies, instruments and licences in connection with the conduct of its
      business and all such contracts, agreements, indentures, mortgages, deeds
      of trust, bank loans, credit agreements, leases, policies, instruments and
      licences are valid and binding in accordance with their terms and in full
      force and effect, and no breach or default by the Corporation or event
      which, with notice or lapse of time or both, could constitute a material
      breach or material default by the Corporation exists with respect
      thereto;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (cc) | the Corporation has all of the right, title and interest
      in and to its property interests, free and clear of all mortgages, liens,
      charges, pledges, encumbrances, claims, security interests or demands of
      any kind whatsoever;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (dd) | since September 30, 2005, other than as disclosed in the
      Corporations Information Record:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |      | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

| |      | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | there has not been any material adverse change in the
      business, business prospects, conditions (financial or otherwise) or
      results of the operations of the Corporation on a consolidated
    basis;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                 
| | (ee) | except as disclosed in the Financial Statements, the
      Corporation does not have any liabilities, direct or indirect, contingent
      or otherwise, which materially adversely affects the Corporation or would
      reasonably be expected to materially adversely affect, the business,
      prospects, operations or condition (financial or otherwise) of the
      Corporation or its properties or assets, taken as a whole. Without
      limiting the generality of the foregoing, the Corporation does not have
      any material obligation or liability for the debts or obligations of
      others or has any material exposure or liability except as set forth in
      the Financial Statements or those arising in the ordinary course of
      business since the date of the Financial Statements, none of which is
      material to the Corporation on a consolidated basis;                                                                                                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                 
| | (ff) | to the knowledge of the Corporation and its directors and
      officers, no shareholders', pooling or other form of agreement is in force
      or effect which in any manner affects the voting or control of any of the
      securities of the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                 
| | (gg) | the Corporation has no insurance;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                 
| | (hh) | the Corporation is not aware of any legislation which it
      anticipates will materially and adversely affect the business, affairs,
      operations, assets, liabilities (contingent or otherwise) or prospects of
      the Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                 
| | (ii) | the Corporation owns or possesses adequate rights to use
      or assign all material intellectual property used by it in the operation
      of its business, without making any payment to any person or granting any
      rights to any person in exchange therefor, other than in accordance with
      the terms of any such license, sub-license or franchise arrangement. No
      event has occurred during the registration or filing of, or during any
      other proceeding relating to such material intellectual property owned by
      the Corporation that would make invalid or unenforceable, or negate the
      right to issuance or use of any of such material intellectual property
      owned by the Corporation, other than any such event which would not
      reasonably be expected to materially adversely affect the business,
      operations or conditions (financial or otherwise) of the Corporation on a
      consolidated basis. There is no intellectual property of any person which,
      to the knowledge of the Corporation, impairs or prevents the development,
      manufacture, use, sale, lease, license and service of products, now
      existing or under development by the Corporation;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                 
| | (jj) | the Corporation maintains disclosure controls and
      procedures as required by Rule 13a-15 under the U.S. Exchange Act, and
      such controls and procedures are effective to ensure that all material
      information concerning the Corporation is made known, on a timely basis,
      to the individuals responsible for the preparation of the Corporation's
      filings with the SEC. The Corporation has disclosed to its auditors and
      the audit committee of its board of directors (a) all
  significant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

