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Exhibt 10.01






                                AGREEMENT BETWEEN

                           ENDEAVOR ENERGY CORPORATION
                             (a Nevada Corporation)
                                       AND

                          FIRST ENDEAVOR HOLDINGS INC.
                            (an Alberta Corporation)

                           ENDEAVOR CANADA CORPORATION
                            (an Alberta Corporation)







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                                   INDEX

                                                                            Page
                                                                           -----

ARTICLE I - MERGER ........................................................  5
ARTICLE II - REPRESENTATIONS AND WARRANTIES ...............................  5
      2.0l - Organization .................................................  6
      2.02 - Capital ......................................................  6
      2.03 - Officers and Directors, Compensation; Bank Accounts ..........  6
      2.04 - Financial Statements .........................................  6
      2.05 - Absence of Changes ...........................................  6
      2.06 - Absence of Undisclosed Liabilities ...........................  6
      2.07 - Tax Returns ..................................................  6
      2.08 - Investigation of Financial Condition..........................  6
      2.09 - Trade Names and Rights .......................................  7
      2.l0 - Contracts and Leases .........................................  7
      2.ll - Insurance Policies ...........................................  7
      2.l2 - Compliance with Laws .........................................  7
      2.l3 - Litigation ...................................................  7
      2.l4 - Ability to Carry Out Obligations .............................  7
      2.l5 - Full Disclosure ..............................................  8
      2.l6 - Assets .......................................................  8
      2A - Organization ...................................................  8
      2B - Directors and Officers..........................................  8
      2C - Capital ........................................................  8
      2D - Financial Statements ...........................................  8
      2E - Absence of Changes .............................................  8
      2F - Absence of Undisclosed Liabilities .............................  9
      2G - Tax Returns ....................................................  9
      2H - Investigation of Financial Condition ...........................  9
      2I - Trade Names and Rights .........................................  9
      2J - Contracts and Leases ...........................................  9
      2K - Insurance Policies .............................................  9
      2L - Compliance with Laws ...........................................  9
      2M - Litigation ..................................................... 10
      2N - Ability to Carry Out Obligations ............................... 10
      2O - Full Disclosure ................................................ 10
      2P - Assets ......................................................... 11
ARTICLE III - SHAREHOLDER REPRESENTATIONS.................................. 11
ARTICLE IV - OBLIGATIONS BEFORE CLOSING ................................... 11
      4.0l - Investigative Rights ......................................... 11
      4.02 - Conduct of Business .......................................... 11
ARTICLE V - CONDITIONS PRECEDENT TO PERFORMANCE BY ENDEAVOR ............... 12
      5.0l - Conditions ................................................... 12
      5.02 - Accuracy of Representations .................................. 12


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                                                                           Page
                                                                           -----

      5.03 - Performance................................................... 12
      5.04 - Absence of Litigation ........................................ 12
      5.05 - Other ........................................................
12 ARTICLE VI - CONDITIONS PRECEDENT TO PERFORMANCE ....................... 12
                   BY ECC.................................................. 12
      6.0l - Conditions ................................................... 12
      6.02 - Accuracy of Representations .................................. 13
      6.03 - Performance .................................................. 13
      6.04 - Absence of Litigation ........................................ 13
      6.05 - Other ........................................................ 13
ARTICLE VII - CLOSING ..................................................... 13
      7.0l - Closing ...................................................... 13
      7.02 - Exchange of Securities........................................ 14
      7.03 - Directors .................................................... 14
ARTICLE VIII - REMEDIES ................................................... 14
      8.0l - Arbitration .................................................. 14
      8.02 - Costs ........................................................ 14
      8.03 - Termination .................................................. 14
ARTICLE IX - MISCELLANEOUS ................................................ 15
      9.0l - Captions and Headings ........................................ 15
      9.02 - No Oral Change ............................................... 15
      9.03 - Non-Waiver ................................................... 15
      9.04 - Time of Essence .............................................. 15
      9.05 - Entire Agreement ............................................. 15
      9.06 - Governing Law ................................................ 15
      9.07 - Counterparts ................................................. 15
      9.08 - Notices ...................................................... 15
      9.09 - Binding Effect ............................................... 16
      9.l0 - Effect of Closing ............................................ 16
      9.ll - Mutual Cooperation ........................................... 16
      9.12 - Expenses...................................................... 16

      Schedule 1-       Allocation of Shares
      Exhibit A -       Options, Warrants and Covertible Securities (ECC)..
      Exhibit B -       Officers and Directors Bank Accounts, Safe Deposit
                        Boxes, Powers of Attorney (ECC)....................
      Exhibit C -       Financial Statements - Changes in Financial
                        Condition (ECC) ...................................
      Exhibit D -       Trademarks, Trade Names and Cpoyrights (ECC).......
      Exhibit E -       Material Contracts (ECC)...........................
      Exhibit F -       Insurance Policies (ECC)...........................
      Exhibit G -       Officers, Directors, (Endeavor)....................
      Exhibit H -       Options, Warrants and Convertible Securities
                        (Endeavor) ........................................


