Filed by sedaredgar.com - Doral Energy Corp. - Exhibit 10.1






PURCHASE AND SALE AGREEMENT 
(of Oil and Gas
Properties and Related Assets) 

	Seller: 	Blugrass Energy Inc.

	  	7609 Ralston Road 
	  	Arvada, Colorado 80002
  
	  	  
	Buyer: 	Doral West Corp., a subsidiary
      of Doral Energy Corp. 
	  	415 W. Wall Street, Suite
      500 
	  	Midland, Texas 79701
  


            Seller
and Buyer, named above, are entering into this Purchase and Sale Agreement (the
"Agreement"), as evidence of Seller's agreement to sell, and Buyer's agreement
to buy the properties described in and subject to this Agreement. 

           In
consideration of the mutual covenants, conditions and considerations provided
below, Buyer and Seller agree as follows: 

1.        The Properties.
Seller shall assign and convey to Buyer forty percent (40%) of Seller's
interest in and to the following, all of which are collectively referred to in
this Agreement as (the "Properties"): 

             
a.        All of Seller's rights, title and
interests (of whatever kind or character, whether legal or equitable, and
whether vested or contingent) in and to the oil, gas and other minerals in and
under and that may be produced from the lands described in Exhibit "A"
including, without limitation, interests in oil, gas and/or mineral leases
covering any part of the lands, overriding royalty interests, production
payments, and net profits interests in any part of the lands or leases, fee
royalty interests, fee mineral interests, and other interests in oil, gas and
other minerals in any part of the lands, whether the lands are described in any
of the descriptions set out in Exhibit "A" or by reference to another instrument
for description, even though the Seller's interests may be incorrectly described
in, or omitted from, Exhibit "A"; 

             
b.        All right, title, and interests of
Seller in all presently existing and valid oil, gas and/or mineral unitization,
pooling, and/or communitization agreements, declarations, and/or orders and the
properties covered or included in the units (including, without limitation,
units formed under orders, rules, regulations, or other official acts of any
federal, state or other authority having jurisdiction, voluntary unitization
agreements, designations, and/or declarations, and any "working interest units"
(created under operating agreements or otherwise) which relate to any of the
Properties described in subparagraph a. above; 

             
c.        All rights, title and interests of
Seller in all presently existing and valid production sales (and sales related)
contracts, operating agreements, and other agreements and contracts which relate
to any of the Properties described in subparagraphs 




a. and b. above, or which relate to the exploration,
development, operation, or maintenance of the Properties or the treatment,
storage, transportation, or marketing of production from or allocated to the
Properties; and, 

             
d.        All rights, title and interests of
Seller in and to all materials, supplies, machinery, equipment, improvements,
and other personal property and fixtures (including, but not limited to the
Properties, all wells, wellhead equipment, pumping units, flow lines, tanks,
buildings, injection facilities, salt water disposal facilities, compression
facilities, gathering systems, and other equipment), all easements,
rights-of-way, surface leases, and other surface rights, all permits and
licenses, and all other appurtenances, used or held for use in connection with
or related to the exploration, development, operation, or maintenance of any of
the Properties described in subparagraphs a. and b. above, or the treatment,
storage, transportation, or marketing of production from or allocated to the
Properties. 

2.        Consideration.
Buyer shall pay to Seller at Closing the sum of $ 10.00 (“Purchase Price”). 

           
2.1.        Additionally, as consideration
and a part of the Purchase Price, Buyer agrees to provide Seller the following:


                           
2.1.1.        Buyer shall grant Seller access
to proprietary geological and engineering data on Buyer’s oil and gas lease
adjacent to the Properties. Buyer has previously expended substantial time and
capital in the acquisition of such data. 

                           
2.1.2        Buyer shall be responsible for
compiling all geological and engineering data necessary to prepare the initial
independent third-party engineering evaluation and reserve report by Russell K.
Hall and Associates of Midland, Texas, within one (1) year of the date of
Closing. Buyer shall be responsible for all of the costs of this initial
third-party engineering reserve report. The cost of any subsequent third-party
engineering reserve reports shall be the responsibility of Buyer and Seller,
proportionately. 

