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                            ASSET PURCHASE AGREEMENT

                                    Between:

                       BOOMERS' CULTURAL DEVELOPMENT INC.
                                      And:

                               KOKO PETROLEUM INC.















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                            ASSET PURCHASE AGREEMENT


                 THIS ASSET  PURCHASE  AGREEMENT is dated and made for reference
as fully executed on this 19th day of May, 2006 (the "Effective Date").

 BETWEEN:

          BOOMERS' CULTURAL DEVELOPMENT INC., a company duly incorporated under
          the laws of Nevada and having its mailing address at 1453 Johnston
          Road, #71524, White Rock, BC, V5J 2G8

          (the "Transferee");
                                                              OF THE FIRST PART

AND:

          KOKO PETROLEUM INC., a company duly incorporated under the laws of
          Nevada and having an address for notice and delivery located at 123
          Christie Mountain Lane, Okanogan Falls, BC, VOH IRO

          (the "Transferor");
                                                             OF THE SECOND PART

          (the Transferor and the Transferee being hereinafter singularly also
          referred to as a "Party" and collectively referred to as the "Parties"
          as the context so requires).

                 WHEREAS:

A. The  Transferor  is the owner of certain  interests in the  Corsicana  Fields
Project,  Barnet Shale Formation,  McKinney,  Blackburn, in Texas (collectively,
the "Assets"),  a complete  listing of such Assets of the  Transferor  being set
forth in  Schedule  "A" which is attached  to this  Agreement  and which forms a
material part hereof;

B. The  Transferee  is desirous of acquiring  the Assets of the  Transferor,  as
displayed in that certain  Letter of Intent dated for  reference  May 4, 2006, a
copy of which is attached as  Schedule  "B" which is attached to this  Agreement
and which forms a material part hereof.

                NOW THEREFORE THIS AGREEMENT  WITNESSETH  that, in consideration
of the mutual covenants and provisos herein contained,  THE PARTIES HERETO AGREE
AS FOLLOWS:

                                    Article I

                    DEFINITIONS, SCHEDULES AND INTERPRETATION

1.1  Definitions.  For all  purposes  of this  Agreement,  except  as  otherwise
expressly provided or unless the context otherwise requires, the following words
and phrases shall have the following meanings:

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     (c)  Up to $80,000 as required within seven (7) days of written request by
          the Transferor to be used for legal, accounting, and administrative
          fees for the purpose of the Transferor obtaining a listing on the
          NASDAQ OTC Bulletin Board;
     (d)  Assumption of $150,000 in debt owed by the Transferor with respect to
          the Corsicana Field Project; and
     (e)  Assumption of up to $1,600,000 in debt owed by the Transferor.


                                    Article 3
                              BOARD REPRESENTATION

3.1 Entitlement to Board Representation. The Transferee shall cause the
Transferor to nominate a candidate of its choosing to sit on the board of
directors of the Transferee.

3.2 Accounting.  It is hereby also acknowledged and agreed by the Parties hereto
that the Transferee, or its subsidiary as the case may be, will maintain, at its
principal place of business, separate accounts, and records thereto, of business
and activities  conducted  pursuant to this Agreement and that such accounts and
records are to be in  sufficient  detail.  In this regard the  Transferee  shall
retain the  accounts,  and  records in relation  thereto,  for at least one year
after the date upon which they were made and  presented to the  Transferor.  The
Transferee  shall  furnish  such  reasonable  evidence as the  Transferor  deems
necessary to verify the accounting and will permit the  Transferor's  respective
representatives to make copies of or extracts from such accounts and records.

3.3  Inspection.  The  Transferor  shall have, on at least five  business  days'
notice,  unimpeded  right  and  authority  to  enter  on  the  premises  of  the
Transferee,  its  representatives,  its  agents,  its counsel or any other party
having  control or  possession  of records or premises of the  Transferee  or in
relation to its  production or sales or  distribution  of the Products,  for the
purpose  of all such  investigations  as the  Transferor  may  require to assure
themselves as to the compliance by the Transferee  with  appropriate  accounting
provisions of this Agreement.  In this regard the Transferee  covenants to allow
and assist the Transferor, and the Transferor's duly authorized representatives,
access  to all the  aforesaid  premises  and  locations  and  access to all such
personnel and other persons as the  Transferor  may require,  and the Transferee
shall make such  premises,  records and persons  available  within five business
days of notice by the Transferor.  In the event that any aforesaid party refuses
or  delays or omits to give the  Transferor  entry and  access  to  premises  or
records,   the  Transferee  warrants  to  give  the  Transferor  all  reasonable
assistance to effect such end.


                                    Article 4
           REPRESENTATIONS, WARRANTIES AND COVENANTS BY THE TRANSFEROR

4.1  Representations,  Warranties and Covenants by the  Transferor.  In order to
induce  the  Transferee  to  enter  into  and  consummate  this  Agreement,  the
Transferor represents to and warrants to the Transferee that, to the best of the
informed knowledge, information and belief of the Transferor:

        (a)      the  Transferor  is duly  incorporated  under  the  laws of its
                 jurisdiction of  incorporation  and is validly  existing and in
                 good standing with respect to all statutory filings required by
                 the applicable corporate laws;

        (b)      the   Transferor   is   qualified   to  do  business  in  those
                 jurisdictions  where it is necessary to fulfill its obligations
                 under this  Agreement and the Transferor has the full power and
                 authority  to enter into this  Agreement  and any  agreement or
                 instrument referred to or contemplated by this Agreement;

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     (c)  the Transferor is the registered and beneficial owner of its interests
          in the Assets as set out in the Agreements referred to in Schedule "A"
          and has the requisite power, authority and capacity to own and use the
          Assets and the Transferor owns the right to develop and maintain the
          Assets subject the terms of the Agreements as referred to in Schedule
          "A";

     (d)  no person, firm or corporation has any written or oral agreement,
          option, understanding or commitment, or any right or privilege capable
          of becoming an agreement, for the purchase from the Transferor any of
          the Assets except as set out in the Agreements referred to in Schedule
          "A";

     (e)  the Transferor has not experienced, nor is the Transferor aware of,
          any occurrence or event which has had, or might reasonably be expected
          to have, a materially adverse affect on the Assets;

     (f)  the Transferor is not in breach of any provision or condition of, nor
          has the Transferor done or omitted to do anything that, with or
          without the giving of notice or lapse or both, would constitute a
          breach of any provision or condition of, or give rise to any right to
          terminate or cancel or accelerate the maturity of any payment under,
          any deed of trust, contract, certificate, consent, permit, license or
          other instrument to which the Transferor is a party, by which the
          Transferor is bound or from which the Transferor derives benefit, or
          any judgment, decree, order, rule or regulation of any Court or
          governmental authority to which the Transferor is subject, or any
          statute or regulation applicable to the Transferor, to an extent that,
          in the aggregate, has a material adverse affect on the Transferor or
          the Assets;

     (g)  the Transferor has not committed to sell, license, distribute, option,
          or otherwise dispose of or grant any interest in all or any part of
          the Assets or agree to do or perform any act or enter into any
          transaction or negotiation which could reasonably be expected to
          interfere with this Agreement or which would render inaccurate any of
          the representations, warranties or covenants set forth in this
          Agreement;

     (h)  the execution and delivery of this Agreement and the agreements
          contemplated hereby have been duly authorized by all necessary action,
          corporate or otherwise, or will have been so authorized at the
          relevant time;

     (i)  this Agreement constitutes a legal, valid and binding obligation of
          the Transferor enforceable against it in accordance with its terms,
          except as enforcement may be limited by laws of general application
          affecting the rights of creditors and the discretionary authority of
          courts of law;

     (j)  no proceedings are pending for, and the Transferor is unaware of, any
          basis for the institution of any proceedings leading to its respective
          dissolution or winding up, or the placing of it in bankruptcy or
          subject to any other laws governing the affairs of insolvent
          companies;

     (k)  the making of this Agreement and the completion of the transactions
          contemplated hereby and the performance of and compliance with the
          terms hereof does not and will not:

          (i)  conflict with or result in a breach of or violate any of the
               terms, conditions or provisions of the Transferor's constating
               documents;

          (ii) give to any party the right of termination, cancellation or
               acceleration in or with respect to any agreement, contract or
               commitment to which the Transferor is a party;

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          (iii) give to any government or governmental authority, or any
               municipality or any subdivision thereof, including any
               governmental department, commission, bureau, board or
               administration agency, any right of termination, cancellation or
               suspension of, or constitute a breach of or result in a default
               under, any permit, license, control or authority issued to the
               Transferor which is necessary or desirable in connection with the
               conduct and operations of its respective Business and the
               ownership or leasing of its respective Assets or other assets; or


     (1)  the Transferor will employ good faith, due diligence, and best efforts
          to perform its obligations of this Agreement and will enter into such
          additional or collateral agreements as may be reasonably required by
          the Transferee to effect and complete the objects and intent of this
          Agreement.

4.2  Continuity  of  the  Representations,   Warranties  and  Covenants  by  the
Transferor.  The  representations,  warranties  and covenants by the  Transferor
contained  in  this  Article,  or in any  certificates  or  documents  delivered
pursuant  to  the  provisions  of  this  Agreement  or in  connection  with  the
transactions  contemplated hereby, will be true at and as of the Effective Date.
Subject to any  investigations  or inquiries  made by the  Transferee  or by the
Transferee's  professional  advisors,  or the  waiver  of any  condition  by the
Transferee,  the  representations,  warranties  and covenants of the  Transferor
contained in this Article  shall  continue in full force and effect for a period
of twelve (12) months  from the  Effective  Date;  provided,  however,  that the
Transferor  shall  not be  responsible  for the  breach  of any  representation,
warranty or covenant of the  Transferor  contained  herein  caused by any act or
omission  of the  Transferee.  In the  event  that  any of the  representations,
warranties  or  covenants  of the  Transferor  are found by a Court of competent
jurisdiction  to be  incorrect  and such  incorrectness  results  in any loss or
damage sustained, directly or indirectly, by the Transferee, then the Transferor
will pay the amount of such loss or damage to the Transferee  within 30 calendar
days of receiving notice of judgment therefor; provided that the damages will be
limited to the consideration paid upon closing.