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      Exhibit I -       Financial Statements - Changes in Financial
                        Condition (Endeavor)...............................
      Exhibit J -       Trademarks, Trade Names and Copyrights (Endeavor) .
      Exhibit K -       Material Contracts (Endeavor) .....................
      Exhibit L-        Insurance Policies (Endeavor)......................
      Exhibit M -       Litigation (Endeavor) .............................














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                        AGREEMENT TO EXCHANGE SECURITIES
                        --------------------------------

         This  AGREEMENT,  made this 3rd day of  August,  2007,  by and  between
Endeavor Energy Corporation, a Nevada Corporation,  ("Endeavor"), First Endeavor
Holdings Inc., an Alberta Corporation,  ("FEH") and Endeavor Canada Corporation,
an Alberta  Corporation,  ("ECC"),  and the shareholders of ECC (as to Article I
and  Article  III only) is made for the  purpose of setting  forth the terms and
conditions  upon which  Endeavor will acquire all of the issued and  outstanding
common stock of ECC in exchange for shares of Endeavor's common stock.

         In consideration of the mutual promises, covenants, and representations
contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:

                                    ARTICLE I
                                     MERGER

         1.01 ECC  shall be  merged  with  and into FEH in  accordance  with the
statutory provisions of Nevada and Alberta.

         1.02 ECC shall be the Surviving Corporation and the corporate identity,
existence,  purposes,  powers,  franchises,  rights, and immunities of ECC shall
continue  unaffected and unimpaired by the Merger. The Articles of Incorporation
and any other similar  document  pertaining to the formation and or organization
of ECC shall  continue  in force and will not be  impaired  or  affected  by the
Merger. The corporate identity, existence,  purposes, powers, franchises, rights
and  immunities  of FEH shall be merged  into ECC and ECC shall be fully  vested
therewith.

         1.03 The time at which  the  Articles  of  Merger  are  filed  with the
Secretary of State of Nevada shall be the "Effective Time" of the Merger.

         1.04 Except  insofar as  specifically  otherwise  provided by law,  FEH
shall cease to exist at the Effective Time,  whereupon the separate existence of
FEH and ECC shall become a single corporation, that being ECC.

         1.05 At the Effective  Time,  without any action by the holder thereof,
each  issued  and  outstanding  share  of ECC's  common  stock  shall be  deemed
cancelled and converted into 90,000 shares of Endeavor's common stock.

         1.06 At the Effective  Time,  without any action by the holder thereof,
each issued an  outstanding  share of FEH shall be converted into and become one
fully paid and nonassessable share of ECC.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES




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         ECC represents and warrants to Endeavor that:

         2.0l Organization.  ECC is a company duly organized,  validly existing,
and in good standing under the laws of Alberta,  has all necessary powers to own
its properties and to carry on its business as now owned and operated by it, and
is duly  qualified to do business and is in good standing in location  where its
business requires qualification.

         2.02 Capital.  The authorized  capital of ECC consists of 100 shares of
common stock. At closing, there will be no outstanding  subscriptions,  options,
rights,  warrants,  convertible  securities,  or other agreements or commitments
obligating  ECC to issue any  additional  securities  other than as set forth on
Exhibit A.

         2.03 Officers and Directors,  Compensation, Bank Accounts. Exhibit B to
this  Agreement  contains (i) the names and titles of all officers and directors
of ECC  and all  persons  whose  compensation  from  ECC as of the  date of this
Agreement will equal or its expected to equal or exceed,  at an annual rate, the
sum of  $1,000;  (ii) the name and  address  of each bank with  which ECC has an
account or safety deposit box, the identification  number thereof, and the names
of all persons who are  authorized to draw thereon or have access  thereto;  and
(iii)  the  names of all  persons  who have a power of  attorney  from ECC and a
summary of the terms thereof.

         2.04 Financial  Statements.  Exhibit C to this  Agreement  contains the
balance sheets of ECC as of March 31, 2007, and the related statements of income
for the period  then  ended.  The  financial  statements  have been  prepared in
accordance with generally accepted accounting  principles  consistently followed
by ECC  throughout  the periods  indicated,  and fairly  present  the  financial
position of ECC as of the dates of the balance sheets  included in the financial
statements, and the results of its operations for the periods indicated.

