Exhibit
      10.18




**STOCK
      PURCHASE AGREEMENT**





**THIS
      STOCK PURCHASE AGREEMENT** (this *“* Agreement *”* )
      is made
      effective as of the 15th day of June, 2005, by and among Sheer Ventures, Inc.,
      a
      Nevada corporation (the “Company” or “Seller”) and Petrofinanz GMBH, a limited
      liability company organized pursuant to the laws of the Marshall Islands
      (“Purchaser”) *.*








WHEREAS,
      the Purchaser desires to purchase 400,000 shares of the Company’s common stock
      at a price of $0.50 per share (the “Shares”); and





WHEREAS,
      the Company desires to sell the Shares to Purchaser and the Purchaser desires
      to
      purchase the Shares from the Company on the terms and conditions set forth
      herein.





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual agreements contained herein and for other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Seller and Purchaser do hereby agree as follows:





**ARTICLE
      I**


**Purchase
      and Sale of the Shares**





Section
      1.01. Purchase
      and Sale .
      On the
      Closing Date and upon the terms and subject to the conditions set forth herein,
      the Seller shall deliver the Shares to the Purchaser free and clear of all
      liens, in accordance with Section 1.04 below, and Purchaser shall purchase
      the
      Shares from the Seller in accordance with Section 1.02 below.





Section
      1.02. Purchase
      Price .
      The
      purchase price (the *“* Purchase
      Price *”)* for the
      Shares is US $200,000 ($0.50 per share), which shall be paid to Seller by
      cashier’s check, certified funds or wire transfer within four (4) days of
      Closing.





Section
      1.03. Time
      and Place of Closing .
      Subject
      to the satisfaction or waiver of the conditions herein, the closing (the *“* Closing *”* )
      of the
      transactions contemplated by this Agreement shall take place on or before June
      15 th ,
      2005 or at
      such
      time, date or place as Seller and Purchaser may agree.





Section
      1.04. Delivery
      of the Shares; Payment of Purchase Price .
      Upon
      Closing, the Company shall deliver to Purchaser a certificate representing
      the
      Shares, duly endorsed to Purchaser or accompanied by stock powers duly endorsed
      to Purchaser. Upon payment of the Purchase Price, the Shares shall be deemed
      to
      be paid in full, with all taxes attributable to the transfer and sale of the
      Shares paid by the Seller.





**ARTICLE
      II**


**Representations
      and Warranties of the Company**








Subject
      to all of the terms, conditions and provisions of this Agreement, the Company
      hereby represents and warrants to Purchaser, as of the date hereof and as of
      the
      Closing, as follows:





Section
      2.01. Organization
      and Qualification .
      The
      Company (i) is an entity duly organized, validly existing and in good standing
      under the laws of the Nevada, (ii) has all requisite power and authority to
      carry on its business, and (iii) is duly qualified to transact business and
      is
      in good standing in all jurisdictions where its ownership, lease or operation
      of
      property or the conduct of its business requires such qualification, except
      where the failure to do so would not have a material adverse effect to the
      Seller or the Company, respectively.





At
      Closing, the authorized capital stock of the Company consists of 75,000,000
      shares of common stock, no par value, of which 40,800,000 shares are validly
      issued and outstanding. There are no shares of preferred stock authorized or
      issued and there is no other class of capital stock authorized or issued by
      the
      Company. All of the issued and outstanding shares of common stock of the Company
      are fully paid and non-assessable. None of the shares issued are in violation
      of
      any preemptive rights. The Company has no obligation to repurchase, reacquire,
      or redeem any of its outstanding capital stock. There are no outstanding
      securities convertible into or evidencing the right to purchase or subscribe
      for
      any shares of capital stock of the Company, there are no outstanding or
      authorized options, warrants, calls, subscriptions, rights, commitments or
      any
      other agreements of any character obligating the Company to issue any shares
      of
      its capital stock or any securities convertible into or evidencing the right
      to
      purchase or subscribe for any shares of such stock, and there are no agreements
      or understandings with respect to the voting, sale, transfer or registration
      of
      any shares of capital stock of the Company.