                                    Article 5
           WARRANTIES, REPRESENTATIONS AND COVENANTS BY THE TRANSFEREE

5.1 Warranties,  Representations  and Covenants by the  Transferee.  In order to
induce  the  Transferor  to  enter  into  and  consummate  this  Agreement,  the
Transferee hereby warrants to and represents to the Transferor that, to the best
of the  informed  knowledge,  information  and belief of the  Transferee,  after
having made due inquiry:

     (a)  the Transferee is duly incorporated under the laws of its jurisdiction
          of incorporation and is validly existing and in good standing with
          respect to all statutory filings required by the applicable corporate
          laws;

     (b)  the execution and delivery of this Agreement and the agreements
          contemplated hereby has been duly authorized by all necessary
          corporate action on its part;

     (c)  there are no consents, approvals or conditions precedent to the
          performance of this Agreement;

     (d)  this Agreement constitutes a legal, valid and binding obligation of
          the Transferee enforceable against the Transferee in accordance with
          its terms, except as enforcement may be limited by laws of general
          application affecting the rights of creditors;

     (e)  no proceedings are pending for, and the Transferee is unaware of, any
          basis for the institution of any proceedings leading to the
          dissolution or winding up of the Transferee


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          or the placing of the Transferee in bankruptcy or subject to any other
          laws governing the affairs of insolvent companies;

     (f)  the Transferee is not in breach of any laws, ordinances, statutes,
          regulations, by-laws, orders or decrees to which it is subject or
          which apply to it;

     (g)  there has been and there will be prepared and filed on a timely basis
          all federal and state income tax returns, elections and designations,
          and all other governmental returns, notices and reports of which the
          Transferee had, or ought reasonably to have had, knowledge required to
          be or reasonably capable of being filed with respect to the operations
          of the Transferee, and no such returns, elections, designations,
          notices or reports contain or will contain any material misstatement
          or omit any material statement that should have been included, and
          each such return, election, designation, notice or report, including
          accompanying schedules and statements, is and will be true, correct
          and complete in all material respects;

     (h)  the making of this Agreement and the completion of the transactions
          contemplated hereby and the performance of and compliance with the
          terms hereof does not and will not:


          (i)  conflict with or result in a breach of or violate any of the
               terms, conditions or provisions of the constating documents of
               the Transferee;

          (ii) conflict with or result in a breach of or violate any of the
               terms, conditions or provisions of any law, judgment, order,
               injunction, decree, regulation or ruling of any Court or
               governmental authority, domestic or foreign, to which the
               Transferee is subject, or constitute or result in a default under
               any agreement, contract or commitment to which the Transferee is
               a party;

          (iii) give to any party the right of termination, cancellation or
               acceleration in or with respect to any agreement, contract or
               commitment to which the Transferee is a party;

          (iv) give to any government or governmental authority, or any
               municipality or any subdivision thereof, including any
               governmental department, commission, bureau, board or
               administration agency, any right of termination, cancellation or
               suspension of, or constitute a breach of or result in a default
               under, any permit, license, control or authority issued to the
               Transferee which is necessary or desirable in connection with the
               conduct and operations of its business and the ownership or
               leasing of its business assets; or

          (v)  constitute a default by the Transferee, or any event which, with
               the giving of notice or lapse of time or both, might constitute
               an event of default, under any agreement, contract, indenture or
               other instrument relating to any indebtedness of the Transferee
               which would give any party to that agreement, contract, indenture
               or other instrument the right to accelerate the maturity for the
               payment of any amount payable under that agreement, contract,
               indenture or other instrument;

     (i)  neither this Agreement nor any other document, certificate or
          statement furnished to the Transferor by or on behalf of the
          Transferee in connection with the transactions contemplated hereby
          knowingly or negligently contains any untrue or incomplete statement
          of material fact or omits to state a material fact necessary in order
          to make the statements therein not misleading;


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     (j)  the Transferee is not aware of any fact or circumstance which has not
          been disclosed to the Transferor which should be disclosed in order to
          prevent the representations, warranties and covenants contained in
          this section from being misleading or which would likely affect the
          decision of the Transferor to enter into this Agreement; and

     (k)  the Transferee will employ good faith, due diligence, and best efforts
          to perform its obligations of this Agreement and will enter into such
          additional or collateral agreements as may be reasonably required to
          effect and complete the objects and intent of this Agreement.

     (l)  the Shares represented in this transaction are duly issued and fully
          paid, valid, and nonassessable.

5.2  Continuity  of  the  Representations,   Warranties  and  Covenants  by  the
Transferee.  The  representations,  warranties  and covenants of the  Transferee
contained  in  this  Article,  or in any  certificates  or  documents  delivered
pursuant  to  the  provisions  of  this  Agreement  or in  connection  with  the
transactions  contemplated hereby, will be true at and as of the Effective Date.
Notwithstanding any investigations or inquiries made by the Transferor or by the
Transferor's  respective  professional  advisors prior to the Effective Date, or
the waiver of any condition by the Transferor,  the representations,  warranties
and  covenants of the  Transferee  contained in this Article  shall  survive the
Effective  Date and shall  continue  in full  force and  effect  for a period of
twelve  (12)  months  from  the  Effective  Date;  provided,  however,  that the
Transferee  shall  not be  responsible  for the  breach  of any  representation,
warranty or covenant of the  Transferee  contained  herein  caused by any act or
omission of the Transferor.  In the event that any of the said  representations,
warranties  or covenants  are found by a Court of competent  jurisdiction  to be
incorrect  and  such  incorrectness  results  in any loss or  damage  sustained,
directly or indirectly,  by the  Transferor,  then the  Transferee  will pay the
amount  of such  loss or damage to the  Transferor  within 30  calendar  days of
receiving notice of judgment therefor;  provided that the Transferor will not be
entitled  to make any claim  unless the loss or damage  suffered  may exceed the
amount of $10,000.

                                    Article 6
                               OBTAINING APPROVAL

     6.1 Approval The Transferor shall, prior to closing, obtain the requisite
approval to effect the terms contemplated within this agreement, and to obtain
waivers, consents, and rights of first refusal as required under the agreement
as set out in Schedule "A".


                                    Article 7
                                ADDITIONAL TERMS

7.1 Due  Diligence.  Each of the  Parties  hereto may conduct  such  further due
diligence  examination of the other Parties hereto as it deems  appropriate.  In
that regard the Parties  agree that each shall have full and complete  access to
the other Parties' books,  records,  financial  statements and other  documents,
articles of incorporation,  by-laws, minutes of Board of Directors' meetings and
its committees, investment agreements, material contracts and as well such other
documents and materials as the Parties hereto, or their respective counsel,  may
deem reasonable and necessary to conduct an adequate due diligence investigation
of each Party,  its respective  operations and financial  condition prior to the
Closing.

7.2  Opinions,  Reports  and Advice of the  Transferor.  The  Transferor  hereby
acknowledges and agrees that all written and oral opinions,  reports, advice and
materials  provided by the Transferor to the  Transferee in connection  with the
Assets  hereunder are intended solely for the  Transferee's  benefit and for the
Transferee's use only, and that any such written and oral opinions,


<page>


 reports,  advice and information are the exclusive  property of the Transferee.
 In this regard the Transferor  hereby  covenants and agrees that the Transferee
 may  utilize  any such  opinion,  report,  advice and  materials  for any other
 purpose whatsoever and, furthermore, may reproduce, disseminate, quote from and
 refer to, in whole or in part, at any time and in any manner, any such opinion,
 report, advice and materials in its sole and absolute discretion.

7.3 Additional Documents and Acts by Transferor. The Transferor will also cause
or deliver, or cause to be delivered, to the Transferee, at the times
stipulated, the following:

          (a)     upon the request of the Transferee,  all  documentation as may
                  be  necessary  and as may  be  required  by  counsel  for  the
                  Transferee,  acting  reasonably,  to  ensure  that  all of the
                  Assets   have  been  duly   transferred,   assigned   and  are
                  registerable  in  the  name  of and  for  the  benefit  of the
                  Transferee  under  applicable  corporate  laws and  including,
                  without limitation, all necessary deeds, conveyances, bills of
                  sale,  assurances,   transfers,  contract  assignments,  sales
                  agreement  assignments,   development  agreement  assignments,
                  royalty  assignments,   license   assignments,   manufacturing
                  agreement assignments, supply agreement assignments,  consents
                  and any  other  documents  necessary  or  reasonably  required
                  effectively  to transfer all of the Assets and the business of
                  the Assets to the Transferee with a good and marketable title,
                  free and  clear of all  mortgages,  liens,  charges,  pledges,
                  claims, security interests or encumbrances whatsoever;

         (b)      within 10 days of the Closing  Date,  a certified  copy of the
                  resolutions   of  the  directors  and   shareholders   of  the
                  Transferor  authorizing  the transfer by the Transferor to the
                  Transferee of all of the Assets in  accordance  with the terms
                  of this Agreement;

         (c)      within 30 days of the Closing Date, all necessary consents and
                  approvals  in writing to the  completion  of the  transactions
                  contemplated   herein  and  including,   without   limitation,
                  approval from all Regulatory  Authorities having  jurisdiction
                  over the Transferor and the Assets or a certificate of counsel
                  of the Transferor that no such consents are required; and

         (d)      within 30 days of the Closing  Date all  records,  engineering
                  specifications   and  reports,   patents,   books,  and  other
                  documentation   pertinent   to  the   Assets  and  all  molds,
                  inventory,  customer lists,  supply  contracts,  manufacturing
                  contracts,  and all and every part of such matters  pertaining
                  to the Assets.