         2.05  Absence of  Changes.  Since March 31, 2007 there has not been any
change in the financial condition or operations of ECC, except changes reflected
on Exhibit C or changes in the ordinary  course of business,  which changes have
not in the aggregate been materially adverse.

         2.06 Absence of  Undisclosed  Liabilities.  ECC did not as of March 31,
2007 have any material  debt,  liability,  or obligation of any nature,  whether
accrued,  absolute,  contingent, or otherwise, and whether due or to become due,
that is not reflected on Exhibit C.

         2.07 Tax Returns. Within the times and in the manner prescribed by law,
ECC has filed all federal,  state, and local tax returns required by law and has
paid all taxes,  assessments,  and penalties due and payable.  No federal income
tax returns of ECC have been audited by the Revenue  Canada.  The  provision for
taxes,  if any,  reflected  in ECC 's  balance  sheet as of March 31,  2007,  is
adequate for any and all federal,  state, county, and local taxes for the period
ending on the date of that balance sheet and for all prior  periods,  whether or
not disputed. There are no present disputes as to taxes of any nature payable by
ECC.

         2.08  Investigation  of  Financial  Condition.  Without  in any  manner
reducing or otherwise mitigating the representations  contained herein, Endeavor
shall have the  opportunity  to meet with ECC 's  accountants  and  attorneys to


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discuss the financial condition of ECC. ECC shall make available to Endeavor the
books and records of ECC. The minutes of ECC are a complete and accurate  record
of all  meetings of the members and managers of ECC and  accurately  reflect all
actions  taken at such  meetings.  The  signatures on such minutes are the valid
signatures  of ECC's  managers  who were duly  elected or appointed on the dates
that the minutes were signed by such persons.

         2.09 Trade Names and Rights.  Exhibit D attached hereto and made a part
hereof lists all trademarks,  trademark  registrations  or  applications,  trade
names, service marks, copyrights,  copyright registrations or applications which
are  owned by ECC.  No  person  other  than ECC  owns any  trademark,  trademark
registration or application,  service mark, trade name, copyright,  or copyright
registration  or application  the use of which is necessary or  contemplated  in
connection with the operation of ECC 's business.

         2.10  Contracts and Leases.  Exhibit E attached  hereto and made a part
hereof contains a summary of the provisions of all material  contracts,  leases,
and other  agreements of ECC presently in existance or which have been agreed to
by ECC (whether  written or oral).  Except as disclosed on Exhibit E, ECC is not
in default under of these agreements or leases.

         2.11 Insurance  Policies.  Exhibit F to this Agreement is a description
of all insurance  policies held by ECC concerning  its business and  properties.
All these policies are in the respective  principal amounts set forth in Exhibit
F and are in full force and effect.

         2.12  Compliance  with  Laws.  ECC  has  complied  with,  and is not in
violation  of,  applicable  federal,   state,  or  local  statutes,   laws,  and
regulations affecting its properties or the operation of its business, including
but not limited to applicable  federal and state  securities  laws. ECC does not
have any  employee  benefit  plan  which is  subject  to the  provisions  of the
Employee Retirement Income Security Act of 1974.

         2.13 Litigation.  ECC is not a party to any suit, action,  arbitration,
or legal,  administrative,  or other proceeding,  or governmental  investigation
pending or, to the best knowledge of ECC threatened, against or affecting ECC or
its business, assets, or financial condition. ECC is not in default with respect
to any order,  writ,  injunction,  or decree of any federal,  state,  local,  or
foreign court, department, agency, or instrumentality. ECC is not engaged in any
legal action to recover moneys due to ECC or damages sustained by ECC.

         2.14 Ability to Carry Out  Obligations.  Subject to the approval of its
shareholders, ECC has the right, power, and authority to enter into, and perform
its  obligations  under,  this  Agreement.  The  execution  and delivery of this
Agreement by ECC and the  performance by ECC of its  obligations  hereunder will
not cause, constitute, or conflict with or result in (a) any breach or violation
or  any of  the  provisions  of or  constitute  a  default  under  any  license,
indenture,  mortgage, charter,  instrument,  articles of organization,  or other
agreement or  instrument  to which ECC is a party,  or by which it may be bound,
nor will any consents or  authorizations of any party other than those hereto be
required,  (b) an  event  that  would  permit  any  party  to any  agreement  or
instrument to terminate it or to accelerate the maturity of any  indebtedness or


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other  obligation  of ECC, or (c) an event that would  result in the creation or
imposition  or any lien,  charge,  or  encumbrance  on any asset of ECC or would
create any obligation for which ECC would be liable,  except as  contemplated by
this Agreement.