                           
2.1.3.        Buyer will be responsible for
all of the preparation and cost associated with acquiring legal Title Opinions
on the Properties within six (6) months following Closing. Buyer is aware that
Seller acquired its interest via an All Rights, Title and Interest conveyance
from Robin Hood LLC, of Hobbs, New Mexico. Costs of any curative work undertaken
to clarify, ratify or satisfy any Title Opinion covering the Properties shall be
the responsibility of Buyer and Seller, proportionately. 

                           
2.1.4.        Upon Closing, Buyer will be
assigned Operatorship of the Properties by Seller. Buyer and Seller agree to
enter into a mutually agreeable Joint Operating Agreement (“JOA”). Under the
terms and provisions of such JOA, Buyer, as Operator, shall exempt Seller from
paying monthly producing well overhead charges normally payable to Buyer, as
Operator, under Exhibit “C”, Section III, Sub-Section 1. A. 




(1) under the JOA in the operation of the Properties. This
exemption shall extend only to Seller, not to Seller’s successors or assigns.


                           
2.1.5. Buyer, as Operator, will obtain all appropriate insurance and bonds in
order to comply with State and Federal regulations. Buyer represents that it is
currently a registered oil and gas operator within the state of New Mexico and
in good standing with New Mexico OCD. 

             
2.2.        Additionally, and in exchange for
the Purchase Price and consideration received by Seller, Seller agrees to
provide Buyer the following: 

                           
2.2.1.        Seller shall be responsible for
payment of all expenses attributable to the Properties prior to the Effective
Date, and for the first $200,000.00 of costs incurred by the Buyer in the
initial start-up well repair jobs, well workovers, and facilities repairs on the
Properties following the Effective Date. Buyer and Seller shall both be
responsible for payment of their proportionate share of all well repair job,
well workover, and facility repair expenses attributable to the Properties over
and above the expenditure of this initial $200,000.00 after the Effective Date.


                           
2.2.2.        Seller grants to the Buyer a
First right of refusal in the event the Seller wishes to dispose it interest.
The Buyer has agreed to purchase the remaining interest of the Seller in the
event the Seller wishes to sell its remaining interest of 60% for the price of
$2,000,000.00 or $40,000.00 per producing net barrel of oil equivalent per day
(“BOEPD”), but not less than $2,000,000.00 if the net production rate at the
time of the sale is less than or equal to 49.9 BOEPD. The period shall be
twenty-four (24) months following Closing and include all of Seller’s interest
in the Properties. 

3.        Closing. The sale
and purchase of the Properties (the "Closing") shall be on October 28, 2009 at
Buyer's offices in Midland, Texas, or such other place as Buyer and Seller shall
mutually agree. At the date of Closing (the "Closing Date"), Seller shall
deliver to Buyer executed instruments of conveyance of the Properties in form
similar to those attached as Exhibit "B" and Buyer shall deliver to Seller the
Purchase Price provided in Section 2. 

4.        Conveyance
Effective Date, Proration of Production Expenses and Operation of Properties
prior to Closing. The conveyance by Seller shall be effective as of 7 a.m. local
time, where the Properties are located, on October 12, 2009 (the "Effective
Date"). All production from the Properties and all proceeds from the sale of
production prior to the Effective Date shall be the property of Seller. 

5.        Taxes. Seller
shall be responsible for all taxes relating to the Properties prior to the
Effective Date. Buyer shall be responsible for its proportionate share of all
taxes (exclusive of federal, state or local income taxes due by Seller) relating
to the Property from and after the Effective Date. 




6.        Indemnity. Seller
shall indemnify and hold Buyer, its directors, officers, employees, and agents
harmless from and against any and all liability, liens, demands, judgments,
suits, and claims of any kind or character arising out of, in connection with,
or resulting from Seller's ownership of the Properties, for all periods prior to
the Effective Date. Seller shall remain responsible for all claims relating to
the drilling, operating, production, and sale of hydrocarbons from the
Properties and the proper accounting and payment to parties for their interests
and any retroactive payments, refunds, or penalties to any party or entity,
insofar as any claims relate to periods of time prior to the Effective Date.

          
  Buyer and Seller shall have the right to participate in the defense of any suit
  in which one of them may be a party without relieving the other party of the
  obligation to defend the suit. 

7.        Representations
and Warranties of Seller. Seller represents and warrants to Buyer as follows:


             
7.1.        Organization. Seller is a
corporation duly organized, validly existing, and in good standing under the
laws of the State of Nevada. Seller is qualified to do business in and is in
good standing under the laws of each state in which the Properties are located.