                                    Article 8
                                 NON-DISCLOSURE

8.1  Non-disclosure.   The  Parties  hereto,  for  themselves,  their  officers,
directors, shareholders, consultants, employees and agents, agree that they each
will not disseminate or disclose,  or knowingly allow, permit or cause others to
disseminate  or  disclose  to third  parties  who are not  subject to express or
implied covenants of confidentiality, without the other Parties' express written
consent,  either:  (i) the fact or  existence of this  Agreement or  discussions
and/or  negotiations  between  them  involving,  inter alia,  possible  business
transactions; (ii) the possible substance or content of those discussions; (iii)
the  possible  terms  and  conditions  of any  proposed  transaction;  (iv)  any
statements or  representations  (whether verbal or written) made by either Party
in the course of or in  connection  with those  discussions;  or (v) any written
material  generated by or on behalf of any Party and such  contacts,  other than
such disclosure as may be required under  applicable  securities  legislation or
regulations,  pursuant  to any order of a Court or on a "need to know"  basis to
each  of the  Parties'  respective  professional  advisors.  Disclosure  will be
required  to the  other  parties  as set  out in the  agreements  as set  out in
Schedule "A".


<page>


                                    Article 9
                             PROPRIETARY INFORMATION

 9.1 Confidential  Information.  Each Party hereto acknowledges that any and all
information  which a Party may obtain from,  or have  disclosed to it, about the
other Parties  constitutes  valuable trade secrets and proprietary  confidential
information of the other Parties (collectively, the "Confidential Information").
No such  Confidential  Information  shall be published by any Party  without the
prior written  consent of the other  Parties  hereto,  however,  such consent in
respect of the reporting of factual data shall not be unreasonably withheld, and
shall  not be  withheld  in  respect  of  information  required  to be  publicly
disclosed  pursuant to applicable  securities or corporation laws.  Furthermore,
each Party hereto undertakes not to disclose the Confidential Information to any
third party  without  the prior  written  approval  of the other  Parties and to
ensure that any third party to which the  Confidential  Information is disclosed
shall  execute an  agreement  and  undertaking  on the same  terms as  contained
herein.

9.2 Impact of Breach of Confidentiality. The Parties hereto acknowledge that the
Confidential  Information is important to the  respective  businesses of each of
the  Parties  and  that,  in  the  event  of  disclosure  of  the   Confidential
Information,  except as authorized hereunder,  the damage to each of the Parties
hereto,  or to either  of them,  may be  irreparable.  For the  purposes  of the
foregoing  sections the Parties  recognize and hereby agree that a breach by any
of the  Parties  of any of the  covenants  therein  contained  would  result  in
irreparable harm and significant  damage to each of the other Parties that would
not be adequately  compensated for by monetary award.  Accordingly,  the Parties
agree that in the event of any such breach,  in addition to being  entitled as a
matter  of right to apply to a Court of  competent  equitable  jurisdiction  for
relief by way of restraining  order,  injunction,  decree or otherwise as may be
appropriate to ensure compliance with the provisions hereof, any such Party will
also be liable to the other Parties, as liquidated damages,  for an amount equal
to the amount  received and earned by such Party as a result of and with respect
to any such breach.  The Parties also  acknowledge  and agree that if any of the
aforesaid restrictions,  activities,  obligations or periods are considered by a
Court of competent  jurisdiction as being  unreasonable,  the Parties agree that
said  Court  shall have  authority  to limit such  restrictions,  activities  or
periods as the court deems proper in the circumstances. In addition, the Parties
further  acknowledge  and agree that all  restrictions  or  obligations  in this
Agreement are  necessary and  fundamental  to the  protection of the  respective
businesses of each of the Parties and are reasonable and valid, and all defenses
to the strict enforcement  thereof by either of the Parties are hereby waived by
the other Parties.


                                   Article 10
                        CLOSING AND TRANSFER OF INTEREST

10.1 Closing.  Closing shall be on or before  Wednesday,  May 31, 2006.  Closing
documentation  shall be the documentation as required to carry out the intent of
this Agreement, including:

     (a)  Document set out in Article 7;
     (b)  All indemnities in regard to debts being assumed in regard to
          Agreements as referred to in Schedule "A";
     (c)  Evidence of appointment of nominee of the Transferor; and
     (d)  1,500,000 shares duly issued non-assessable in the Transferee.


10.2 Assumption of Obligations. Any transfer of all or any part of the
Transferor's licence shall be accompanied by the written agreement of any such
transferee to assume the obligations of the Transferor under the licence and to
be bound by the terms and conditions thereof.


<page>


                                   Article 11
                                  FORCE MAJEURE

 11.1  Events.  If any  Party  hereto is at any time  prevented  or  delayed  in
complying with any provisions of this Agreement by reason of strikes, walk-outs,
labour  shortages,  power  shortages,  fires,  wars,  acts of God,  earthquakes,
storms,   floods,   explosions,   accidents,   protests  or   demonstrations  by
environmental  lobbyists  or native  rights  groups,  delays in  transportation,
breakdown  of  machinery,  inability to obtain  necessary  materials in the open
market, unavailability of equipment, governmental regulations restricting normal
operations, shipping delays or any other reason or reasons beyond the control of
that  Party,  then the time  limited  for the  performance  by that Party of its
respective  obligations hereunder shall be extended by a period of time equal in
length to the period of each such prevention or delay.

11.2 Notice. A Party shall, within seven calendar days, give notice to the other
Party of each event of force majeure under section "14.1" hereinabove,  and upon
cessation of such event shall  furnish the other Party with notice of that event
together with particulars of the number of days by which the obligations of that
Party  hereunder have been extended by virtue of such event of force majeure and
all preceding events of force majeure.


                                   Article 12
                             DEFAULT AND TERMINATION

12.1  Default.  The Parties  hereto agree that if any Party hereto is in default
with  respect to any of the  provisions  of this  Agreement  (herein  called the
"Defaulting Party"), the non-defaulting Party (herein called the "Non-Defaulting
Party") shall give notice to the Defaulting Party designating such default,  and
within 10 calendar days after its receipt of such notice,  the Defaulting  Party
shall cure such  default,  or  commence  proceedings  to cure such  default  and
prosecute the same to completion without undue delay.


                                   Article 13
             INDEMNIFICATION AND LEGAL PROCEEDINGS

13.1  Indemnification.  The Parties  hereto agree to indemnify and save harmless
the other Party hereto, including its respective affiliates and their respective
directors, officers, employees and agents (each such party being an "Indemnified
Party")  from  and  against  any  and  all  losses,  claims,   actions,   suits,
proceedings,  damages,  liabilities  or  expenses  of  whatever  nature or kind,
including any investigation expenses incurred by any Indemnified Party, to which
an  Indemnified  Party may become subject by reason of an act or inaction of the
other Party.

13.2 Claim of Indemnification.  The Parties hereto agree to waive any right they
might  have of first  requiring  the  Indemnified  Party to  proceed  against or
enforce any other right, power, remedy, security or claim payment from any other
person before claiming this indemnity.

13.3 Notice of Claim. In case any action is brought against an Indemnified Party
in respect of which  indemnity may be sought against any of the Parties  hereto,
the Indemnified  Party will give the relevant Party hereto prompt written notice
of any such action of which the  Indemnified  Party has knowledge and such Party
will  undertake  the   investigation  and  defense  thereof  on  behalf  of  the
Indemnified  Party,  including the prompt retaining of counsel acceptable to the
Indemnified  Party  affected  and the  payment of all  expenses.  Failure by the
Indemnified  Party to so notify  shall  not  relieve  any  Party  hereto of such
Party's obligation of  indemnification  hereunder unless (and only to the extent
that) such failure  results in a forfeiture  by any Party hereto of  substantive
rights or defenses.


<page>


13.4 Settlement. No admission of liability and no settlement of any action shall
be made without the consent of the Indemnified Party affected, such consent not
to be unreasonably withheld.

13.5 Legal  Proceedings.  Notwithstanding  that the  relevant  Party hereto will
undertake the investigation and defense of any action, an Indemnified Party will
have the right to employ separate  counsel in any such action and participate in
the defense  thereof,  but the fees and  expenses of such counsel will be at the
expense of the Indemnified Party unless:

     (a)  such counsel has been authorized by the relevant Party hereto;

     (b)  the relevant Party hereto has not assumed the defense of the action
          within a reasonable period of time after receiving notice of the
          action;

     (c)  the named parties to any such action include that any Party hereto and
          the Indemnified Party shall have been advised by counsel that there
          may be a conflict of interest between any Party hereto and the
          Indemnified Party; or

     (d)  there are one or more legal defenses available to the Indemnified
          Party which are different from or in addition to those available to
          any Party hereto.


                                   Article 14
                                     NOTICE

14.1 Notice. Each notice, demand or other communication required or permitted to
be given under this  Agreement  shall be in writing and shall be sent by prepaid
registered  mail  addressed  to the Party  entitled  to  receive  the  same,  or
delivered to such Party, at the address for such Party specified above. The date
of receipt of such notice,  demand or other  communication  shall be the date of
delivery  thereof if delivered,  or, if given by  registered  mail as aforesaid,
shall be deemed  conclusively  to be the third calendar day after the same shall
have been so mailed,  except in the case of  interruption of postal services for
any reason  whatsoever,  in which case the date of receipt  shall be the date on
which the notice,  demand or other  communication  is  actually  received by the
addressee.

14.2  Change  of  Address.  Either  Party  may at any time and from time to time
notify the other  Party in writing of a change of address and the new address to
which notice shall be given to it thereafter until further change.


                                   Article 15
                               GENERAL PROVISIONS

15.1 Entire Agreement.  This Agreement  constitutes the entire agreement to date
between  the  Parties   hereto  and   supersedes   every   previous   agreement,
communication,   expectation,  negotiation,   representation  or  understanding,
whether oral or written, express or implied, statutory or otherwise, between the
Parties hereto with respect to the subject matter of this Agreement.

15.2  Enurement.  This  Agreement will enure to the benefit of and
will be binding upon the Parties  hereto,  their  respective  heirs,  executors,
administrators and assigns.

15.3 Schedules. The Schedules to this Agreement are hereby incorporated by
reference into this Agreement in its entirety.

15.4 Time of the Essence. Time will be of the essence of this Agreement.

<page>


15.6 Applicable Law. The situs of this Agreement is Vancouver, British Columbia,
and for all purposes this Agreement will be governed exclusively by and
construed and enforced in accordance with the laws and Courts prevailing in the
Province of British Columbia.