         2.15 Full Disclosure.  None of  representations  and warranties made by
ECC, or in any certificate or memorandum furnished or to be furnished by ECC, or
on its behalf,  contains or will contain any untrue  statement of material fact,
or omit any  material  fact the omission of which would be  misleading.  ECC has
disclosed to Endeavor all reasonably  foreseeable  contingencies  which, if such
contingencies  transpired,  would  have  a  material  adverse  effect  on  ECC's
business.

         2.16  Assets.  Except  as  disclosed  in  Exibit  C,  ECC has  good and
marketable title to all of its property.

         Endeavor represents and warrants to ECC that:

         2A.  Organization.  Endeavor is a corporation  duly organized,  validly
existing,  and in good  standing  under the laws of  Nevada,  has all  necessary
corporate powers to own its properties and to carry on its business as now owned
and operated by it, and is duly qualified to do business and is in good standing
in each of the states where its business requires qualification, except in those
states  where the failure to be so qualified  would not have a material  adverse
effect on Endeavor.

         2B. Directors and Officers.  Exhibit G to this Agreement contains:  (i)
the names and titles of all directors and officers of Endeavor.

         2C.  Capital.  The  authorized  capital  stock of Endeavor  consists of
150,000,000 shares of common stock. Immediately prior to closing _______________
shares of common  stock  will be issued and  outstanding.  All of the shares are
validly issued,  fully paid, and  non-assessable.  At closing,  there will be no
outstanding subscriptions, options, rights, warrants, convertible securities, or
other agreements or commitments obligating Endeavor to issue or to transfer from
treasury  any  additional  shares of its  capital  stock of any class  except as
reflected on Exhibit H.

         2D.  Financial  Statements.  Exhibit I to this  Agreement  contains the
balance sheets of Endeavor as of March 31, 2007,  and the related  statements of
income and retained earnings for the period then ended. The financial statements
have been prepared in accordance with generally accepted  accounting  principles
consistently  followed by Endeavor throughout the periods indicated,  and fairly
present the financial position of Endeavor as of the dates of the balance sheets
included in the financial statements,  and the results of its operations for the
periods indicated.

         2E.  Absence of Changes.  Since March 31, 2007,  there has not been any
change in the financial condition or operations of Endeavor,  except (i) changes
in the ordinary course of business, which changes have not in the aggregate been
materially adverse, and (ii) changes disclosed on Exhibit I.



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         2F.  Absence of Undisclosed  Liabilities.  Endeavor did not as of March
31, 2007 have any debt, liability, or obligation of any nature, whether accrued,
absolute,  contingent,  or otherwise,  and whether due or to become due, that is
not reflected on Exhibit I.

         2G. Tax Returns.  Within the times and in the manner prescribed by law,
Endeavor has filed all federal, state, and local tax returns required by law and
has paid all taxes, assessments, and penalties due and payable, except where the
failure to file and/or pay would not have a material adverse effect on Endeavor.
No federal  income tax returns of  Endeavor  have been  audited by the  Internal
Revenue  Service.  The  provision  for taxes,  if any,  reflected in  Endeavor's
balance sheet as of March 31, 2007, is adequate for any and all federal,  state,
county,  and local taxes for the period ending on the date of that balance sheet
and for all  prior  periods,  whether  or not  disputed.  There  are no  present
disputes as to taxes of any nature payable by Endeavor.

         2H.  Investigation of Financial  Condition of Endeavor.  Without in any
manner reducing or otherwise  mitigating the  representations  contained herein,
ECC shall have the opportunity to meet with Endeavor's accountants and attorneys
to discuss the financial condition of Endeavor. Endeavor shall make available to
ECC the books and records of  Endeavor.  The minutes of Endeavor  are a complete
and  accurate  record of all  meetings  of the  shareholders  and  directors  of
Endeavor  and  accurately  reflect  all  actions  taken  at such  meetings.  The
signatures  of the  directors  and/or  officers  on such  minutes  are the valid
signatures  of  Endeavor's  directors  and/or  officers who were duly elected or
appointed on the dates that the minutes were signed by such persons.

         2I. Trade Names and Rights.  Exhibit J attached  hereto and made a part
hereof lists all trademarks,  trademark  registrations  or  applications,  trade
names, service marks, copyrights,  copyright registrations or applications which
are owned by Endeavor.  No person, other than Endeavor,  will own any trademark,
trademark registration or application,  service mark, trade name, copyright,  or
copyright  registration  or  application  the  use  of  which  is  necessary  or
contemplated  in connection  with the operation of the business of Endeavor,  as
such business is to be conducted after the closing of this transaction.

         2J.  Contracts  and Leases.  Exhibit K attached  hereto and made a part
hereof contains a summary of the provisions of all material  contracts,  leases,
and other  agreements  of Endeavor  presently  in  existence  or which have been
agreed to by Endeavor  (whether written or oral).  Except as noted on Exhibit K,
Endeavor is not in default under any of these agreements or leases.