| |      | deficiencies and material weaknesses in the design or
      operation of internal control over financial reporting (as such term is
      defined by Rules 13a-15(f) under the U.S. Exchange Act) which are
      reasonably likely to adversely affect the Corporation's ability to record,
      process, summarize and report financial information and (b) any fraud,
      whether or not material, that involves management or other employees who
      have a significant role in the Corporation's internal controls over
      financial reporting;                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (kk) | the Corporation maintains a system of internal accounting
      controls sufficient to provide commercially reasonable assurance that: (i)
      transactions are executed in accordance with management's general or
      specific authorizations; (ii) transactions are recorded as necessary to
      permit preparation of financial statements in conformity with generally
      accepted accounting principles and to maintain asset accountability; (iii)
      access to assets is permitted only in accordance with management's general
      or specific authorization, and (iv) the recorded accountability for assets
      is compared with the existing assets at reasonable intervals and
      appropriate action is taken with respect to any differences;                                                                                                                                                                                                  
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ll) | the Corporation has complied to the extent necessary with
      the Sarbanes Oxley Act of 2002;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (mm) | there has never been a reportable event (within the
      meaning of National Instrument 51-102 of the Canadian securities
      administrators) involving the Corporation and its current or former
      auditors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (nn) | the Corporation has fulfilled its obligations, if any,
      under the minimum funding standards of Section 302 of the U.S. Employee
      Retirement Income Security Act of 1974 (ERISA) and the
      regulations and published interpretations thereunder with respect to each
      "plan" as defined in Section 3(3) of ERISA and such regulations and
      published interpretations in which its employees are eligible to
      participate and each such plan is in compliance in all material respects
      with the presently applicable provisions of ERISA and such regulations and
      published interpretations. No Reportable Event (as defined in ERISA) has
      occurred with respect to any Pension Plan (as defined in ERISA) for
      which the Corporation could have any liability.                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (oo) | the past operations of the Corporation complied, to the
      best of the knowledge of the Corporation, in all material respects with
      all applicable Environmental Laws (which term means and includes, without
      limitation, any and all applicable international, federal, provincial,
      state, municipal or local laws, statutes, regulations, treaties, orders,
      policies, judgments, decrees, ordinances, official directives and all
      authorizations relating to the environment, occupational health and
      safety, or any Environmental Activity (which term means and includes,
      without limitation, any past, present or future activity, event or
      circumstance in respect of a Contaminant (which term means and includes,
      without limitation, any pollutants, dangerous substances, liquid wastes,
      hazardous wastes, hazardous materials, hazardous substances or
      contaminants or any other matter including

---

| |      | any of the foregoing, as defined or described as such
      pursuant to any Environmental Law), including, without limitation, the
      storage, use, holding, collection, purchase, accumulation, assessment,
      generation, manufacture, construction, processing, treatment,
      stabilization, disposition, handling or transportation thereof, or the
      release, escape, leaching, dispersal or migration thereof into the natural
      environment, including the movement through or in the air, soil, surface
      water or groundwater)). For these purposes, Environmental Laws,
      Environmental Activity or Contaminant do not include the normal course
      obligations for an oil and gas exploration and exploitation business.
      During the normal course business of plugging or abandoning wells, there
      are or may be obligations under applicable Environmental Laws to restore
      the area to its natural state, which obligations are performed by the
      Corporation, to the extent required, according to the applicable
      Environmental Laws. The Corporation also is or may be required to close
      open reserve pits, which obligations are completed, to the extent
      required, within the time periods and according to the specifications of
      the relevant regulatory agency;                                                                                                                                                              
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (pp) | no property which is or has been owned, leased or
      occupied by the Corporation has been designated as a Superfund site
      pursuant to the Comprehensive Environmental Response, Compensation of
      Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.)
      (CERCLA) or otherwise designated as a contaminated site under
      applicable state or local law. The Corporation has not been named as a
      potentially responsible party under CERCLA;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (qq) | the Corporation does not have any knowledge of, and has
      not received any notice of, any material claim, judicial or administrative
      proceeding, pending or threatened against, or which may affect, the
      Corporation or any of the properties, assets or operations thereof,
      relating to, or alleging any violation of any Environmental Law, the
      Corporation is not aware of any facts which could give rise to any such
      claim or judicial or administrative proceeding and neither the Corporation
      or any of its property, assets or operations, is the subject of any
      investigation, evaluation, audit or review by any Governmental Authority
      (which term means and includes, without limitation, any national, federal
      government, province, state, municipality or other political subdivision
      of any of the foregoing, any entity exercising executive, legislative,
      judicial, regulatory or administrative functions of or pertaining to
      government and any corporation or other entity owned or controlled
      (through stock or capital ownership or otherwise) by any of the foregoing)
      to determine whether any violation of any Environmental Law has occurred
      or is occurring or whether any remedial action is needed in connection
      with a release of any Contaminant into the environment, except for
      compliance investigations conducted in the normal course by any
      Governmental Authority;
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (rr) | the Corporation has not given or filed any notice under
      any international, federal, state, provincial or local law with respect to
      any Environmental Activity, the Corporation does not have any liability
      (whether contingent or otherwise) in connection with any Environmental
      Activity and the Corporation is not aware of any notice being given under
      any international, federal, state, provincial or
local                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