15.7 Further Assurances. The Parties hereto hereby, jointly and severally,
covenant and agree to forthwith, upon request, execute and deliver, or cause to
be executed and delivered, such further and other deeds, documents, assurances
and instructions as may be required by the Parties hereto or their respective
counsel in order to carry out the true nature and intent of this Agreement.


15.8 Currency. Unless otherwise stipulated, all payments required to be made
pursuant to the provisions of this Agreement and all money amount references
contained herein are in lawful currency of the U.S.A.


15.9 Severability and Construction. Each Article, section, paragraph, term and
provision of this Agreement, and any portion thereof, shall be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any court,
agency or tribunal with valid jurisdiction in a proceeding to any of the Parties
hereto is a party, that ruling shall not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which shall remain binding on the Parties and continue to
be given full force and agreement as of the date upon which the ruling becomes
final).


15.10 Captions. The captions, section numbers and Article numbers appearing in
this Agreement are inserted for convenience of reference only and shall in no
way define, limit, construe or describe the scope or intent of this Agreement
nor in any way affect this Agreement.


15.11 Counterparts. This Agreement may be signed by the Parties hereto in as
many counterparts as may be necessary and, if required, by facsimile, each of
which so signed being deemed to be an original, and such counterparts together
shall constitute one and the same instrument and notwithstanding the date of
execution will be deemed to bear the Execution Date as set forth on the front
page of this Agreement.


15.12 Consents and Waivers. No consent or waiver expressed or implied by either
Party hereto in respect of any breach or default by any other Party in the
performance by such other of its obligations hereunder shall:

     (a)  be valid unless it is in writing and stated to be a consent or waiver
          pursuant to this section;

     (b)  be relied upon as a consent to or waiver of any other breach or
          default of the same or any other obligation;

<page>


     (c)  constitute a general waiver under this Agreement; or

     (d)  eliminate or modify the need for a specific consent or waiver pursuant
          to this section in any other or subsequent instance.


IN WITNESS WHEREOF each of the Parties hereto has set their respective hands and
seals in the presence of their duly authorized signatories as of the Execution
Date determined hereinabove.


  The COMMON SEAL of

  BOOMERS'CULTURAL DEVELOPMENT INC.         )
  ---------------------------------         )
  the Transferor herein,                    )
  was hereunto affixed in the presence of:  )


  /s/
  ----------------------------------------- )
  Authorized Signatory


The COMMON SEAL of

  KOKO PETROLEUM INC.                       )
  ---------------------------------         )
  the Transferor herein,                    )
  was hereunto affixed in the presence of:  )


  /s/
  ----------------------------------------- )
  Authorized Signatory



<page>


15.11  Counterparts.  This  Agreement may be signed by the Parties  hereto in as
many  counterparts as may be necessary and, if required,  by facsimile,  each of
which so signed being deemed to be an original,  and such counterparts  together
shall  constitute one and the same  instrument and  notwithstanding  the date of
execution  will be deemed to bear the  Execution  Date as set forth on the front
page of this Agreement.

15.12 Consents and Waivers.  No consent or waiver expressed or implied by either
Party  hereto in respect  of any  breach or  default  by any other  Party in the
performance by such other of its obligations hereunder shall:

     (a)  be valid unless it is in writing and stated to be a consent or waiver
          pursuant to this section;

     (b)  be relied upon as a consent to or waiver of any other breach or
          default of the same or any other obligation;

     (c)  constitute a general waiver under this Agreement; or

     (d)  eliminate or modify the need for a specific consent or waiver pursuant
          to this section in any other or subsequent instance.


                IN  WITNESS  WHEREOF  each of the  Parties  hereto has set their
respective hands and seals in the presence of their duly authorized  signatories
as of the Execution Date determined hereinabove.


  The COMMON SEAL of

  BOOMERS'CULTURAL DEVELOPMENT INC.         )
  ---------------------------------         )
  the Transferor herein,                    )
  was hereunto affixed in the presence of:  )


  /s/
  ----------------------------------------- )
  Authorized Signatory


The COMMON SEAL of

  KOKO PETROLEUM INC.                       )
  ---------------------------------         )
  the Transferor herein,                    )
  was hereunto affixed in the presence of:  )


  /s/
  ----------------------------------------- )
  Authorized Signatory



<page>



                                  SCHEDULE "A"



THIS IS SCHEDULE "A" to the Asset Purchase Agreement dated the   day of      ,
2006.





                                   The Assets

     1.   Plan of Redevelopment Agreement between Texas M.O.R., Inc., JMT
          Resources, Ltd. and KOKO Petroleum, Inc. dated October 20, 2005;

     2.   Letter of Intent Agreement between Texas M.O.R., Inc., JMT Resources,
          Ltd., KOKO Petroleum, Inc. and Nitro Petroleum, Inc. dated March 01,
          2006;

     3.   Letter Agreement between First Canadian American Financial Services,
          Inc. and Armen Energy, LLC dated February 02, 2004; and

     4.   Letter Agreement between KOKO Petroleum, Inc. and REO Energy, Ltd.
          dated September 20, 2005.

<page>


                                  SCHEDULE "B"
                                  ------------


                                LETTER OF INTENT


================================================================================



                           LETTER OF INTENT AGREEMENT
                           --------------------------
                            CORSICANA FIELD PROSPECT

  This Letter of Intent Agreement ("Agreement") is executed as of March 1, 2006,
("Execution Date") between  TEXAS  M.O.R.,  INC. ("MOR"),  JMT  RESOURCES,  LTD.
("JMT)",  NITRO PETROLEUM,  INC. ("NITRO") and KOKO  PETROLEUM, LTD. ("KOKO").

                                    RECITALS:

         A. JMT owns  approximately  7,838 [+/-] gross acres in mineral interest
 leaseholds located in Navarro County, Texas ("Prospect  Leases").  The geologic
 trend is  identified  as the Mildred  Pool and is covered by oil and gas leases
 more  particularly  described in Exhibit "A" attached hereto (the  "Prospect").
 JMT has a ninety-five percent working interest in the Prospect.

          B. MOR and its affiliate,  JMT, the owner of the Prospect Leases, have
 offered KOKO and NITRO the right to  participate  in the cost of developing the
 Prospect  Leases to be funded by KOKO and  NITRO,  subject to the terms of this
 Agreement.

          C. The  development of the Prospect  Leases shall include,  but not be
 limited to the following activities: the implementation of the polymer flood in
 the Nacatoch  Formation,  the drilling new vertical and horizontal wells within
 zones covered by the Prospect Leases, plugging old well bores,  development off
 injection  disposal  wells,  re-work of existing wells on the Prospect  Leases,
 acquisition of new mineral leases not covered under the Prospect Leases and the
 acquisition of related oil field equipment

         D. The  parties  hereto have  previously  executed  agreements  for the
 development of a pilot project and farm-out  participation  on a portion of the
 Prospect  Leases.  By mutual  execution,  this Agreement  will supersede  those
 agreements  and  render  them null and void.  KOKO and NITRO  will each earn an
 undivided  working  interest equal to twenty-three and  three-quarters  percent
 (23.75%) each in the entire Prospect once funding has been completed.

         E. KOKO,  NITRO and JMT request the right of first  refusal to purchase
the other's interest in the prospect.  Furthermore,  KOKO and NITRO requests the
right of first  refusal  to fund any  future  drilling  operations  outside  the
Prospect area not limited to geographical location.

         F. Unless specifically referred to individually, KOKO  and NITRO  shall
be referred to as "Investing Parties" and JMT and MOR will  be  referred  to  as
"Operating Parties".
                               TERMS OF AGREEMENT:

         NOW, THEREFORE,  FOR VALUE RECEIVED, the sufficiency of which is hereby
acknowledged, MOR, JMT, NITRO and KOKO agree as follows:

                                    ARTICLE I
                 SUMMARY OF PROSPECT-RELATIONSHIP OF THE PARTIES

2.01.  Relationship of  Parties.  The  parties  hereto  are  participants in the
Prospect  Leases in which the costs  charged  by  the  Operating  Parties to the
Investing  Parties will be on an actual basis.  The  investing Parties  will  be
entitled to seventy  percent  (70%) off the net income derived from the prospect
until it has returned its contributed capital ("Payback"). After  payback of the

                                        1

<page>

Investing Parties  investment,  the Operating Parties and the Investing Parties
will equally share in the net income derived from the Prospect.

2.02.  Formation of a Joint  Venture for  Accounting  and  Records.  The parties
hereto agree to form a joint venture for the purpose of  maintaining an accurate
set of books  and  records  that will  properly  reflect  all costs and  charges
applied to the Prospect  Leases.  The  ownership of the Joint Venture will be as
follows:  JMT will own 50%,  NITRO will own 25% and KOKO will own the  remaining
25%. The Investing Parties will have the right to inspect and/or audit the books
and  records  of the joint  venture  at any time with  reasonable  notice to the
Operating Parties.

2.03.  Prospect Leases Funding  Summary.  The Investing  Parties agree to invest
$4,500,000 over the next twenty-four months from the date of this Agreement,  of
which $1,200,000 has already been invested. Once funding has been completed, JMT
will legally  assign 50% of its interest in the Prospect  Leases.  The Investing
Parties will be able to secure its interest  prior to the  completion of funding
by recording this document and any subsequent  definitive  document with Navarro
County

2.04.  Relationship to Operating  Agreement.  The Operating  Agreement  executed
under the previous  Pilot  Project will remain in effect with MOR  continuing to
operate the Prospect Leases The Operating  Agreement contains several provisions
relating to the joint  development of the Prospect  Leases and is intended to be
consistent  with the  provisions  of this  Agreement  In the event of a conflict
between the  Operating  Agreement  and this  Agreement,  the  provisions of this
Agreement  shall be considered to be  controlling.  The Investing  Parties agree
that  certain  overhead  and salary  charges  will be charged  against the Joint
Venture, which will be mutually agreed upon by the Parties hereto.