Section
      2.02  Authorization .
      All
      corporate action on the part of Company necessary for the authorization,
      execution, delivery and performance of this Agreement by the Company has been
      taken or will be taken prior to the Closing. The Company has the requisite
      corporate power and authority to execute, deliver and perform this Agreement.
      This Agreement, when been duly executed and delivered in accordance with its
      terms, will constitute a valid and binding obligation of the Company,
      enforceable against the Company in accordance with its terms, except as may
      be
      limited by bankruptcy, insolvency, reorganization, and other similar laws of
      general application relating to or affecting creditors’ rights and to general
      equitable principles.





Section
      2.03  No
      Breaches or Defaults .
      The
      execution, delivery, and performance of this Agreement by the Company does
      not:
      (i) conflict with, violate, or constitute a breach of or a default under, (ii)
      result in the creation or imposition of any lien, claim, or encumbrance of
      any
      kind upon the Shares, or (iii) require any authorization, consent, approval,
      exemption, or other action by or filing with any third party or Governmental
      Authority under any provision of: (a) any applicable Legal Requirement, or
      (b)
      any credit or loan agreement, promissory note, or any other agreement or
      instrument to which the Company is a party or by which the Shares may be bound
      or affected. For purposes of this Agreement, "Governmental Authority" means
      any
      foreign governmental authority, the United States of America, any state of
      the
      United States, and any political subdivision of any of the foregoing, and any
      agency, department, commission, board, bureau, court, or similar entity, having
      jurisdiction over the parties hereto or their respective assets or properties.
      For purposes of this Agreement, "Legal Requirement" means any law,
      statute, injunction, decree, order or judgment (or interpretation of any of
      the
      foregoing) of, and the terms of any license or permit issued by, any
      Governmental Authority.


Stock
          Purchase Agreement - Page 2





Section
      2.04  Consents .
      No
      permit, consent, approval or authorization of, or designation, declaration
      or
      filing with, any Governmental Authority or any other person or entity is
      required on the part of the Company in connection with the execution and
      delivery by the Seller or the Company of this Agreement or the consummation
      and
      performance of the transactions contemplated hereby.





Section
      2.05  Pending
      Claims .
      There
      is no claim, suit, arbitration, investigation, action or other proceeding,
      whether judicial, administrative or otherwise, now pending or, to the best
      of
      the Company’s knowledge, threatened before any court, arbitration,
      administrative or regulatory body or any governmental agency which may result
      in
      any judgment, order, award, decree, liability or other determination which
      will
      or could reasonably be expected to have any effect upon the Company, or the
      transfer by the Company to Purchaser of the Shares under this Agreement, nor
      is
      there any basis known to the Company for any such action. No litigation is
      pending, or, to the Company’s knowledge, threatened against the Company, or its
      assets or properties, which seeks to restrain or enjoin the execution and
      delivery of this Agreement or any of the documents referred to herein or the
      consummation of any of the transactions contemplated thereby or hereby. The
      Company is not subject to any judicial injunction or mandate or any
      quasi-judicial or administrative order or restriction directed to or against
      them or which would affect the Company or the Shares to be transferred under
      this Agreement.





Section
      2.06  Taxes .
      The
      Company has timely and accurately filed all federal, state, foreign and local
      tax returns and reports required to be filed prior to such dates and have timely
      paid all taxes shown on such returns as owed for the periods of such returns,
      including all sales taxes and withholding or other payroll related taxes shown
      on such returns. The Company has made adequate provision for the payment of
      all
      taxes accruable for all periods ending on or before the Closing Date to any
      taxing authority and are not delinquent in the payment of any tax or
      governmental charge of any nature. No assessments or notices of deficiency
      or
      other communications have been received by the Company with respect to any
      tax
      return which has not been paid, discharged or fully reserved against and no
      amendments or applications for refund have been filed or are planned with
      respect to any such return. There are no agreements between the Company and
      any
      taxing authority, including, without limitation, the Internal Revenue Service,
      waiving or extending any statute of limitations with respect to any tax return.





Section
      2.07.  Labor
      Matters .
      The
      Company is not a party or otherwise subject to any collective bargaining
      agreement with any labor union or association. There are no discussions,
      negotiations, demands or proposals that are pending or have been conducted
      or
      made with or by any labor union or association, and there are not pending or
      threatened against the Company any labor disputes, strikes or work stoppages.
      To
      the best of the Company’s knowledge, the Company is in compliance with all
      federal and state laws respecting employment and employment practices, terms
      and
      conditions of employment and wages and hours, and, to its knowledge, is not
      engaged in any unfair labor practices.