| |      | law or of any liability (whether contingent or otherwise)
      with respect to any Environmental Activity relating to or affecting the
      Corporation or any of its properties, assets, businesses or
    operations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (ss) | the Corporation does not store any hazardous or toxic
      waste or substance on the property thereof and it has not disposed of any
      hazardous or toxic waste, in each case in a manner contrary to any
      Environmental Law, and there are no Contaminants on any of the premises at
      which the Corporation carries on business, in each case other than in
      compliance with Environmental Laws;                                                                                                                                                                                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (tt) | the Corporation is not subject to any contingent or other
      liability relating to the restoration or rehabilitation of land, water or
      any other part of the environment, or compliance with any Environmental
      Law; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (uu) | neither the Corporation nor any other person associated
      with or acting on behalf of the Corporation including, without limitation,
      any director, officer, agent or employee of the Corporation, has, directly
      or indirectly, while acting on behalf of the Corporation (i) used any
      corporate funds for unlawful contributions, gifts, entertainment or other
      unlawful expenses relating to political activity; (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to
      foreign or domestic political parties or campaigns from corporate funds;
      (iii) violated any provision of the Foreign Corrupt Practices Act of 1977,
      as amended; or (iv) made any other unlawful
payment.

|7. | Acknowledgements of the Agent.The
Agent:
|-- | ----------------------------------------
|   |                                         
|   | (a)                                     
|   |                                         
|   | (b)                                     
|   |                                         
|   | (c)                                     
|   |                                         
|   | (d)                                     

---

|   | (e)                                                                                                                                                                                                                                                                                                                | acknowledges and agrees that the Corporation will refuse
      to register any transfer of the Compensation Securities not made in
      accordance with the provisions of Regulation S of the U.S. Securities Act,
      pursuant to registration under the U.S. Securities Act, pursuant to an
      available exemption from registration;                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (f)                                                                                                                                                                                                                                                                                                                | acknowledges and agrees that the Corporation may require
      the opinion of legal counsel reasonably acceptable to the Corporation in
      the event of any offer, sale, pledge or transfer of any of the
      Compensation Securities by the Agent pursuant to an exemption from
      registration under the U.S. Securities Act;                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (g)                                                                                                                                                                                                                                                                                                                | agrees not to engage in hedging transactions with regard
      to the Compensation Securities unless in compliance with the U.S.
      Securities Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (h)                                                                                                                                                                                                                                                                                                                | acknowledges and agrees that all certificates
      representing the Compensation Securities will be endorsed with the
      following legend, or such similar legend as deemed advisable by legal
      counsel for the Corporation, to ensure compliance with Regulation S of the
      U.S. Securities Act and to reflect the status of the Compensation
      Securities as restricted securities:                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                    | THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
      BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "ACT"), AND
      HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE ACT.
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8. | Representations and Warranties of the Agent.The
      Agent represents and warrants to the Corporation as follows, and
      acknowledges that the Corporation is relying upon such covenants,
      representations and warranties in connection with the sale of the
      Compensation Securities to the Agent:
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (a)                                                                                                                                                                                                                                                                                                                | the Agent is not a U.S. Person as defined by Regulation
      S of the U.S. Securities Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (b)                                                                                                                                                                                                                                                                                                                | the Agent is not and will not be acquiring the
      Compensation Securities for the account or benefit of a U.S.
  Person;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (c)                                                                                                                                                                                                                                                                                                                | the Agent was not in the United States at the time the
      offer to purchase the Compensation Securities was received or at the time
      this Agreement was executed; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (d)                                                                                                                                                                                                                                                                                                                | this Agreement has been duly authorized, validly executed
      and delivered by the Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|9.  | Closing Deliveries.The purchase and sale of the Offered Securities shall be completed at the Closing Time at the offices of Lang Michener LLP, counsel to the Corporation, at Suite 1500, 1055 West Georgia Street Vancouver,
British Columbia V6E 4N7 or at such other place as the Agent and the Corporation may agree upon. Subject to the terms of this agreement, at the Closing Time, the Agent shall deliver to the Corporation duly executed Subscription Agreements, the
Agents Certificate in the form attached as Schedule A hereto, and pay to the Corporation or as the Corporation may direct the aggregate Gross Proceeds less the Agents Fee therefor and their expenses to the Closing Date in
lawful money of the United States by cheque, or banker's draft or wire transfer. At the Closing Time, the Corporation shall, subject to and to the extent of its acceptance of Subscription Agreements, issue and deliver definitive certificates
representing the Common Shares, the Warrants and the Rights subscribed for pursuant to the Subscription Agreements registered in such names as shall be designated in the Subscription Agreements and issue and deliver to the Agent the Compensation
Option Certificates evidencing the Compensation Options and Compensation Rights to which it is entitled hereunder.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|10. | Closing Conditions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Agents obligations under this agreement, and each Purchaser's obligation to purchase the Offered Securities at the Closing Time (in respect of each Closing Date), shall be conditional upon the fulfilment at or before
such Closing Time of the following conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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| |     | Compensation Options, the Compensation Units, the
      Compensation Rights and the Underlying Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | the Agent shall have received certificates dated the
      Closing Date, signed by one director of the Corporation, with respect to
      the articles and by-laws of the Corporation, the resolutions of the
      Corporation's board of directors relevant to the issue and sale of the
      Offered Securities, the Warrants, the Compensation Options, the
      Compensation Units, the Compensation Rights and the Underlying Shares, the
      execution of the Agreements, the incumbency and signature of signing
      officer, and such other matters as the Agent may reasonably
  request;                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | the Agent shall have received favourable legal opinions
      of counsel to the Corporation in respect of certain matters concerning the
      Corporation, addressed to the Agent, the Purchasers and counsel to the
      Agent, in form and substance satisfactory to the Agent and its counsel,
      acting reasonably, and, in providing such opinions, counsel to the
      Corporation shall be entitled to rely on opinions of local counsel as to
      matters governed by the laws of such other jurisdictions as such counsel
      deems appropriate, and as to matters of fact or expert matters not within
      the knowledge or professional competence of counsel, on certificates of
      public officials and of the auditors, the transfer agent and the officers
      of the Corporation;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d) | the Agent shall be satisfied, in its sole discretion,
      after carrying out such due diligence as the Agent deem appropriate, as to
      the legal, financial and business affairs of the Corporation including,
      without limitation, all legal proceedings against the
  Corporation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e) | the Corporation shall have taken all necessary corporate
      action to authorize and approve the Agreements and all other matters
      relating thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) | the Corporation shall have confirmed that there are no
      requisite regulatory approvals required to be obtained by the Corporation
      in respect of the Offering;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) | the Corporation and the Agent shall have entered into the
      Registration Rights Agreement in such form and containing such terms and
      conditions as are customary for agreements of this nature in the context
      of the Offering;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | the Corporation and the Agent shall have complied fully
      with all covenants set forth herein and all relevant statutory and
      regulatory requirements, required to be complied with prior to the Closing
      Time; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | the Underlying Shares and the Warrants shall not be
      subject to a hold period under Canadian Securities Laws that is greater
      than four months from the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