                                   ARTICLE III
                       FUNDING REQUIREMENTS AND PROCEDURES

3.01 Acquisition of Prospect Leases.  The Operating Parties and their affiliates
have  acquired  and  purchased  the  Prospect  Leases  for the  purpose of their
redevelopment. The cost of acquiring and the subsequent development the Prospect
Leases to date was borne solely by the  Investing  Parties and their  affiliates
and will not be passed to the Investing  Parties for purposes of this Agreement.
The Operating  Parties have to date invested  $4,500,000 in the  acquisition and
development of the Prospect Leases.

3.02 Funding of Prospect  Leases.  The remaining  funding due the joint venture,
$3,300,000  will be due and payable as  requested by the  Operating  Parties and
agreed to by the Investing Parties,  however,  the remaining funding will be due
and payable within twenty-four  months of the date of this Agreement.  After the
Investing have funded the  $3,300,000,  the Investing  Parties and the Operating
Parties  will each be  required to fund  additional  projects  for the  Prospect
Leases on a "heads-up" or 50%-50% basis.

3.03. Projects to be Funded for the Prospect Leases. The following projects will
be funded by the Investing  Parties for the  benefit  off the Joint  Venture and
shall include;

Remaining Funding of the Polymer Pilot - $490,000
Seismic Project - $500,000
Polymer Expansion - $1,500,000 Horizontal
Pecan Gap Drilling - $810,000

                                       2

<page>

3.04. Partial Funding of Prospect Stages and KOKO's Subsequent Interest.  In the
event the  Investing  Parties  fail to fund the  agreed  amounts or elect not to
continue funding the projects defined above, the Investing Parties interest will
be equal to the working  interest  the  Operating  Parties  have in the existing
wells drilled and completed under this Agreement.


                                   ARTICLE IV
                                      TITLE

4.01.  Representations  as to  Ownership,  Burdens and  Available  Acreage.  The
Operating Parties warrant and represent that they are the owners of the Prospect
Leases,  that the Prospect Leases are free of liens and encumbrances (other than
the Operating Agreement and various easements), and that the Leases shall have a
minimum Net Revenue  Interest of seventy five percent (75%). In the event that a
Prospect  Lease  covers a Net Revenue  Interest  off greater  than  seventy five
percent  (75%),  then the Investing  Parties shall be entitled to their share of
the excess Net Revenue  Interest  for that  Lease,  to the extent of the acreage
under that Prospect Lease which is assigned to a Prospect Well.

4.02.  Indemnification  Against Liens.  The Operating  Parties hereby agrees to"
defend,  indemnify and hold the Investing  Parties  harmless against any and all
liens and encumbrances which may arise .in connection with a Prospect Lease as a
result of MOR's  operations or JMT's  ownership,  but does not include liens and
encumbrances  created by the  Investing  Parties,  nor any  costs,  liabilities,
losses or attorneys' fees incurred by the Investing  Parties as a result of such
liens and encumbrances.

4.03 Examination of Title/Loss of Title. MOR and JMT shall warrant and represent
the  validity of leasehold  title prior to  expending  funds to drill a Prospect
Well  thereon.  Other than the  indemnification  by MOR for liens  described  in
section 4.02 above, the parties shall bear  proportionately,  after the drilling
of a  Prospect  Well,  the  possible  loss  of  title  as to  the  spacing  unit
surrounding the particular well for any reason,  as more  particularly set forth
in Article IV of the Operating Agreement.

4.04.  Interest  Earned by the Investing  Parties.  The funding by the Investing
Parties  under this  Agreement  shall  entitle  the  Investing  Parties to own a
fort-seven and one-half  percent  (47.5%)  Working  Interest and not less than a
thirty-five  percent (35%) Net Revenue  Interest in the Prospect Well,  together
with a like  interest in the Railroad  Commission of Texas spacing unit assigned
to the well  (currently set at 2 acres under  applicable  field rules set by the
Commission) and the equipment  associated with the well. Within thirty (30) days
after the final investment by the Investing Parties, the Operating Parties shall
record and deliver an assignment of the Investing  Parties  Working  Interest in
the Prospect  Leases and  applicable  Railroad  Commission of Texas spacing unit
assigned to the well.

4.05. Right to  Assign/Mortgage.  The Investing Parties shall not have the right
to assign or to mortgage the interests  earned under this Agreement,  subject to
the  provisions  of the  Operating  Agreement,  unless it has received  express,
written  consent  from the  Operating  Parties,  in which  case  shall  bind the
assignee or mortgagee.

                                       3

<page>

                                    ARTICLE V
                  DRILLING OPERATIONS AND INFORMATION REPORTING

 5.01.  Operator  Elections  and  Decisions.  MOP, as  Operator,  shall have the
 exclusive  right,  in  its  sole  discretion,  to:  1)  select  all  drill-site
 locations, title attorneys, insurance carriers, drilling contractors, field and
 office  personnel,  service companies and equipment related to a Prospect Well;
 and 2) to make all elections regarding scheduling,  completion or plugging of a
 Prospect  Well.  All  other  decisions  shall be  governed  by the terms of the
 Operating Agreement.

 5.02.  Insurance  Requirements.  For  all  operations  pertaining to a Prospect
 Leases,  MOR shall  cause the  drilling  contractor  to carry,  as well as MOR,
 general  liability  insurance in which the Investing Parties shall be listed as
 an additional insured under each policy.

 5.03.  Information  Reporting.  MOR shall  provide to JMT,  NITRO and KOKO on a
 monthly basis (without the need for a specific  request)  detailed  information
 regarding the production  attributable to a Prospect Leases and any costs which
 are assessed to the Investing Parties as to a Prospect Leases. At the Investing
 Parties  request,  MOR shall  likewise  provide copies of any logs or technical
 data pertaining to a Prospect Well.

 5.04.  Responsibilities  of Operator.  Consistent  with the  provisions  of the
 Operating  Agreement,  MOR shall conduct its operations as a reasonable prudent
 operator, in a good and workmanlike manner, with due diligence and dispatch, in
 accordance with good oilfield  practice,  and in compliance with applicable law
 and regulation,  but in no event shall it have any liability as Operator to the
 Investing  Parties for losses sustained or liabilities  incurred except such as
 may result from gross negligence or willful misconduct.

 5.05. LIMITED ARBITRATION FOR RESET OF WELL BORE COSTS AND ACCOUNTING DISPUTES.
ANY  CONTROVERSY  OR CLAIM  ARISING OUT OF OR RELATING TO THE  RESETTING OF WELL
BORE COSTS FOR THE STAGE 3 WELLS OR RELATING TO AN ACCOUNTING DISPUTE UNDER THIS
AGREEMENT SHALL BE SETTLED BY FINAL AND BINDING ARBITRATION IN FORT WORTH, TEXAS
IN ACCORDANCE  WITH THE COMMERCIAL  ARBITRATION  RULES ("RULES") OF THE AMERICAN
ARBITRATION  ASSOCIATION  IN  EFFECT  AT THE  TIME THE  CONTROVERSY  OR CLAIM IS
SUBMITTED TO  ARBITRATION;  PROVIDED,  HOWEVER,  THAT THE  AMERICAN  ARBITRATION
ASSOCIATION  NEED NOT BE USED AS THE  SOURCE OF THE  ARBITRATORS  SELECTED.  ONE
ARBITRATOR  SHALL BE SELECTED BY EACH PARTY AND IF THEY CANNOT AGREE AS TO THEIR
DECISION, THEN THE TWO ARBITRATORS SHALL SELECT A THIRD ARBITRATOR AND THE THREE
ARBITRATORS  SHALL RESOLVE THE CLAIM. THE ARBITRATOR SHALL HAVE  JURISDICTION TO
DETERMINE  ANY SUCH  CLAIM AND MAY GRANT  ANY  RELIEF  OTHER  THAN  PUNITIVE  OR
EXEMPLARY  DAMAGES  AUTHORIZED  BY  LAW  FOR  SUCH  CLAIM,   INCLUDING  SPECIFIC
PERFORMANCE.  ANY  SUCH  ARBITRATION  SHALL  BE  CONCLUDED  WITHIN  30  DAYS  OF
INITIATION OF THE ARBITRATION.  ANY CONTROVERSY OR CLAIM WHICH IS THE SUBJECT OF
ARBITRATION SHALL BE DEEMED WAIVED AND SHALL BE FOREVER BARRED IF ARBITRATION IS
NOT INITIATED BY THE AGGRIEVED PARTY BY MAKING DEMAND FOR  ARBITRATION  WITHIN 3
MONTHS OF THE DATE THE  CONTROVERSY  OR CLAIM FIRST ARISES.  IN ANY  ARBITRATION
UNDER  THIS  PARAGRAPH,  ANY AND ALL RULES OF  DISCOVERY  SET FORTH IN THE TEXAS
RULES OF CIVIL  PROCEDURE  SHALL BE  APPLICABLE.  EACH PARTY TO THE  ARBITRATION
SHALL BEAR THE INITIAL FILING FEES AND CHARGES

                                       4

<page>

REQUIRED BY THE ARBITRATION  BODY;  PROVIDED,  HOWEVER,  THAT THE ARBITRATOR MAY
AWARD REIMBURSEMENT OF ALL SUCH COSTS AND FEES TO THE PREVAILING PARTY AS A PART
OF ITS AWARD.  THIS PARAGRAPH  SHALL LIKEWISE BE  SPECIFICALLY  ENFORCEABLE IN A
COURT OF  COMPETENT  JURISDICTION  SHOULD  THE PARTY NOT  DEMANDING  ARBITRATION
REFUSE TO PARTICIPATE IN OR FULLY COOPERATE WITH THE ARBITRATION PROCESS.

                                   ARTICLE VI.
                            MISCELLANEOUS PROVISIONS

6.01. Time is of Essence/Attorneys  Fees. Time is of the essence with respect to
this  Agreement  and  each  party  hereto  shall  have  the  right  to  specific
performance  as to the  obligations  set forth herein.  In the event that either
party seeks enforcement of this Agreement in any legal or equitable  proceeding,
the prevailing  party in such  proceeding  shall be entitled to recover from the
other party all expenses  attributable to such proceeding,  including  interest,
court costs and attorneys fees.