Section
      2.08.  Compliance
      with Laws .
      The
      Company is, and at all times prior to the date hereof has been, to the best
      of
      its knowledge, in compliance with all statutes, orders, rules, ordinances and
      regulations applicable to it or to the ownership of their assets or the
      operation of its businesses, except for failures to be in compliance that would
      not have a material adverse effect on the business, properties, condition
      (financial or otherwise) or prospects of the Company. The Company has no basis
      to expect, nor have they received any order or notice of any such violation
      or
      claim of violation of any such statute, order, rule, ordinance or regulation
      by
      the Company.


Stock
          Purchase Agreement - Page 3





Section
      2.09.  Material
      Agreements; Action .
      There
      are no material contracts, agreements, commitments, understandings or proposed
      transactions, whether written or oral, to which the Company is a party or by
      which they are bound that involve or relate to: (i) any of the respective
      officers, directors, stockholders or partners of the Company or any affiliates
      thereof, other than in the ordinary course of business; (ii) the sale of any
      of
      the assets of the Company other than in the ordinary course of business; (iii)
      covenants of the Company not to compete in any line of business or with any
      person in any geographical area or covenants of any other person not to compete
      with the Company in any line of business or in any geographical area; (iv)
      the
      acquisition by the Company of any operating business or the capital stock of
      any
      other Person; (v) the borrowing of money; or (vi) the expenditure of more than
      $5,000 in the aggregate or the performance by the Company extending for a period
      more than one year from the date hereof, other than in the ordinary course
      of
      business.





Section
      2.10.  No
      Default .
      The
      Company is not in default under any term or condition of any instrument
      evidencing, creating or securing any indebtedness of the Company, and there
      has
      been no default in any material obligation to be performed by the Company under
      any other contract, lease, agreement, commitment or undertaking to which it
      is a
      party or by which it or its assets or properties are bound, nor has the Company
      waived any material right under any such contract, lease, agreement, commitment
      or undertaking.





Section
      2.11.  Disclosure .
      No
      representation or warranty of the Company contained in this Agreement (including
      the exhibits hereto) contains any untrue statement or omits to state a material
      fact necessary in order to make the statements contained herein or therein,
      in
      light of the circumstances under which they were made, not
      misleading.





**ARTICLE
      III**


**Representations
      and Warranties of Purchaser**





Subject
      to all of the terms, conditions and provisions of this Agreement, the Purchaser
      hereby represents and warrants to the Seller, as of the date hereof and as
      of
      the Closing, as follows:





Section
      3.01.  Authorization .
      All
      corporate action on the part of Purchaser necessary for the authorization,
      execution, delivery and performance of this Agreement by Purchaser has been
      taken or will be taken prior to the Closing. Purchaser has the requisite
      corporate power and authority to execute, deliver and perform this Agreement.
      This Agreement, when been duly executed and delivered in accordance with its
      terms, will constitute a valid and binding obligation of the Purchaser,
      enforceable against the Purchaser in accordance with its terms, except as may
      be
      limited by bankruptcy, insolvency, reorganization, and other similar laws of
      general application relating to or affecting creditors’ rights and to general
      equitable principles.





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          Purchase Agreement - Page 4




Section
      3.02.  Purchase
      for Investment .
      Purchaser is purchasing the Shares for its own account, for investment purposes
      only and not with view to any public resale or other distribution thereof.
      Purchaser acknowledges that it is an Accredited Investor as that term is defined
      in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended.
      Purchaser and its representatives have received, or have had access to, and
      have
      had sufficient opportunity to review, all books, records, financial information
      and other information which Purchaser considers necessary or advisable to enable
      it to make a decision concerning its purchase of the Shares, and that it
      possesses such knowledge and experience in financial and business matters that
      it is capable of evaluating the merits and risks of his investment hereunder.