Any
breach or failure to comply with any of the foregoing conditions shall entitle
either of the Agent, in its sole discretion, to terminate the obligations of the
Agent under this agreement (subject to Section 17) and the obligations of the
Purchasers under the Subscription Agreements

---

obtained by the Agent by written notice to that effect given to
the Corporation at or prior to the Closing Time.

|11. | Rights of Termination.In addition to any other
      remedies which may be available to the Agent, the Agent shall be entitled,
      at its option, to terminate and cancel, without any liability on its part,
      all of its obligations under this agreement and the obligations of any
      person whom it has solicited to purchase the Offered Securities who has
      executed a Subscription Agreement, by notice in writing to that effect
      delivered to the Corporation prior to the Closing Time if:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |     | Securities or the Underlying Shares cannot, in the
      Agents sole opinion, be successfully or profitably marketed or
    sold;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (f) | any order to cease trade or suspend trading in any
      securities of the Corporation, or prohibiting or restricting the
      distribution of any of the Offered Securities or the Underlying Shares or
      the Warrants is made, threatened or announced by any securities regulatory
      authority in the Offering Provinces (or in the United States or in any
      other jurisdiction in which Offered Securities are to be offered for sale
      and sold in accordance with section 1(a) of this agreement), stock
      exchange or other competent authority and such order is not rescinded,
      revoked or withdrawn;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (g) | the Corporation is in breach of, in default under or in
      non-compliance with any material representation, warranty, term, condition
      or covenant of this agreement or the Subscription Agreement; or                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (h) | the Underlying Shares acquired by any Purchaser in the
      Offering Provinces would be, if the Offering were completed, subject to a
      hold period in Canada in excess of four months from the Closing Date
      (exclusive of any restrictions on transfer into the United States unless
      such transfer is made pursuant to the Registration Statement or an
      exemption from the registration requirements of the U.S. Securities
      Act).                                                                                                                                                                          