         2K. Insurance Policies. Exhibit L to this Agreement is a description of
all insurance policies held by Endeavor  concerning its business and properties.
All these policies are in the respective  principal amounts set forth in Exhibit
L and are in full force and effect.

         2L.  Compliance  with Laws.  Endeavor has complied  with, and is not in
violation  of,  applicable  federal,   state,  or  local  statutes,   laws,  and
regulations affecting its properties or the operation of its business, including
but not limited to federal and state securities laws. Endeavor does not have any


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employee  benefit  plan  which is  subject  to the  provisions  of the  Employee
Retirement  Income Security Act of 1974.  Endeavor has filed with the Securities
and Exchange  Commission ("SEC") and any applicable state securities agency, all
required   forms,   reports,   schedules,   statements   and   other   documents
(collectively,  the "SEC  Documents").  The SEC  Documents  filed  by  Endeavor,
including  without  limitation  any financial  statements or schedules  included
therein,  at the time  filed,  (a) did not  contain  any untrue  statement  of a
material fact or omit to state a material fact required to be stated  therein or
necessary in order to make the statements therein, in light of the circumstances
under which they were made,  not  misleading;  and (b)  complied in all material
respects with applicable  federal and state securities laws, as the case may be,
and the rules and  regulations  of the SEC and any applicable  state  securities
agency.  The  financial  statements  of Endeavor  included in the SEC  Documents
complied  as to  form  in  all  material  respects  with  applicable  accounting
requirements  and with  the  published  rules  and  regulations  of the SEC with
respect thereto,  were prepared in accordance with generally accepted accounting
principles  applied on a consistent  basis during the period involved (except as
may be indicated in the notes  thereto) and fairly  presented  (subject,  in the
case of the unaudited  statements,  to normal  year-end audit  adjustments)  the
consolidated  financial  position of  Endeavor  as of the dates  thereof and the
consolidated  results  of its  operations  and cash flows for the  periods  then
ended.

         2M. Litigation. Other than as disclosed on Exhibit M, Endeavor is not a
party to any  suit,  action,  arbitration,  or legal,  administrative,  or other
proceeding,  or governmental  investigation pending or, to the best knowledge of
Endeavor threatened,  against or affecting Endeavor or its business,  assets, or
financial condition. Endeavor is not in default with respect to any order, writ,
injunction,   or  decree  of  any  federal,  state,  local,  or  foreign  court,
department,  agency,  or  instrumentality.  Endeavor is not engaged in any legal
action to  recover  moneys due to it or  damages  sustained  by it other than as
disclosed on Exhibit M.

         2N. Ability to Carry Out  Obligations.  Endeavor has the right,  power,
and authority to enter into, and perform its obligations  under, this Agreement.
The execution and delivery of this Agreement by Endeavor and the  performance by
Endeavor of its obligations  hereunder will not cause,  constitute,  or conflict
with or result in (a) any breach or  violation  or any of the  provisions  of or
constitute  a  default  under  any  license,   indenture,   mortgage,   charter,
instrument, articles of incorporation,  by-law, or other agreement or instrument
to which Endeavor is a party, or by which it may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an event
that would permit any party to any agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of Endeavor,  or
(c) an event  that  would  result in the  creation  or  imposition  or any lien,
charge,  or encumbrance on any asset of Endeavor or would create any obligations
for which Endeavor would be liable, except as contemplated by this Agreement.

         2O.Full  Disclosure.  None of  representations  and warranties  made by
Endeavor,  or in any  certificate or memorandum  furnished or to be furnished by
Endeavor,  or on its behalf,  contains or will  contain any untrue  statement of
material  fact,  or omit any  material  fact  the  omission  of  which  would be
misleading.   Endeavor  has   disclosed  to  ECC  all   reasonably   foreseeable
contingencies  which, if such  contingencies  transpired,  would have a material
adverse effect on Endeavor.



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         2P.  Assets.  Endeavor  has  good  and  marketable  title to all of its
property.

                                   ARTICLE III
                           SHAREHOLDER REPRESENTATIONS

         Each  shareholder  of ECC represents to Endeavor that he or she has the
right,  power,  and authority to enter into, and perform his or her  obligations
under this  Agreement.  The  execution  and  delivery of this  Agreement by such
shareholder  and the delivery by such  shareholder of his or her common stock in
ECC pursuant to Article I will not cause, constitute, or conflict with or result
in any breach or violation or any of the  provisions  of or constitute a default
under any license,  indenture,  mortgage,  charter,  instrument, or agreement to
which he or she is a party,  or by  which he or she may be  bound,  nor will any
consents or  authorizations  of any party be required.  Each  shareholder of ECC
represents  and  warrants  to  Endeavor  that the common  stock of ECC that such
shareholder will deliver at closing will be free of any liens or encumbrances.