             
7.2.        Authority and Conflicts. Seller
has full corporate power and authority to carry on its business as presently
conducted, to enter into this Agreement, and to perform its obligations under
this Agreement. The execution and delivery of this Agreement by Seller does not,
and the consummation of the transactions contemplated by this Agreement shall
not: (a) violate, conflict with, or require the consent of any person or entity
under any provision of Seller's Articles of Incorporation or bylaws or other
governing documents; (b) conflict with, result in a breach of, constitute a
default (or an event that with the lapse of time or notice or both would
constitute a default) or require any consent, authorization, or approval under
any agreement or instrument to which Seller is a party or to which any of the
Properties or Seller is bound, except as disclosed in Exhibit "A"; (c) violate
any provision of or require any consent, authorization, or approval under any
judgment, decree, judicial or administrative order, award, writ, injunction,
statute, rule, or regulation applicable to Seller; or, (d) result in the
creation of any lien, charge, or encumbrance on any of the Properties. 

             
7.3.        Authorization. The execution and
delivery of this Agreement has been, and the performance of this Agreement and
the transactions contemplated by this Agreement shall be at the time required to
be performed, duly and validly authorized by all requisite corporate action on
the part of Seller. 

             
7.4.        Enforceability. This Agreement
has been duly executed and delivered on behalf of Seller and constitutes the
legal and binding obligation of Seller enforceable in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy,
reorganization, or moratorium statues, equitable principles, or other similar
laws affecting the rights of creditors generally ("Equitable Limitations"). At
Closing, all 




documents and instruments required to be executed and delivered
by Seller shall be duly executed and delivered and shall constitute legal,
valid, enforceable, and binding obligations of Seller, except as enforceability
may be limited by Equitable Limitations. 

             
7.5          Title. 

                           
7.5.1. Seller has Marketable title to the Property. For the purposes of this
Agreement, "Marketable Title" means such title will enable Buyer, as Seller's
successor in title, to receive from each of the Properties at least forty
percent (40%) of the Seller’s "Net Revenue Interest" for the Wells identified on
Exhibit "A" associated with each of the Properties, without reduction,
suspension, or termination throughout the productive life of the Wells, except
for any reduction, suspension, or termination: (a) caused by Buyer, any of its
affiliates successors in title or assigns; (b) caused by orders of the
appropriate regulatory agency having jurisdiction over a Property that are
promulgated after the Effective Date and that concern pooling, unitization,
communitization, or spacing matters affecting a Property; (c) caused by any
Contract containing a sliding-scale royalty clause or other similar clause with
respect to a production burden associated with a particular Property.
"Marketable Title" also means title as will obligate Buyer, as Seller's
successor in title, to bear no greater "Working Interest" than the forty percent
(40%) of Seller’s Working Interest for each of the Wells as identified on
Exhibit "A" as being associated with each of the Properties, without increase
throughout the productive life of the Wells, except for any increase: (a) caused
by Buyer, any of its affiliates, successors in title or assigns; (b) that also
results in the Net Revenue Interest associated with the Well being
proportionately increased; (c) caused by contribution requirements provided for
under provisions similar to those contained in A.A.P.L. Form 610-1989 Model Form
Operating Agreement; (d) caused by orders of the appropriate regulatory agency
having jurisdiction over a Property that are promulgated after the Effective
Date and that concern pooling, unitization, communitization, or spacing matters
affecting a particular Property. "Marketable Title" means the Properties are
free and clear of all encumbrances, liens, claims, easements, rights,
agreements, instruments, obligations, burdens, or defects (collectively the
"Liens"), except for Permitted Encumbrances. 

                           
7.5.2. For the purposes of this Agreement, "Permitted Encumbrances" means: (a)
liens for taxes not yet delinquent; (b) lessor's royalties, overriding
royalties, reversionary interests, and similar burdens that do not operate to
reduce the Net Revenue Interest of Seller in any of the Properties to less than
the amount set forth on Exhibit "A"; (c) any contracts and agreements, as
disclosed herein or attached hereto, which do not operate to increase the
Working Interest of Seller or decrease the Net Revenue Interest of Seller, as
set forth on Exhibit "A," for any of the Properties; (d) Seller’s obligation of
$450,000.00 to Robin Hood LLC incurred in the acquisition of the Properties.