|    | If the Agent terminates this agreement pursuant to this
      section, there shall be no further liability on the part of the Agent or
      of the Corporation to the Agent except in respect of any liability which
      may have arisen or may thereafter arise under Sections 12, 14 or 15
      hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The right of the Agent to terminate its obligations under
      this agreement is in addition to such other remedies as it may have in
      respect of any default, act or failure to act of the Corporation in
      respect of any of the matters contemplated by this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|12. | Expenses.Whether or not Closing occurs, the
      Corporation shall pay all the costs, fees and expenses of or incidental to
      the performance of the obligations under this agreement including, without
      limitation: (i) the cost of registration, countersignature and delivery of
      the Warrants and the Underlying Shares, (ii) the fees and expenses of the
      Corporation's auditors, counsel and any local counsel, transfer agent,
      engineers and other outside consultants, (iii) the reasonable fees and
      expenses of any counsel employed by the Agent (including GST thereon),
      (iv) the Agents reasonable out-of-pocket expenses and (v) all filing fees
      and stock exchange listing fees relating to the Offering. Such amounts
      payable to the Agent shall be paid by the Corporation at the Closing Time
      to the Agent in respect of expenses and fees incurred to such date and in
      respect of expenses and fees incurred after the Closing Time, such amounts
      shall be paid by the Corporation to the Agent upon receipt of invoices
      from time to time from the Agent to the Corporation.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|13. | Survival of Representations and Warranties.All
      warranties, representations, covenants and agreements herein contained or
      contained in any documents submitted pursuant to this agreement and in
      connection with the transactions herein
contemplated                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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|    | shall survive the Closing Date and, as applicable, shall continue in full force and effect for the benefit of the Purchasers, regardless of the Closing and regardless of any investigation which may be carried out by the Purchasers
or on their behalf for a period of two (2) years following the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|14. | Indemnities.The Corporation hereby covenants and agrees to protect, indemnify and hold harmless the Agent and its directors, officers, employees, solicitors and agents and each of the other dealers appointed by the Agent
and their respective directors, officers, employees, solicitors and agents (individually, an Indemnified Party and, collectively, the Indemnified Parties) from and against all losses (except for loss of profits),
claims, expenses, costs, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims) which they may suffer or incur by reason of the performance of
professional services rendered in connection with the Offering, provided that the Corporation shall not be liable under this Section 14 to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss,
claim, expense, cost, damage or liability resulted from any act or failure to act undertaken or omitted to be undertaken by the Agent through its bad faith, negligence or wilful misconduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | If any action or claim shall be asserted against an Indemnified Party in respect of which indemnity may be sought from the Corporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall
come to the knowledge of an Indemnified Party, the Indemnified Party shall promptly notify the Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation's liability under
this paragraph unless such delay has prejudiced the defence to such claim). The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel
acceptable to the Indemnified Party, acting reasonably and without undue delay. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defence thereof, and the fees and
expense of such counsel shall be borne by the Indemnified Party unless (i) the employment thereof has been specifically authorized in writing by the Corporation; (ii) the Indemnified Party has been advised by counsel acceptable to the Corporation,
acting reasonably, that representation of the Corporation and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them; (iii) the Corporation has failed within a reasonable time
after receipt of such written notice to assume the defence of such action or claim; or (iv) there are one or more legal defences available to the Indemnified Party which are different from or in addition to those defences available to the
Corporation. It is understood and agreed that the Corporation shall not, in connection with any suit in the same jurisdiction, be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Parties.
Neither party shall effect any settlement of any such action or claim or make any admission of liability without the written consent of the other party, such consent not to be unreasonably withheld or delayed. The indemnity hereby provided for shall
remain in full force and effect and shall not be limited to or affected by any other indemnity in respect of any matters specified in this section obtained by the Indemnified Party from any other person.