         Each shareholder of ECC understands that the shares being acquired from
Endeavor represent restricted  securities as that term is defined in Rule l44 of
the Securities and Exchange Commission.

         Each  shareholder of ECC represents to Endeavor that the shareholder is
not relying on Endeavor or any officer, director, employee, attorney, accountant
or agent of Endeavor with respect to the tax  consequences  of the  transactions
contemplated by this Agreement.

                                   ARTICLE IV
                           OBLIGATIONS BEFORE CLOSING

         4.0l  Investigative  Rights.  From the date of this Agreement until the
date of closing,  each party shall  provide to the other  party,  and such other
party's counsel,  accountants,  auditors, and other authorized  representatives,
full access  during  normal  business  hours to all of each party's  properties,
books,  contracts,  commitments,  records and  correspondence and communications
with regulatory agencies for the purpose of examining the same. Each party shall
furnish the other party with all information  concerning each party's affairs as
the other party may reasonably request.

         4.02  Conduct  of  Business.  Prior  to  the  closing,  and  except  as
contemplated  by this  Agreement,  each party shall  conduct its business in the
normal course,  and shall not sell,  pledge,  or assign any assets,  without the
prior  written  approval of the other  party,  except in the  regular  course of
business. Except as contemplated by this Agreement, ECC agrees that it shall not
amend its  Articles  of  Incorporation,  Articles  of  Organization,  by-laws or
operating  agreement,   declare  dividends,  redeem  or  sell  stock,  or  other
securities,  incur additional or newly-funded material  liabilities,  acquire or
dispose of fixed assets,  change senior  management,  change  employment  terms,


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enter into any  material or long-term  contract,  guarantee  obligations  of any
third party,  settle or discharge any balance sheet receivable for less than its
stated amount,  pay more on any liability than its stated amount,  or enter into
any other transaction other than in the regular course of business.

                                    ARTICLE V
                 CONDITIONS PRECEDENT TO PERFORMANCE BY ENDEAVOR

         5.01 Conditions.  Endeavor's  obligations hereunder shall be subject to
the satisfaction,  at or before the Closing,  of all the conditions set forth in
this Article V. Endeavor may waive any or all of these conditions in whole or in
part without prior notice; provided, however, that no such waiver of a condition
shall  constitute  a waiver  by  Endeavor  of any other  condition  of or any of
Endeavor's  other  rights or remedies,  at law or in equity,  if ECC shall be in
default  of any of its  representations,  warranties,  or  covenants  under this
agreement.

         5.02 Accuracy of Representations. Except as otherwise permitted by this
Agreement, all representations and warranties by ECC in this Agreement or in any
written  statement  that  shall be  delivered  to  Endeavor  by ECC  under  this
Agreement  shall be true on and as of the  closing  date as though made at those
times.

         5.03  Performance.  ECC shall have performed,  satisfied,  and complied
with all covenants,  agreements, and conditions required by this Agreement to be
performed  or  complied  with by it, on or before  the  closing.  ECC shall have
obtained all  necessary  consents and  approvals  necessary  to  consummate  the
transactions contemplated hereby.

         5.04 Absence of Litigation.  No action,  suit, or proceeding before any
court or any  governmental  body or  authority,  pertaining  to the  transaction
contemplated  by  this  agreement  or  to  its  consummation,  shall  have  been
instituted or threatened on or before the closing.

         5.05  Other.  In addition to the other  provisions  of this  Article V,
Endeavor's  obligations  hereunder shall be subject to the  satisfaction,  at or
before the Closing, of the following:

         o    The  financial  statements of ECC for the eight month period ended
              December  31,  2006 will have been  audited by an  accouting  firm
              satisfactory to Endeavor.

         o    EEC will have title to the following oil and gas properties

         -------------------------------------------------
         -------------------------------------------------
         -------------------------------------------------

                                   ARTICLE VI
                   CONDITIONS PRECEDENT TO PERFORMANCE BY ECC

         6.01 Conditions.  ECC's  obligations  hereunder shall be subject to the
satisfaction,  at or before the  Closing,  of the  conditions  set forth in this
Article  VI.  ECC may waive any or all of these  conditions  in whole or in part


                                       12
<PAGE>

without  prior  notice;  provided,  however,  that no such waiver of a condition
shall constitute a waiver by ECC of any other condition of or any of ECC's other
rights or remedies,  at law or in equity, if Endeavor shall be in default of any
of its representations, warranties, or covenants under this agreement.