6.02. Entire Agreement.  This Agreement, the documents to be executed hereunder,
and each Exhibit  attached hereto  constitute the entire  agreement  between the
parties  pertaining  to the  subject  matter  hereof  and  supersede  all  prior
agreements,  understandings,  negotiations  and  discussions,  whether  oral  or
written, of the parties pertaining to the subject matter hereof.

6.03.  Warranties.  There are no warranties, representations or other agreements
between the parties in connection  with the  subject  matter  hereof  except  as
specifically set forth herein or in documents delivered pursuant hereto.

6.04. Amendments. No supplement, amendment, alteration, modification,  waiver or
termination off this  Agreement shall be binding unless executed in  writing  by
the parties hereto.

6.05.  Waiver.,  No waiver of any of the provisions of this  Agreement  will  be
deemed or shall  constitute a waiver of any other provisions hereof (whether  or
not  similar),  nor shall  such  waiver  constitute  a continuing  waiver unless
otherwise expressly provided.

6.06.  Captions.  The captions in this Agreement are for  convenience  only  and
may  not  be  considered  a  part  of  or  as  affecting  the   construction  or
interpretation of any provision of this Agreement.

6.07. APPLICABLE LAW. THIS AGREEMENT,  OTHER DOCUMENTS DELIVERED PURSUANT HERETO
AND THE LEGAL  RELATIONS  BETWEEN THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF TEXAS.  THE  VALIDITY  OF THE  VARIOUS
CONVEYANCES  AFFECTING  THE  TITLE TO REAL  PROPERTY  SHALL BE  GOVERNED  BY AND
CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE  STATE  WHERE  THE  PROPERTY  IS
LOCATED. THIS AGREEMENT IS PERFORMABLE IN AND VENUE SHALL LIE IN TARRANT COUNTY,
TEXAS.

6.08. Notices. Any notice, communication, request, instruction or other document
required or permitted  hereunder  shall be given in writing by  certified  mail,
return receipt  requested,  postage prepaid,  or by overnight  courier,  prepaid
telegram,  or personal delivery to the address below or to such other address or
to the attention of such other person as shall be designated in writing by

                                       5

<page>

any party to the other party hereafter.  All notices will be deemed to have been
given as of the date of receipt. The initial contact information is as follows:


          If to MOR or JMT:                                 5416 Birchman Ave.
                                                            Fort Worth, TX 76107
                                                            (817) 732-8739
                                                            FAX: (817) 732-8762

          If to KOKO or NITRO                               902 Jonothan Dr.
                                                            Penticton, BC
                                                            V2A 8Z6
                                                            Fax: 250-487-2276



6.09. Brokerage Fees and Transaction Expenses.,  Except  as  otherwise  provided
herein,  each party shall be solely  responsible for all expenses incurred by it
in connection with this transaction,  including,  without  limitation,  fees and
expenses of its own counsel  and  accountants,  and shall not be entitled to any
reimbursement  therefore  from any other party hereto.  The Parties  warrant and
represent to each other that no brokerage  commission  shall become due or owing
to any party as a result of this transaction.

6.10.  Counterparts/Facsimile  Signatures.  This  Agreement  may be  executed in
counterpart  originals,  each of which  shall  be  treated  as a fully  executed
original  hereof when all parties  hereto have  executed such a  counterpart.  A
facsimile signature shall be treated as an original signature unless an original
signature is required by law.

SIGNATURES APPEAR ON FOLLOWING PAGE.

                                       6

<page>

EXECUTED effective as of the date set forth above.


                                                  "MOR"


                                          TEXAS M.O.R., INC.



                                By:________________________________________
                                Name: Mark S. Zouvas Title: President


                                                 "JMT"

                                        JMT RESOURCES, LTD.


                                By:________________________________________
                                Name: Mark Zouvas Title: Managing Partner



                                                 "KOKO"

                                        KOKO PETROLEUM, INC.


                                By:_______________________________________
                                Name: Ted Kozub
                                Title: Chief Executive Officer


                                                 "VITRO"
                                By:________________________________________
                                Name: Ted Kozu
                                Title: Chief Exec the Officer

                                       7


                                   Exhibit A
                  Texas M.O.R., Inc. d/b/a Rife Oil Properties
                                Operating Leases
                            Corsicana Shallow Field
                             Navarro County, Texas

<table>
<caption>

                                Net                                           Formation
                              Revenue        Lease       Prod      INJ       Wolf City (W)
No.  Lease Name      RRC#     Interest      Acreage      Wells    Wells       Nacatoch (N)    Depth Rights
---  ----------      ----     --------      -------      -----    -----       ------------    ------------

  <c>             <c>     <c>            <c>         <c>       <c>       <c>              <c>
1    Breithaupt      00142    0.7825000      139.34       18        0             N           All rights
2    Garvin, JA      00148    0.7825000       57.00       18        0             N           All rights to 2,000 ft.
3    Barry           00260    0.8150000      104.00       10        1             N           Base of the Woodbine- 3,200 ft.
4    Benton          00262    0.8150000      144.54        6        0             N           Base of the Woodbine- 3,200 ft.
5    Blackburn       00263    0.8150000      125.78       15        3             N           Base of the Pecan Gap
6    Bounds          01430    0.8450000       50.00        2        0             N           All rights to 2,000 ft.
7    Central         00265    0.8150000      322.70       45       19             N           Base of the Woodbine- 3,200 ft.
8    Dreeben         00269    0.7837500       87.50        5        1             N           Base of the Pecan Gap
9    Fleming A       01414    0.8150000      116.40        2        0             N           Base of the Woodbine- 3,200 ft.
10   Gibson          00274    0.8150000      337.00       49       14             N           Base of the Woodbine- 3,200 ft.
11   Gillette-Hill   00776    0.8033333      100.00       18        1             N           Base of the Woodbine- 3,200 ft.
12   Kerr I & II     00284    0.8150000      213.00       24       22             N           Base of the Pecan Gap
13   King A          00285    0.7603125      177.60       10        4             N           All rights to 2,000 ft.
14   King B          00286    0.7603125       10.00        4        4             N           Base of the Woodbine- 3,200 ft.
15   McKinney        00289    0.7525000      350.40       11        8             N           Base of the Woodbine- 3,200 ft.
16   Stout           00300    0.8150000      100.00        9        1             N           Base of the Woodbine- 3,200 ft.
17   Worthy          00295    0.8150000       67.66        9        5             N           Base of the Woodbine- 3,200 ft.
18   J.J.W&H. Wright 00309    0.8150000      109.42        5        3             N           Base of the Woodbine- 3,200 ft.
19   Wright A        00310    0.8150000       39.00        4        0             N           Base of the Woodbine- 3,200 ft.
21   Tatum :A"       00606    0.7200000       40.00        1        0             W           All rights
21   Ella Jackson    00089    0.8450000      488.40(2)     1        0             N           Base of the Pecan Gap
22   H. Pierce       01390    0.8450000      145.00       13        1             N           All rights to 2,000 ft.
23   Chapman C       01407    0.7700000      546.00       13        1             N           Base of the Pecan Gap
24   Cavender B      01690    0.8150000       25.00        7        4             N           Base of the Woodbine- 3,200 ft.
25   Pierce          01720    0.8150000      114.00       12        3             N           Base of the Woodbine- 3,200 ft.

     Totals                                 4009.74   311.00    96.00
                                            =======   ======    =====
</table>


                                       8

<page>

================================================================================

  ARMEN ENERGY, LLC




  Mr. Ted Kozub
  First Canadian American Financial Services, Inc.
  2nd Floor; 498 Ellis Street                        Re: Participation Agreement
  Penticton, K C. V2A 4M2                                Corsicana Field
  Canada                                                 Navarro County, Texas




  Gentlemen:

         This letter when  executed by all parties  shall produce an "Option" to
 enter into a formal agreement evidenced under the terms and conditions outlined
 below,  by which First Canadian  American  Financial  Services  ("FCAFS") shall
 participate  with Amen Energy,  LLC ("Armen") in the exploration and production
 of  Corsicana  Field.  This  option  shall begin when this  agreement  has been
 executed by all parties and expire 30 days from the date of execution.

         Armen Energy has heretofore  obtained from Spartan  General  Partners a
farmout of 1,000 acres of  held-by-production  leases (the  "Farmout")  with the
right to drill  and earn an  undivided  ninety  percent  (9O%)  interest  in the
Farmout  lands,  carrying  Spartan  for  a  10%  interest  in  each  well,  Upon
performance  of the terms set forth  below,  FCAFS shall earn an interest in the
Farmout leases.

              1. FCAFS  shall  tender  to  Armen  immediately  available  funds,
                 representing  land and  geological/geophysical  expenses in the
                 following manner.
                          A) $25.000.00 (Twenty-five thousand) upon execution of
                         this agreement.
                          B) $25,000,00 (Twenty-five  thousand) before
                             participating  in any well  beyond the  initial
                             test well.

             2. At such  time  when 100% of the  participating  interest  in the
                drilling  of the  initial  test  well is  placed,  Armen  or its
                designated   operator   shall  invoice  FCAFS  for  50%  of  the
                $150,000.00  estimated  total  cost to drill  and  complete  the
                initial  test well on the  Farmout.  FCAFS agrees to tender such
                payment  within  thirty (30) days from  receipt of the  invoice.
                Failure  to  timely  remit  such  payment  shall  result  in the
                forfeiture of all of FCAFS's rights under this Agreement and the
                forfeiture  of  the  $25,000   previously   paid  for  land  and
                geological/geophysical expenses.

            3. Upon Armen's  receipt of the assignment of the oil and gas leases
               to be earned as provided for in the  Farmout,  Armen shall assign
               to FCAFS an undivided 45%

                                       1

<page>


                        working interest in and to said leases, delivering a 37%
                        net revenue  interest in each lease,  thereby  reserving
                        unto Armen an overriding  royalty interest in each lease
                        equal to the difference  'between  current lease burdens
                        and the total 74%, proportionately reduced.