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|    | To the extent that any Indemnified Party is not a party to this Agreement, the Agent shall obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Corporation hereby waives any right that it may have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming
under this Section 14 as well as any right to contribution which it may have against the Indemnified Party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Corporation hereby consents to personal jurisdiction and service and venue in any court in which any claim which is subject to indemnification hereunder is brought against the Agent or any Indemnified Party and to the
assignment of the benefit of this section to any Indemnified Party for the purpose of enforcement provided that nothing herein shall limit the Corporation's right or ability to contest the appropriate jurisdiction or forum for the determination of
any such claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|15. | Contribution.In the event that, for any reason, the indemnity provided for in Section 14 hereof is illegal or unenforceable, each of the Agent and the Corporation shall contribute to the aggregate of all losses, claims,
costs, damages, expenses or liabilities (except loss of profits in connection with the sale of the Offered Securities) of the nature provided for in Section 14 hereof such that the Agent shall be responsible for that portion represented by the
percentage that the Agents Fee bears to the gross proceeds from the Offering and the Corporation shall be responsible for the balance, provided that in no event shall the Agent be responsible for any amount in excess of the Agents Fee
actually received by it. Notwithstanding the foregoing, a person guilty of fraudulent misrepresentation, bad faith, gross negligence or wilful misconduct shall not be entitled to contribution from any other party. Any party entitled to contribution
will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or
parties from whom contribution may be sought. In no case shall such party from whom contribution may be sought be liable under this agreement unless such notice shall have been provided, but the omission to so notify such party shall not relieve the
party from whom contribution may be sought from any other obligation it may have otherwise than under this section. The right to contribution provided in this section shall be in additional and not in derogation of any other right to contribution
which the Agent may have by statute or otherwise by law.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|16. | Legal Proceedings.The Corporation agrees that if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|    | and personnel of the Agent is required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding the performance of professional services rendered to the
Corporation by the Agent, the Agent shall have the right to employ its own counsel in connection therewith, and, unless it is finally determined that the Agent was grossly negligent or guilty of wilful misconduct and such gross negligence or wilful
misconduct was the cause of the legal proceeding or investigation or the Agent is fined or found guilty of any offence or breach of laws, rules, regulations, policies, by-laws or instruments by the party bringing such investigation or legal
proceeding and the conduct of the Agent was the cause of the legal proceeding or investigation, the Corporation will pay the Agent a per diem amount for the services of the Agent based on the normal consulting fees of the Agent together with such
disbursements and reasonable out-of-pocket expenses as may be incurred in connection therewith, including fees and disbursements of counsel to the Agent incurred in connection with such testimony or participation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17. | Breach of Agreement.All terms and conditions of this agreement to be performed or satisfied by the Corporation shall be construed as conditions and any breach of, or failure by the Corporation to comply with, any term or
condition of this agreement shall entitle the Agent, on behalf of the Purchasers, to terminate its obligations to purchase the Offered Securities by notice to that effect given to the Corporation prior to the Closing Time. In the event of any such
termination, there shall be no further liability on the part of the Corporation or the Agent except in respect of any liability which may have arisen or may thereafter arise under Sections 12, 14 or 15 hereof. The Agent may waive, in whole or in
part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other subsequent breach or non-compliance provided, however, that any waiver or extension must
be in writing and signed by the Agent in order to be binding upon it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18. | Right of First Refusal.The Agent shall have a right of first refusal to act as the agent in any offering of securities of the Corporation where an investment dealer or advisor is involved or would be involved or proposes
to be involved, during the period ending one year after the Closing Date. The Agent shall have a period of five days from the date of receipt of written notice from the Corporation of any such proposed offering, in which notice the Corporation shall
set forth in reasonable detail the terms of such proposed offering, to provide written notice to the Corporation that the Agent intends to exercise its right of first refusal. If the Agent does not give written notice within such five day period, it
shall be deemed to have waived its right in respect of such offering. Should the Agent fail, or be deemed to fail, to give notice within five days of the receipt of the Corporations notice, the Corporation may then make other arrangements to
engage another source to obtain financing on terms no less favourable to the Corporation than as set out in the written notice for a period of 20 days thereafter. The Agent's waiver of its right in respect of any one or more offerings will not
constitute a waiver of its right of first refusal in respect of any other offering. If another source is not engaged in connection with an offering where the Agent waives or is deemed to have waived its right of first refusal within 20 days
following the date on which the five day period set forth above expires, the offering shall be deemed to be a new transaction requiring the Corporation to give written notice to the Agent as set forth above.