Additionally,
      the Purchaser understands that any sale by the Purchaser of any of the Shares
      purchased under this Agreement will, under current law, require either: (a)
      the
      registration of the Shares under the Act and applicable state securities acts;
      (b) compliance with Rule 144 of the Act; or (c) the availability of an exemption
      from the registration requirements of the Act. The Purchaser understands that
      the Company has not undertaken and does not presently intend to file a
      Registration Statement to register the Shares purchased hereunder. The Purchaser
      hereby agrees to execute, deliver, furnish or otherwise provide to the Company
      an opinion of counsel reasonably acceptable to the Company prior to any
      subsequent transfer of the Shares, that such transfer will not violate the
      registration requirements of the federal or state securities acts. The Purchaser
      further agrees to execute, deliver, furnish or otherwise provide to the Company
      any documents or instruments as may be reasonably necessary or desirable in
      order to evidence and record the Shares acquired hereby.





To
      assist
      in implementing the above provisions, the Purchaser hereby consents to the
      placement of the legend, or a substantially similar legend, set forth below,
      on
      all certificates representing ownership of the Shares acquired hereby until
      the
      Shares have been sold, transferred, or otherwise disposed of, pursuant to the
      requirements hereof. The legend shall read substantially as
      follows:




"THESE
        SECURITIES HAVE BEEN ISSUED PURSUANT TO EXEMPTION FROM REGISTRATION CONTAINED
        IN
        REGULATION S OF THE SECURITIES ACT OF 1933 AND HAVE NOT BEEN REGISTERED UNDER
        THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE FOREIGN SECURITIES
        ACTS. THESE SECURITIES MAY ONLY BE RESOLD IN COMPLIANCE WITH REGULATION S
        OF THE
        SECURITIES ACT OF 1933."


Section
      3.03  Purchasers
      Information .




Purchaser
      hereby confirms and represents that:





a.
            Purchaser
                understands that the Shares have not been approved or disapproved
                by the
                United States Securities and Exchange Commission or any foreign securities
                agencies and no registration statement has been filed with any regulatory
                agency.


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          Purchase Agreement - Page 5




b.
            Purchaser
                is not an underwriter and would be acquiring the Shares solely for
                investment for his or her own account and not with a view to, or
                for,
                resale in connection with any distribution with in the meaning of
                the
                federal securities act, the state securities acts or any other applicable
                state securities acts;





c.
            The
                undersigned Purchaser is not a person in the United States of America
                and
                at the time the buy order was originated, the Purchaser was outside
                the
                United States of America. The undersigned Purchaser is not a citizen
                of
                the United States (a U.S. Person) as that term is defined in Reg.
                S of the
                Securities Act of 1933 and was not formed by a U. S. person principally
                for the purpose of investing in securities not registered under the
                Securities Act of 1933.





d.
            The
                undersigned Purchaser understands the speculative nature and risks
                of
                investments associated with the Company, and confirms that the Shares
                would be suitable and consistent with his or her investment program
                and
                that his or her financial position enable him or her to bear the
                risks of
                this investment;





e.
            To
                the extent that any federal, and/or state securities laws shall require,
                the Purchaser hereby agrees that any securities acquired pursuant
                to this
                Agreement shall be without preference as to
                assets;





f.
            The
                certificate for Shares will contain a legend that transfer is prohibited
                except in accordance with the provisions of Regulation
                S;





g.
            The
                Purchaser has had the opportunity to ask questions of the Company
                and has
                received all information from the Company to the extent that the
                Company
                possessed such information, necessary to evaluate the merits and
                risks of
                any investment in the Company;





h.
            The
                Purchaser has satisfied the suitability standards and securities
                laws
                imposed by government of his
                residence;





i.
            The
                Purchaser has adequate means of providing for its current needs and
                contingencies and has no need to sell the Shares in the foreseeable
                future
                (that is at the time of the investment, Purchaser can afford to hold
                the
                investment for an indefinite period of time);





j.
            The
                Purchaser has sufficient knowledge and experience in financial matters
                to
                evaluate the merits and risks of this investment and further, the
                Purchaser is capable of reading and interpreting financial statements.
                Further, Purchaser is an “accredited investor” as that term is defined in
                applicable court cases and the rules, regulations and decisions of
                the
                United States Securities and Exchange
                Commission.





k.
            The
                offer and sale of the Shares referred to herein is being made outside
                the
                United States within the meaning of and in full compliance with Regulation
                S.