         6.02 Accuracy of Representations. Except as otherwise permitted by this
Agreement,  all  representations and warranties by Endeavor in this Agreement or
in any written  statement  that shall be delivered to ECC by Endeavor under this
Agreement  shall be true on and as of the  closing  date as though made at those
times.

         6.03  Performance.   Endeavor  shall  have  performed,  satisfied,  and
complied  with  all  covenants,  agreements,  and  conditions  required  by this
Agreement  to be  performed  or complied  with by it, on or before the  closing.
Endeavor shall have obtained all necessary  consents and approvals  necessary to
consummate the transactions contemplated hereby.

         6.04 Absence of Litigation.  No action,  suit, or proceeding before any
court or any  governmental  body or  authority,  pertaining  to the  transaction
contemplated  by  this  agreement  or  to  its  consummation,  shall  have  been
instituted or threatened on or before the closing.

         6.05 Other.  In addition to the other  provisions  of this  Article VI,
ECC's obligations  hereunder shall be subject to the satisfaction,  at or before
the Closing, of the following:

         o    ___________________

                                   ARTICLE VII
                                    CLOSING

         7.0l  Closing.  The  closing of this  transaction  shall be held at the
offices of _______.  Unless the closing of this  transaction  takes place before
July 30, 2007, then either party may terminate this Agreement  without liability
to the other  party,  except as  otherwise  provided  in  Section  9.12.  At the
closing,  the following documents,  in form reasonably  acceptable to counsel to
the parties or as set forth herein, shall be delivered:

         By ECC:

              A. An  officer's  certificate,  dated the closing  date,  that all
representations,  warranties,  covenants,  and  conditions  set  forth  in  this
Agreement  on behalf  of ECC are true and  correct  as of,  or have  been  fully
performed and complied with by, the closing date.

         By Endeavor:

              A. An  officer's  certificate,  dated the closing  date,  that all
representations,  warranties,  covenants,  and  conditions  set  forth  in  this
Agreement  on behalf of Endeavor  are true and correct as of, or have been fully
performed and complied with by, the closing date.



                                       13
<PAGE>

         7.02 Exchange of  Securities.  On the closing  date,  each share of ECC
then  issued  and  outstanding  will be  exchanged  for  90,000  fully  paid and
nonassessable  shares  of  Endeavor  in  accordance  with  Schedule  1  to  this
Agreement.

         7.03 Directors.  At the closing of this Agreement Endeavor will appoint
Cameron King as a director.  Following such appointment,  all other officers and
directors of Endeavor will resign.

                                  ARTICLE VIII
                                    REMEDIES

         8.01 Arbitration.  Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof, shall
be settled by arbitration in Seattle, Washington in accordance with the rules of
the  American  Arbitration  Association  then  existing,  and  judgment  on  the
arbitration  award may be  entered  in any court  having  jurisdiction  over the
subject matter of the controversy.

         8.02 Costs. (i) Each party will bear its own costs of and incidental to
the preparation and execution of this Agreement; (ii) If any legal action or any
arbitration  or  other  proceeding  is  brought  for  the  enforcement  of  this
Agreement,   or  because   of  an   alleged   dispute,   breach,   default,   or
misrepresentation  in connection  with any of the provisions of this  Agreement,
the  successful  or  prevailing  party or parties  shall be  entitled to recover
reasonable   attorney's  fees  and  other  costs  incurred  in  that  action  or
proceeding, in addition to any other relief to which it or they may be entitled.

         8.03  Termination.  In addition to the other remedies,  Endeavor or ECC
may on or prior to the closing date terminate this Agreement,  without liability
to the other party:

         (i) If any bona fide  action or  proceeding  shall be  pending  against
Endeavor  or ECC  on the  closing  date  that  could  result  in an  unfavorable
judgment,  decree, or order that would prevent or make unlawful the carrying out
of this  Agreement  or if any agency of the  federal or of any state  government
shall have objected at or before the closing date to this  acquisition or to any
other action required by or in connection with this Agreement;

         (ii) If the legality and sufficiency of all steps taken and to be taken
by each party in carrying out this Agreement shall not have been approved by the
respective party's counsel, which approval shall not be unreasonably withheld.

         (iii) If a party  breaches any  representation,  warranty,  covenant or
obligation  of such  party set forth  herein  and such  breach is not  corrected
within ten days of receiving written notice from the other party of such breach.




                                       14
<PAGE>

                                   ARTICLE IX
                                  MISCELLANEOUS

         9.01  Captions  and  Headings.   The  Article  and  paragraph  headings
throughout  this Agreement are for  convenience and reference only, and shall in
no way be deemed to define,  limit,  or add to the meaning of any  provision  of
this Agreement.