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|19. | Advertisements.Subject to the prior consent of
      the Corporation, the Agent shall have the right, at its own expense, to
      place such advertisement or advertisements relating to the sale of the
      Offered Securities contemplated herein as the Agent may consider desirable
      or appropriate and as may be permitted by applicable law. No such
      advertisement shall be placed by the Agent which the Corporation deems
      shall be in violation of the securities laws of the U.S. or Canada The
      Corporation and the Agent each agree that it will not make or publish any
      advertisement in any media whatsoever relating to, or otherwise publicize,
      the transactions provided for herein so as to result in any exemption from
      the prospectus and registration requirements of Canadian Securities Laws,
      the U.S. Securities Act or other securities laws being unavailable in
      respect of the sale of the Offered Securities to prospective
      purchasers.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|20. | Notices.Any notice under this agreement shall be
      given in writing and either delivered or telecopied to the party to
      receive such notice at the address or telecopy numbers indicated
    below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

to the Corporation:

AMG Oil Ltd.1407  1050 Burrard
Street Vancouver, B.C. V6Z 2S3

Attention:      Garth Johnson, Chief
Financial Officer
Fax:                 
604-682-1174

with copy to:

Lang Michener LLP1500 Royal Centre,
P.O. Box 11117 1055 West Georgia Street Vancouver, B.C. V6E 4N7

Attention:      Bernie Zinkhofer
Fax:                 
604-893-2395

to the Agent:

Jones, Gable & Company Limited
Suite 600, 110 Yonge Street Toronto ON M5C 1T6

Attention:      Mr. Robb Hindson
Fax:                 
416-365-8037

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with a copy to:

Goodman and Carr LLP200 King Street
West, Suite 2300 Toronto ON M5H 3W5

Attention:      Mr. Jay Goldman
Fax:                 
416-595-0567

or such other address or telecopy number as such party may
hereafter designate by notice in writing to the other party. If a notice is
delivered, it shall be effective from the date of delivery and if such notice is
telecopied (with receipt confirmed), it shall be effective on the Business Day
following the date such notice is telecopied.

|21. | Time of the Essence.Time shall, in all respects,
      be of the essence hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|22. | United States Dollars.All references herein to
      money amounts are to lawful money of the United States of
  America.                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|23. | Headings.The headings contained herein are for
      convenience only and shall not affect the meaning or interpretation
      hereof.                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|24. | Singular and Plural, etc.Where the context so
      requires, words importing the singular number include the plural and vice
      versa, and words importing gender shall include the masculine, feminine
      and neuter genders.                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|25. | Entire Agreement.This agreement constitutes the
      only agreement between the parties with respect to the subject matter
      hereof and shall supersede any and all prior negotiations, understandings
      and agreements whether oral or written including, without limitation, a
      letter agreement dated January 27, 2006 between the Corporation and the
      Agent. This agreement may be amended or modified in any respect by written
      instrument only executed by the Corporation and the Agent.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|26. | Severability.The invalidity or unenforceability
      of any particular provisions of this agreement shall not affect or limit
      the validity or enforceability of the remaining provisions of this
      agreement.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|27. | Governing Law.This agreement shall be governed by
      and construed in accordance with the laws of the Province of British
      Columbia and the laws of Canada applicable therein, and the parties hereto
      irrevocably attorn to the jurisdiction of the courts of the Province of
      British Columbia.                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|28. | Successors and Assigns.The terms and provisions
      of this agreement shall be binding upon and enure to the benefit of the
      Corporation, the Agent and the Purchasers and their respective successors
      and permitted assigns; provided that, except as provided herein or in the
      Subscription Agreements, this agreement shall not be assignable by any
      party without the written consent of the
others.                                                                                        

---

|29. | Further Assurances.Each of the parties hereto
      shall do or cause to be done all such acts and things and shall execute or
      cause to be executed all such documents, agreements and other instruments
      as may reasonably be necessary or desirable for the purpose of carrying
      out the provisions and intent of this agreement.                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|30. | Effective Date.This agreement is intended to and
      shall take effect as of the date first set forth above, notwithstanding
      its actual date of execution or delivery.                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|31. | French Language.The parties hereto acknowledge
      that they have expressly required this agreement and all notices,
      statements of account and other documents required or permitted to be
      given or entered into pursuant hereto to be drawn up in the English
      language only. Les parties reconnaissent avoir expressément demandées que
      la présente convention ainsique toutavis, tout état de compte et tout
      autre document à être out pouvant être donné ou conclu en vertudes
      dispositions des présdentes, soient rédigés en langue anglaise
      seulement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|32. | Counterparts.This agreement may be executed in
      any number of counterparts, which taken together shall form one and the
      same agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                     

[The remainder of this page is intentionally left
blank.]