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          Purchase Agreement - Page 6




l.
            The
                Purchaser is not a U. S. person within the meaning of Regulation
                S and is
                not acquiring the Shares for the account or benefit of any U. S.
                person;
                and,





m.
            The
                Purchaser agrees to resell the Shares only in accordance with the
                provisions of Regulation S, pursuant to registration under the Securities
                Act of 1933, as amended, or pursuant to an available exemption from
                registration.





Section
      3.04. No
      Conflict .
      The
      execution and delivery by Purchaser of this Agreement and the consummation
      of
      the transactions contemplated hereby and thereby do not and shall not, by the
      lapse of time, the giving of notice or otherwise: (a) constitute a violation
      of
      any law; or (b) constitute a breach of any provision contained in, or a default
      under, any governmental approval, any writ, injunction, order, judgment or
      decree of any governmental authority or any contract to which Purchaser is
      a
      party or by which Purchaser is bound or affected.





Section
      3.05. Consents
      and Approvals .
      No
      governmental approvals and no notifications, filings or registrations to or
      with
      any governmental authority or any other person is or will be necessary for
      the
      valid execution and delivery by Purchaser of this Agreement and the closing
      documents to which it is a party, or the consummation of the transactions
      contemplated hereby or thereby, or the enforceability hereof or thereof, other
      than those which have been obtained or made and are in full force and
      effect.




**ARTICLE
      IV**


**Conditions**





Section
      4.01. Conditions
      to Obligations of each of the Parties . **** The
      respective obligations of each party to consummate the transactions contemplated
      hereby shall be subject to the fulfillment at or prior to the Closing of the
      following conditions: (a) no preliminary or permanent injunction or other order,
      decree or ruling which prevents the consummation of the transactions
      contemplated by this Agreement shall have been issued and remain in effect;
      (b)
      no claim shall have been asserted, threatened or commenced and no law shall
      have
      been enacted, promulgated or issued which would reasonably be expected to (i)
      prohibit the purchase of, payment for or retention of the Shares by Purchaser
      or
      the consummation of the transactions contemplated by this Agreement or (ii)
      make
      the consummation of any such transactions illegal; and (c) all approvals legally
      required for the consummation of the transactions contemplated by this Agreement
      shall have been obtained and be in full force and effect at the
      Closing.





Section
      4.02. Conditions
      to Obligations of Seller . **** The
      obligations of Seller to consummate the transactions contemplated hereby shall
      be subject to the fulfillment at or prior to the Closing Date of the following
      additional conditions, except as Seller may waive in writing: (a) Purchaser
      shall have complied with and performed in all material respects all of the
      terms, covenants, agreements and conditions contained in this Agreement which
      are required to be complied with and performed on or prior to Closing; and
      (b)
      the representations and warranties of Purchaser in this Agreement shall have
      been true and correct on the date hereof or thereof, as applicable,
      and such representations and warranties shall be true and correct on and at
      the
      Closing (except those, if any, expressly stated to be true and correct at an
      earlier date), with the same force and effect as though such representations
      and
      warranties had been made on and at the Closing.







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          Purchase Agreement - Page 7


Section 4.03. Conditions
      to Obligations of Purchaser .
      The
      obligations of Purchaser to consummate the transactions contemplated hereby
      shall be subject to the fulfillment at or prior to Closing of the following
      additional conditions, except as Purchaser may waive in writing: (a) the Company
      shall have complied with and performed in all material respects all of the
      terms, covenants, agreements and conditions contained in this Agreement which
      are required to be complied with and performed on or prior to Closing; and
      (b)
      the representations and warranties of the Company in this Agreement shall have
      been true and correct on the date hereof or thereof, as applicable, and such
      representations and warranties shall be true and correct on and at the Closing
      (except those, if any, expressly stated to be true and correct at an earlier
      date), with the same force and effect as though such representations and
      warranties had been made on and at the Closing.