         9.02 No Oral Change.  This Agreement and any provision hereof,  may not
be waived, changed,  modified, or discharged orally, but only by an agreement in
writing  signed by the party  against whom  enforcement  of any waiver,  change,
modification, or discharge is sought.

         9.03 Non-Waiver.  Except as otherwise  expressly  provided  herein,  no
waiver of any  covenant,  condition,  or  provision of this  Agreement  shall be
deemed to have been made  unless  expressly  in writing  and signed by the party
against whom such waiver is charged;  and (i) the failure of any party to insist
in any  one  or  more  cases  upon  the  performance  of any of the  provisions,
covenants,  or  conditions  of this  Agreement or to exercise any option  herein
contained shall not be construed as a waiver or relinquishment for the future of
any  such  provisions,   convenants,  or  conditions,  (ii)  the  acceptance  of
performance  of  anything  required  by  this  Agreement  to be  performed  with
knowledge of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or  failure,  and (iii) no waiver by
any party of one breach by another  party  shall be  construed  as a waiver with
respect to any other or subsequent breach.

         9.04 Time of Essence.  Time is of the essence of this  Agreement and of
each and every provision hereof.

         9.05 Entire Agreement. This Agreement contains the entire Agreement and
understanding  between the parties hereto,  and supersedes all prior agreements,
understandings and the letters of intent between the parties.

         9.06  Governing  Law.  This  Agreement  and its  application  shall  be
governed by the laws of Nevada.

         9.07 Counterparts. This Agreement may be executed simultaneously in one
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

         9.08 Notices. All notices, requests,  demands, and other communications
under this  Agreement  shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom notice is
to be given,  or on the third day after  mailing  if mailed to the party to whom
notice is to be given,  by first class mail,  registered or  certified,  postage
prepaid, and properly addressed as follows:

                                       15
<PAGE>

         Endeavor
         --------

              West 2809 Longfellow
              Spokane, WA 99205

         ECC
         ---

              521-3 Avenue SW
              Calgary, Alberta, Canada T2P 3T3

         9.09 Binding Effect.  This Agreement shall inure to and be binding upon
the heirs, executors,  personal representatives,  successors and assigns of each
of the parties to this Agreement.

         9.10 Effect of Closing. All representations, warranties, covenants, and
agreements of the parties  contained in this  Agreement,  or in any  instrument,
certificate,  opinion,  or other  writing  provided for in it, shall survive the
closing of this Agreement. In the event there is any material  misrepresentation
or  warranty  of  any  party  to  this   Agreement,   then   Endeavor  (if  such
misrepresentation  is made by ECC or the ECC members) or the shareholders of ECC
( if such  misrepresentation  is made by  Endeavor)  may recind  this  Agreement
during the 90 day period following the closing of this Agreement.

         9.11 Mutual  Cooperation.  The parties hereto shall cooperate with each
other to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient  to effect  the  transaction  described  herein.  Neither  party will
intentionally  take any action,  or omit to take any action,  which will cause a
breach of such party's obligations pursuant to this Agreement.

         9.12 Expenses.  Each of the parties hereto agrees to pay all of its own
expenses  (including  without  limitation,  attorneys'  and  accountants'  fees)
incurred in connection with this Agreement, the transactions contemplated herein
and negotiations  leading to the same and the preparations made for carrying the
same into effect. Each of the parties expressly  represents and warrants that no
finder or broker has been involved in this  transaction and each party agrees to
indemnify and hold the other party harmless from any commission, fee or claim of
any person, firm or corporation  employed or retained by such party (or claiming
to be employed or retained by such party) to bring about or represent such party
in the transactions contemplated by this Agreement.



                                       16
<PAGE>

         AGREED TO AND ACCEPTED as of the date first above written.


                                        ENDEAVOR ENERGY CORPORATION
                                        (a Nevada Corporation)

                                         By /s/ Kelly Fielder
                                         ----------------------------------
                                            Kelly Fielder, President


                                        FIRST ENDEAVOR HOLDINGS INC.
                                        (an Alberta Corporation)

                                        By /s/ Kelly Fielder
                                           --------------------------------
                                           Kelly Fielder, President



                                        ENDEAVOR ENERGY CORPORATION
                                        (an Alberta Corporation)


                                        By /s/ Cameron King
                                           --------------------------------
                                           Cameron King, President


                                        By /s/ Keith Miles
                                           --------------------------------
                                            Keith Miles, V.P. Operations



                                        By /s/ Ryan Scott
                                           --------------------------------
                                           Ryan Scott, V.P. Land





                                       17
<PAGE>

                                   SCHEDULE 1


                              Shares in                        Shares in
Name                            ECC                            Endeavor
----                          ---------                        ----------




























                                       18

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