                    4. FCAFS shall own an  undivided  45%  interest in each well
                       drilled until Payout.  Payout is defined as that point in
                       time when the Value (as hereinafter  defined) of the oil,
                       gas and other hydrocarbons  produced,  saved and marketed
                       or taken from each well, equals the total cost of,

                        (a) drilling, testing, completing and equipping the well
                            into the tanks or gas gathering  lines;
                        (b) the cost of  operating the well up to the date of
                            Payout;
                        (c) severance, production  and/or mineral ad valorem
                            taxes measured by production and assessed on
                            production from the well;
                        (d) royalty to the lessors in the well; and
                        (e) the overriding  royalty reserved to Armen and all
                            other overriding royalty or other burdens created
                            by Armen or its predecessors in title.

                       Value shall be  determined  by the net proceeds  realized
                      from the sale of such production, or the fair market value
                      thereof at the  wellhead  if not sold but taken for use in
                      field  operation.  At Payout  of each  well,  Armen  shall
                      back-in for and own a five percent  (5%) working  Interest
                      in such paid-out well,  proportionately reduced to FCAFS's
                      initial interest in such well. At each well Payout,  FCAFS
                      shall execute and deliver  assignments to Armen sufficient
                      to vest Armen with its back-in working
                       interest.

                   5. Prior to spudding the first well on the Farmout, Armen and
                      1;CAFS shall enter into a mutually  acceptable  -Operating
                      Agreement  based on the AAPL 610-1989 form,  naming Armen,
                      or its designee, as Operator.

                   6. Should Armen propose the drilling of a well on the Farmout
                      lands  and FCAFS  elects to not drill the well,  then upon
                      spudding of the well,  FCAFS shall  assign to Armen all of
                      FCAFS's  interest  in the leases  covering  and  affecting
                      eighty (80) acres around the proposed well location.  Said
                      80 acres shall be formed as near as practical in the shape
                      of a square with the proposed  well location at the center
                      of the square,  At such time when the well  achieves  400%
                      Payout,  FCAFS shall back-in for a 40.5% working  interest
                      in the  wellbore.  Such back-in at 400% Payout shall apply
                      to any and all wells drilled within said 80 acres,

                 7.  FCAFS shall not assign its rights to this Agreement without
                      the prior written consent of Armen.

                  8.  Should  FCAFS  desire  to  sell  all  or any  part  of its
                      interests  earned under or wells drilled  pursuant to axis
                      Agreement,  it snail  promptly give written  notice to the
                      Armen,  with  full  information  concerning  its  proposed
                      disposition,  which shall  include the name and address of
                      the prospective transferee (who' must be ready,

                                       2

<page>
                    willing and able to purchase),  the purchase  price, a legal
                   description  sufficient  to identify  the  property,  and all
                   other  terms of the offer.  Armen shall then have an optional
                   prior  right,  for a period of  fifteen  (15) days  after the
                   notice is delivered, to purchase for the stated consideration
                   on the same terms and  conditions  the  interest  which FCAFS
                   proposes to sell.  However,  there  shall be no  preferential
                   right to  purchase  in those  cases  where  FCAFS  wishes  to
                   mortgage its interests, or to transfer title to its interests
                   to its mortgagee in lieu of or pursuant to  foreclosure  of a
                   mortgage of its interests,  or to dispose of its interests by
                   merger, reorganization,  consolidation, or by transfer of its
                   interests  to  a  subsidiary  or  parent   company  or  to  a
                   subsidiary of a parent  company,  or to any company ins which
                   such party owns a majority of the stock.

               9. Should there be any conflict between the terms of this
                  Agreement and the terms of ' the Operating Agreement to be
                  entered into as set forth in paragraph 5. above, the terms and
                  conditions of this Agreement shall prevail,


 If the foregoing  adequately  sets out your  understanding  of our agreement,
 please indicate so by signing in the space provided for below and returning one
 copy of this letter so executed to the f undersigned.


                                   Sincerely,

                                 Jerry D. Witte
                                    President


Agreed to and Accepted this 2nd day of February, 2004.


First Canadian American Financial Services, Inc.               Armen Energy, LLC
By:                                                            By:
Name:                                                          Name:
Title:                                                         Title:

                                       3

<page>


                                  EXHIBIT "A"


                       Attached to and made a part of that
                           Oil and Gas Division Order
                       by and between Rife Oil Properties
                        and American Stellar Energy, Inc.

                                   Well Name:
                                   ----------
                                  McKinney I-B
                                  McKinney 2-13
                                  Blackburn 1-C
                              NAVARRO COUNTY, TEXAS


Lease                                              McKinney         Blackburn
                                                   ----------------------------
Lease #                                              00289          00263
N et Revenue                                         0.752500       0.815000

Rife Wl before completion                            0.000000       0.000000
Rife WI after completion                             0.100000       0.100000
Rife NRI                                             0.075250       0.081500

Amer. Stellar WI before completion                   0.500000       0.500000
Amer. Stellar WI after completion                    0.450000       0.450000
Amer. Stellar NRI                                    0.333000       0.333000

KoKo WI before completion                            0.500000       0.500000
KoKo Wl after completion                             0.450000       0.450000
KoKo NRI                                             0.333000       0.333000
                                                   ----------------------------
Jerry Witte NRI                                      0.005625       0.033750

Biscan NRI                                           0.005625       0.033750

         total revenue                               0.752500       0.815000


================================================================================




                                REO Energy, Ltd.


                5416 BIRCHMAN AVENUE -FORT WORTH, TEXAS 76107 USA
                       Tel(817)732-8739 Fax (817)732.8762



September 20, 2005

Koko Petroleum, Inc.
P.O. Box 929
Penticton, BC V2A 6J9
Canada.

Re:  Boyd #1
     Barnett Shale Prospect Cooks County, Texas

Dear Ted:

This letter will serve as a submittal to you of a working  interest in the above
captioned  prospect subject to drilling of the above described well. REF Energy,
Ltd.  proposes a test well on the  above-described  lease to a maximum  depth of
8800 feet or of  sufficient  depth to test the Barnett   Shale  Formation.  This
lease contains  approximately 40 acres and is burdened by a total of 25% royalty
and overriding royalty interest.

You agree to pay $140,000 (One Hundred Forty Thousand  Dollars) for an undivided
10.0% working interest in the prospect, equal to a 7.5 % net revenue interest.

You  understand  that this is a limited  turnkey  prospect  through  the  tanks.
"Limited  Turnkey  Prospect"  shall mean that your payment shall cover all costs
associated  with the lease through  completion of the well and delivery  through
the tanks; provided, however, if REO ENERGY, LTD., and/or Operator encounter any
circumstance(s)  on the lease,  prior to delivery through the tanks, which would
cause a  reasonable  and prudent  operator to cease  operations  and abandon the
well,  then and in that event REO ENERGY,  LTD.,  and/or Operator shall have the
absolute right, without  Non-Operator's consent, to cease operations and abandon
the well, return to Non-Operator the Portion of Non-Operator's payment which was
not, as of the date of abandonment,  expended plus  Non-Operator's  share of the
reasonable  value of all  salvageable  equipment on the lease,  if any. Upon the
receipt  of such  payment,  Non-Operator  shall be deemed to have  released  REO
ENERGY,   LTD.  and  Operator   from  any  and  all  further   obligations   and
responsibilities  arising out of or associated with this Agreement and the other
agreements referred to herein.

Upon completion of this well as a commercial producer, we agree to assign to you
an  undivided  10.0 %  working  interest  in and to the lease  subject  to your
pro-rata  share of the royalty and  overriding royalty interest equal to a 7.5%
net revenue interest.

By execution of this  participation  letter,  you understand and agree that Rife
Energy  Operating,  Inc.  will be the  operator  of  record,  and its  standard
operating  agreement  will then  become  effective  and  govern  the  day-to-day
operations.


<page>

After completion of this well as a commercial producer, REO Energy, Ltd.   will
begin to evaluate the drilling of additional wells on adjoining acreage held by
REO Energy, Ltd. Should REO Energy, Ltd. determine that additional wells should
be drilled, you will have the right to participate for up to a 10.0%   working
interest on a turnkey basis with the cost to be   determined by current market
conditions at the time the well is to be spurred.


                                     TITLE


REO Energy, Ltd. has employed attorneys to review the title to the concerned
lease. (It being understood, however, that all the burdens on the lease set
forth and described in Exhibit "A" may not be of record or have been disclosed
to such attorneys employed by REO Energy, Ltd. The fact that such are not set
forth in said title opinions shall not prevent or be any basis for claiming that
the assignment of an interest to you shall not be subject to such burdens if
such burdens are not disclosed in Exhibit "A". REO Energy, Ltd. presently
believes such title is sufficiently clear for drilling operations to begin. REO
Energy, Ltd. does not, however, make any warranty either expressed or implied,
of such title (nor will any warranty be made in any assignment to you) other
than that (A) REO Energy, Ltd. has not executed and will not execute without
your consent, any documents for the purpose of creating burdens on the working
interest to be assigned to you pursuant to this letter agreement in excess of
those indicated or contemplated herein or in the attached Exhibits including the
operating agreement, (B) any burdens on the working interest or faults in title
existing at the time of the assignment to you of your interest in the lease will
be borne by REO Energy, Ltd. in a proportion at least equal to the proportion
which the share. of the working interest retained by REO Energy, Ltd. bears to
the entire (8/8) working interest, and (C) REO ENERGY, LTD. has neither
encumbered nor assigned to any other party the undivided interest it is agreeing
to assign to you thereunder.

                    YOUR REPRESENTATIONS TO RTE ENERGY, LTD.