**ARTICLE
      V**


**Indemnification**





Section
      5.01. Indemnification
      of Seller .
      Subject
      to the terms and conditions of this Article VI, Purchaser agrees to indemnify,
      defend and hold harmless Seller, from and against any and all claims,
      liabilities and losses which may be imposed on, incurred by or asserted against,
      arising out of or resulting from, directly or indirectly:





(a)  the
      inaccuracy of any representation or breach of any warranty of Purchaser
      contained in or made pursuant to this Agreement which was not disclosed to
      Seller in writing prior to the Closing; *provided* that no
      such notification shall be deemed to waive or abrogate any right of Seller
      with
      respect to conditions to Closing in Section 4.02;





(b)  the
      breach of any covenant or agreement of Purchaser contained in this Agreement;
      or





(c)  any
      claim
      to fees or costs for alleged services by a broker, agent, finder or other person
      claiming to act in a similar capacity at the request of Purchaser in connection
      with this Agreement;





*provided,
      however* ,
      that
      Purchaser shall not be liable for any portion of any claims, liabilities or
      losses resulting from a material breach by Seller, of any of its obligations
      under this Agreement or from Seller’s gross negligence, fraud or willful
      misconduct.





Section
      5.02. Indemnification
      of Purchaser .
      Subject
      to the terms and conditions of this Article V, from and after the Closing,
      the
      Company agrees to indemnify, defend and hold harmless the Purchaser, its
      respective affiliates, its respective present and former directors, officers,
      shareholders, employees and agents and its respective heirs, executors,
      administrators, successors and assigns (the “Purchaser Indemnified Persons”),
      from and against any and all claims, liabilities and losses which may be imposed
      on, incurred by or asserted against any Purchaser Indemnified Person, arising
      out of or resulting from, directly or indirectly:





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          Purchase Agreement - Page 8




(a)  the
      inaccuracy of any representation or breach of any warranty of the Company
      contained in or made pursuant to this Agreement which was not disclosed to
      Purchaser in writing prior to the Closing; *provided* that no
      such notification shall be deemed to waive or abrogate any right of Purchaser
      with respect to conditions to Closing in Section 4.03;





(b)  the
      breach of any covenant or agreement of the Company contained in this
      Agreement;





(c)  the
      conduct of the business of the Company prior to the Closing; or





(d)  any
      claim
      to fees or costs for alleged services rendered by a broker, agent, finder or
      other person claiming to act in a similar capacity at the request of the Company
      in connection with this Agreement;





*provided,
      however* ,
      that
      the Company shall not be liable for any portion of any claims, liabilities
      or
      losses resulting from a material breach by Purchaser of its obligations under
      this Agreement or from a Purchaser Indemnified Person’s gross negligence, fraud
      or willful misconduct.





**ARTICLE
      VI**


**Miscellaneous**





Section
      6.01. Notices .
      Any and
      all notices, requests or other communications hereunder shall be given in
      writing and delivered by: (a) regular, overnight or registered or certified
      mail
      (return receipt requested), with first class postage prepaid; (b) hand delivery;
      (c) facsimile transmission; or (d) overnight courier service, to the parties
      at
      the following addresses or facsimile numbers:





(i)
                if to Seller/the Company, to:
            
            Sheer
                Ventures Inc.Attn:
                President100
                Crescent Court, 7thFloorDallas,
                Texas 75201With
                copies to:
            
            Robert
                D. AxelrodAxelrod,
                Smith & Kirshbaum, P.C.5300
                Memorial Drive, Suite 700Houston,
                Texas 77007Telephone
                Number: 713-861-1996Facsimile
                Number: 713-552-0202(iii)
                if to Purchaser, to:
            
            Petrofinanz
                GMBHTrust
                Company ComplexAjeltake
                RoadAjeltake
                IslandMajuro,
                Marshall Islands MH 96960




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          Purchase Agreement - Page 9




or
      at
      such other address or number as shall be designated by either of the parties
      in
      a notice to the other party given in accordance with this Section 6.01. Except
      as otherwise provided in this Agreement, all such communications shall be deemed
      to have been duly given: (A) in the case of a notice sent by regular or
      registered or certified mail, three business days after it is duly deposited
      in
      the mails; (B) in the case of a notice delivered by hand, when personally
      delivered; (C) in the case of a notice sent by facsimile, upon transmission
      subject to telephone confirmation of receipt; and (D) in the case of a notice
      sent by overnight mail or overnight courier service, the next business day
      after
      such notice is mailed or delivered to such courier, in each case given or
      addressed as aforesaid.





Section
      6.02. Benefit
      and Burden .
      This
      Agreement shall inure to the benefit of, and shall be binding upon, the parties
      hereto and their successors and permitted assigns.