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If the Corporation is in agreement with the foregoing terms and
conditions, please so indicate by executing this letter where indicated and
delivering a copy to the Agent.



| |      | JONES, GABLE & COMPANY
      LIMITED
| | ---- | ------------------------------------
| |      |                                     
| | Per: |                                     
| |      | Name:                               
| |      | Title:                              

The foregoing is hereby accepted and agreed upon.

DATED the ___ day of February, 2006.



| | AMG OIL LTD.
| | ------------
| |             
| | Per:        
| |             
| |             

---

Schedule A

AGENTS CERTIFICATE

In connection with the private placement of the Offered
Securities of AMG Oil Ltd. (the Corporation) pursuant to the Agency Agreement
dated for reference February <>, 2006, between the Corporation and the
Agent named therein (the Agency Agreement), the undersigned Agent does hereby
certify as follows:

| | (a) | the Offered Securities were offered for sale and sold in
      Canada only in the Offering Provinces in compliance with all applicable
      Canadian Securities Laws, or outside of Canada and the United States in
      compliance with applicable laws;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | any offer or sale in any jurisdiction other than an
      Offering Province were effected in a manner exempt from the applicable
      prospectus or registration requirements under the securities legislation
      of the jurisdiction in which such Purchaser resides;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | offered the Offered Securities only in accordance with
      Rule 903 of Regulation S, and accordingly neither the Agent, its
      affiliates, nor any person acting on its behalf has made or will
    make:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                          

| | (1) | outside the United States; or                                                                                                
| | --- | -----------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                              
| | (2) | the Agent and any person acting on its behalf reasonably
      believe that the purchaser is outside the United States;
  nor

| | (iii) | any Directed Selling Efforts in the United States with
      respect to the Offered Securities or the Compensation
  Securities;
| | ----- | --------------------------------------------------------------------------------------------------------------------------------

| | (b) | offered for sale and sold the Offered Securities only to
      such Purchasers and in such manner so that, pursuant to the provisions of
      Canadian Securities Laws, no prospectus or offering memorandum need be
      filed or delivered in connection therewith;                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c) | none of the Agent, its affiliates, nor any person acting
      on their behalf, offered for sale or sold the Offered Securities in any
      jurisdiction where the Corporation may be subject to liability in
      connection with the sale of the Offered Securities which is materially
      more onerous than the liability to which it may be subject under Canadian
      Securities Laws;

---

| | (d) | obtained from each Purchaser an executed Subscription
      Agreement and Registration Rights Agreement subject to acceptance by the
      Corporation;                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (e) | ensured that all offers and sales of the Offered
      Securities prior to the expiration of the distribution compliance period
      specified in Category 3 (paragraph (b)(3)) in Rule 903 shall be made only
      in accordance with the provisions of Rule 903 or Rule 904; pursuant to
      registration of the securities under the U.S. Securities Act; or pursuant
      to an available exemption from the registration requirements of the U.S.
      Securities Act;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (f) | none of the Agent, its affiliates, nor any person acting
      on their behalf engaged in hedging transactions with regard to Offered
      Securities prior to the expiration of the distribution compliance period
      specified in Category 3 (paragraph(b)(3)) in Rule 903 except in compliance
      with the U.S. Securities Act;                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (g) | none of the Agent, its affiliates, nor any person acting
      on their behalf have taken or will take any actions which would constitute
      a violation of Regulation M under the Securities Exchange Act of
      1934, as amended;                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (h) | the offering of the Offered Securities has been conducted
      in accordance with the terms of the Agency
Agreement.                                                                                                                                                                                                                                                                                                                                                            

Terms used in this certificate have the meanings given to them
in the Agency Agreement unless otherwise defined herein.

Dated this ________ day of __________________, 2006.



| | JONES, GABLE & COMPANY
| | ----------------------
| | LIMITED               
| |                       
| | Per:                  
| |                       
| |                       

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