REO ENERGY, LTD. understands from you or your representative, the following:

     (A)  You are financially sophisticated in business and oil and gas drilling
          ventures;

     (B)  You understand that although we all hope to make money from this
          matter, this, as with any oil and gas drilling venture, is a very
          high risk undertaking and all of your investment (including your
          contribution for completion expenses) may very likely be lost or else
          never recovered in its entirety and no representations to the contrary
          have been made to you or your representatives by REO Energy, Ltd. or
          its representatives;

     (C)  You have your own tax counsel and recognize that REO Energy, Ltd.
          makes no representation of warranty of any kind of the proper tax
          treatment of your expenditures for. this matter;

     (D)  You and REO Energy, Ltd. ate not herein agreeing and have nor, in any
          way, agreed to be partners or trustees for the other in regard to the
          venture and matters herein set forth;

     (E)  You understand that this matter is not being registered with either
          the SEC or under the Blue Sky Laws of any state;

<page>


     (F)  You have performed your own investigation, to the extent you believe
          necessary, of this matter; and

     (G)  This agreement represents the entire agreement  between you and REO
          Energy, Ltd. and sets out all inducements or representations made by
          either patty hereto to the other party hereto in regard and to this
          agreement.

Your execution of this letter agreement shall be deemed to indicate the warranty
that all of the foregoing statements (A) through (G) are true, correct and you
agree to them and the entire letter agreement.


          Yours truly,


          REO Energy, Ltd.




         Joe Bill Bennett Manager




Agreed to and accepted this 22nd day of September, 2005, for a 10.0 % working
interest equal to a 7.5 % net revenue interest at a total cost of $140,000
through the tanks in the Boyd #1 well.



          Koko Petroleum, Inc.
          --------------------        ----------------------------------------
          Company Name                Social Security No. or Fed. Tax I.D. No.


          P.O. Box 929
          ------------                ----------------------------------------
          Address                     Signature


          Penticton, BC V2A 6J9
          ---------------------       ----------------------------------------
          City, State, Zip            Printed Name and Title

          Canada
          ---------------------
          Country


<page>


                            AUTHORITY FOR EXPENDITURE
<table>
<caption>
---------------------------------------------------------------------------------------------------------
 XX Exploration           Development                                  AFE NO:  152
----                  ---                                              W.O. NO.: BOYD #1
                                                                       DATE:              8/25/2005

Projected Depth:               8800'                          Well No.:  1
Prospect:                  Barnett Shale                      County:  Cooke
Date Work Must Commence:      9/25/05                         Date Completed:
Lease:                        Boyd
Location:                                                     State:   Texas
Description of work:  Now Drilling Project
                                                                                      TURNKEY AFE
---------------------------------------------------------------------------------------------------------

                                      SUMMARY OF AFE COSTS
TANGIBLE LEASEHOLD COST

Land and Legal                                                                   8/8 Cost   YOUR SHARE
---------------------------------------------------------------------------------------------------------
     
              <c>                                                       <c>         <c>
     101              Leases:                    40 acres @ $750 /acre           30,000       3,000
     102              Titles:                                                     1,500         150
     103              Permits:                                                    1,100         110
     104              Surveys:                                                    1,800         180
     105              Damages:                                                    5,000         500
     106              Insurance:                                                  2,500         250
     107              Geological Prospect Fee:                                   50,000       5,000
---------------------------------------------------------------------------------------------------------
Total Leasehold Cost:                                                            91,900       9,190


INTANGIBLE DRILLING COST

Drilling 0perations
---------------------------------------------------------------------------------------------------------
     201              Site Construction & Roadway:                               30,000        3,000
     202              Contract Drilling Footage:  8800 feet @     /ft.                -            -
     205              Contract Drilling Daywork:  27 days   @  $ 15,000 /day    405,000       40,500
     206              Mob-Demob:                                                 30,000        3,000
     207              Geologist:                                                  3,000          300
     208              Cementing services, surface casing:                         8,600          860
     209              Mud and chemicals:                                         18,000        1,800
     211              Drilling rental tools:                                          -            -
     212              Drill stem testing:         test @                              -            -
     213              Coring/core analysis and engineering                            -            -
     214              Electric logging and surveys:                              18,500        1,850
     215              Mud logging:  15 days@  $ 880/day                          13,200        1,320
     216              Drilling water:                                             2,000          200
     217              Hauling:                                                    2,500          250
     218              Direction drilling:                                             -            -
     219              Welding:                                                    3,000          300
     220              Gyro Survey:                                                    -            -
     221              Supervision:                                                7,500          750
     222              Communications: Cell Phones                                     -            -
     223              Misc. third party services:                                 1,500          150
     224              Rentals surface:                                            2,500          250
     225              General Adminsitrative:                                     7,500          750
     226              Casing crews surface:                                       3,000          300
     230              Cellar/Rat Hole                                             1,500          150
     231              Contingencies                                              16,000        1,600
---------------------------------------------------------------------------------------------------------
Total Intangible Drilling Cost:                                              $  573,300       57,330
</table>
                                  Page 1 of 3

<page>


                        SUMMARY OF AFE COSTS (continued)



TANGIBLE DRILLING COST


<table>
<caption>
Casing                                                                          8/8 Cost   YOUR SHARE
---------------------------------------------------------------------------------------------------------
     
              <c>                                                       <c>         <c>
     401              Conductor:          feet @                                                   -
     402              Surface Casing: 800 feet @ $ 19.25 /ft.                    15,400        1,540
     403              Intermediate Caslng: feet @                                                  -
     404              Prod. Casing:   8800 feet @ $15.80/ft.                    139,040       13,904
     405              Drilling Liner:       feet @                                    -            -
     406              Float EQPT & Centralizes:                                   3,000          300
     407              Wellhead assembly:                                          4,000          400
     408              Contingencies                                               4,800          480
---------------------------------------------------------------------------------------------------------
TOTAL TANGIBLE DRILLING COST:                                                $  166,420       16,624


INTANGIBLE COMPLETION

Completion Operations
---------------------------------------------------------------------------------------------------------
     301              Completion unit: 6 days @ $ 3,000 /day                     18,000        1,800
     302              Completion rental tools:                                   15,000        1,500
     303              Cementlng production casing:         sacks                 16,000        1,600
     304              Casing crews production casing:                             9,700          970
     305              Supervision:                                                7,500          750
     306              Trucking:                                                       -            -
     307              Perforation Services:                                      38,000        3,800
     308              Fracturing:               (3) stage                       260,000       26,000
     309              Acidizing:                                                 20,000        2,000
     310              Fray Water and Transfer Svc                                25,000        2,500
     312              Misc. Third Party Services:                                 2,000          200
     315              General Administrative                                      7,500          750
     316              Prod. Instal. labor                                        10,000        1,000
     317              Completion Rental Equipment                                 4,000          400
     318              Flowback Labor                                              4,800          480
     319              Frac Tank Rental                                           10,800        1,080
     320              Water Hauling                                               5,000          500
     321              Contingencies                                              13,350        1,335
--------------------------------------------------------------------------------------------------------
TOTAL INTANGIBLE COMPLETION COST:                                           $   466,650       46,665


TANGIBLE COMPLETION COST:
--------------------------------------------------------------------------------------------------------
     501              Completion liner         feet @      /ft.                       -            -
     502              Tubing:           8800 feet @ $ 4.20 /ft.                  36,960        3,696
     503              Rods:                  feet @        /ft.                       -            -
     504              Well Head (X-Tree):                                        11,100        1,110
     505              Surface Pumping Equipment:                                      -            -
     506              Pumping  downhole:                                              -            -
     507              Packers:                                                        -            -
     508              Production Equipment:                                       5,000          500
     509              Separator and Line Healer:                                  8,000          800
     510              Meter Run:                                                      -            -
     511              Storage Tanks:       (2) 330 bbl tanks                     14,750        1,475
     512              Prod. Install, Valves and piping:                          11,500        1,150
     513              Safety Equipment                                            2,500          250
     514              Misc. Materials                                             1,000          100
     515              Water Disposal Equipment: (1) 300 bbl FG Tank w/walkway     8,150          815
     516              Contingencies                                               2,950          295
--------------------------------------------------------------------------------------------------------
TOTAL TANGIBLE COMPLETION COST:                                            $    101,910       10,191

</table>


                                  Page 2 of 3

<page>



                        SUMMARY OF AFE COSTS (continued)
                        --------------------------------


<table>
<caption>
                                                                            8/8 COST            Your Share
          ---------------------------------------------------------------------------------------------------
          
                                                            <c>                    <c>
          TOTAL LEASEHOLD COST:                                          $      91,900              9,190
          ---------------------------------------------------------------------------------------------------

          TOTAL DRILLING INTANGIBLE COST:                                $     573,300             57,330
          ---------------------------------------------------------------------------------------------------

          TOTAL DRILLING TANGIBLE COST:                                  $     168,240             16,624
          ---------------------------------------------------------------------------------------------------


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

         TOTAL DRILLING COST:                                            $    831.4401             83,144
         ----------------------------------------------------------------------------------------------------

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

         TOTAL DRYHOLE COST:                                             $    857,1401            85,7141
         ----------------------------------------------------------------------------------------------------

         TOTAL INTANGIBLE COMPLETION COST:                               $     466,650             46,665
         ----------------------------------------------------------------------------------------------------

         TOTAL TANGIBLE COMPLETION COST:                                 $     101,910             10,191
         ----------------------------------------------------------------------------------------------------
         TOTAL COMPLETION COST:                                          $     568,560            56,8561
         ----------------------------------------------------------------------------------------------------

         TOTAL INTANGIBLE COST:                                          $   1,039,950            103,995
         ----------------------------------------------------------------------------------------------------

         .TOTAL TANGIBLE COST:                                           $     360,050             36,005
         ----------------------------------------------------------------------------------------------------

         ----------------------------------------------------------------------------------------------------
         TOTAL PROJECT COST:                                             $   1,400,000            140,000
         ----------------------------------------------------------------------------------------------------



         NON OPERATOR APPROVAL:                        OPERATOR APPROVAL:
         ---------------------------------------------------------------------------------------


         Date:       9/20/2005                         Date:   9120/2005
         ---------------------------------------------------------------------------------------

                                                       AFE #:  152
         AFE #:      152
         ---------------------------------------------------------------------------------------


         Non-Oper: KOKO PETROLEUM                      Oper:   Rife Energy Operating, Inc.
         ---------------------------------------------------------------------------------------

                                                               Joe Bill Bennett, President
         By:                                           By:
         ---------------------------------------------------------------------------------------
                     Signature, Title

         Non-operator's interest:               10.0%
         ---------------------------------------------------------------------------------------
</table>