Section
      6.03. No
      Third Party Rights .
      Nothing
      in this Agreement shall be deemed to create any right in any creditor or other
      person not a party hereto (other than the Purchaser Indemnified Persons) and
      this Agreement shall not be construed in any respect to be a contract in whole
      or in part for the benefit of any third party (other than the Purchaser
      Indemnified Persons).





Section
      6.04. Amendments
      and Waiver .
      No
      amendment, modification, restatement or supplement of this Agreement shall
      be
      valid unless the same is in writing and signed by the parties hereto. No waiver
      of any provision of this Agreement shall be valid unless in writing and signed
      by the party against whom that waiver is sought to be enforced.





Section
      6.05. Assignments .
      Purchaser may assign any of their rights, interests and obligations under this
      Agreement and must notify Seller in writing of any such assignment.





Section
      6.06. Counterparts .
      This
      Agreement may be executed in counterparts and by the different parties in
      separate counterparts, each of which when so executed shall be deemed an
      original and all of which taken together shall constitute one and the same
      agreement.





Section
      6.07. Captions
      and Headings .
      The
      captions and headings contained in this Agreement are inserted and included
      solely for convenience and shall not be considered or given any effect in
      construing the provisions hereof if any question of intent should
      arise.





Section
      6.08. Construction .
      The
      parties acknowledge that each of them has had the benefit of legal counsel
      of
      its own choice and has been afforded an opportunity to review this Agreement
      with its legal counsel and that this Agreement shall be construed as if jointly
      drafted by the parties hereto.





Section
      6.09. Severability .
      Should
      any clause, sentence, paragraph, subsection, Section or Article of this
      Agreement be judicially declared to be invalid, unenforceable or void, such
      decision will not have the effect of invalidating or voiding the remainder
      of
      this Agreement, and the parties agree that the part or parts of this Agreement
      so held to be invalid, unenforceable or void will be deemed to have been
      stricken herefrom by the parties, and the remainder will have the same force
      and
      effectiveness as if such stricken part or parts had never been included
      herein.





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          Purchase Agreement - Page 10




Section
      6.10. Applicable
      Law .
      This
      Agreement and the rights and obligations of the parties hereunder shall be
      governed by and construed in accordance with the laws of the State of Nevada,
      without giving effect to the conflict of law principles thereof.





Section
      6.11. Submission
      to Jurisdiction .
      Each of
      the parties hereby: (a) irrevocably submits to the non-exclusive personal
      jurisdiction of any Nevada court, over any claim arising out of or relating
      to
      this Agreement and irrevocably agrees that all such claims may be heard and
      determined in such Nevada court; and (b) irrevocably waives, to the fullest
      extent permitted by applicable law, any objection it may now or hereafter have
      to the laying of venue in any proceeding brought in a Nevada court.





Section
      6.12. Expenses;
      Prevailing Party Costs .
      The
      Company and Purchaser shall each pay their own expenses incident to this
      Agreement and the transactions contemplated hereby and thereby, including all
      legal and accounting fees and disbursements. Notwithstanding anything contained
      herein or therein to the contrary, if any party commences an action against
      another party to enforce any of the terms, covenants, conditions or provisions
      of this Agreement, or because of a breach by a party of its obligations under
      this Agreement, the prevailing party in any such action shall be entitled to
      recover its losses, including reasonable attorneys’ fees, incurred in connection
      with the prosecution or defense of such action, from the losing
      party.





Section
      6.13.  Entire
      Agreement .
      This
      Agreement sets forth all of the promises, agreements, conditions,
      understandings, warranties and representations among the parties with respect
      to
      the transactions contemplated hereby and thereby, and supersedes all prior
      agreements, arrangements and understandings between the parties, whether
      written, oral or otherwise.





Section
      6.14.  Faxed
      Signatures .
      For
      purposes of this Agreement, a faxed signature shall constitute an original
      signature.





**IN
      WITNESS WHEREOF** ,
      the
      parties have duly executed this Agreement as of the day and year first above
      written.






**SELLER:**
            
            **SHEER
                VENTURES, INC.**/s/  
              Philipp BuschmannBy:Its:
            Director**PURCHASER:**
            
            **PETROFINANZ
                GMBH**/s/  
              T. CrabtreeBy:Its:
            Director




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      Purchase Agreement - Page 11