                                         
7.5.2.1. Seller warrants that it has sufficient funds to satisfy the obligations
set forth in the Purchase and Sale Agreement (“Robin Hood PSA”) between itself
and Robin Hood LLC covering the Properties. A copy of the executed Robin Hood
PSA is attached hereto as Exhibit “C.” Should Seller discover or realize that it
can not fulfill any payment obligation set forth in the Robin Hood PSA, Seller
shall notify Buyer 




not later than fifteen (15) days prior to the date upon which
the obligation is due. Should Seller be unable or unwilling to make any
installment payment under the terms of the Robin Hood PSA, Buyer may, at its
option, make such installment payment under the terms of the Robin Hood PSA.
Should Buyer pay an installment under the Robin Hood PSA in place of Seller,
Seller shall execute and present to Buyer an effective and recordable Assignment
of fifteen percent (15%) of Seller’s interests in the Properties to Buyer. Each
and every payment of Buyer to Robin Hood LLC under the terms of the Robin Hood
PSA shall obligate Seller to execute an effective and recordable Assignment of
fifteen percent (15%) of Seller’s interests in the Properties to Buyer.

                           
7.5.3. Seller has good and defensible title, subject to the Permitted
Encumbrances, to all of the Properties. 

             
7.6.        Transferability of Existing
Contracts. Seller covenants and agrees that all contracts, agreements,
undertakings (whether written or oral), and instruments that are necessary,
convenient or beneficial for the operation of the Properties, constitute a part
of the Properties and shall be transferred to Buyer, as Operator, upon Closing.


             
7.7        Litigation and Claims. No claim,
demand, filing, cause of action, administrative proceeding, lawsuit, or other
litigation is pending, or to the best knowledge of Seller, threatened, that
could now or later adversely affect the ownership or operation of any of the
Properties, other than proceedings relating to the industry generally and to
which Seller is not a named party. No written or oral notice from any
governmental agency or any other person has been received by Seller: (a)
claiming any violation or repudiation of all or any part of the Properties or
any violation of any law or any environmental, conservation or other ordinance,
code, rule or regulation; or, (b) require or calling attention to the need for
any work, repairs, construction, alterations, or installations on or in
connection with the Properties, with which Seller has not complied. 

             
7.8.        Approvals and Preferential
Rights. All consents and approvals necessary to effectuate a complete transfer
of the Properties under this Agreement, without any material adverse effect to
the Properties, have been obtained by Seller prior to Closing. Should Seller
fail to obtain all necessary consents and approvals, Seller shall make a
complete and accurate list of all approvals required to be obtained by Seller
for the assignment of the Properties to Buyer and attach such list to this
Agreement as an Exhibit. No preferential purchase rights that, except those
granted by Seller to Buyer, affect the Properties. 

             
7.9.        Operation of Properties by Seller
Prior to Closing and Compliance with Law and Permits. Seller warrants that the
Properties have been, and will be, operated in the normal course of business and
consistent with industry standards and the practices of previous operators for
all periods of time up to and including Closing. The Properties have been
operated in compliance with the provision and requirements of the applicable oil
and gas leases, and all laws, orders, regulations, rules, and ordinances issued
or promulgated by all governmental authorities having jurisdiction with respect
to the Properties. All necessary governmental certificates, consents, permits,
licenses, or other 




authorizations with regard to the ownership or operation of the
Properties have been obtained and no violations exist or have been recorded in
respect of such licenses, permits or authorizations. None of the documents and
materials filed with or furnished to any governmental authority with respect to
the Properties contains any untrue statement of a material fact or omits any
statement of a material fact necessary to make the statement not misleading.


             
7.10. Status of Contracts. All of the Contracts and other obligations of Seller
relating to the Properties are in full force and effect. To the knowledge of
Seller, no other party to the Contracts is in breach of or default, or with the
lapse of time or the giving of notice, or both, would be in breach or default,
with respect to any of its obligations to the extent that any breaches or
defaults have an adverse impact on any of the Properties; has given or
threatened to give notice of any default under or inquiry into any possible
default under, or action to alter, terminate, rescind, or procure a judicial
reformation of any Contract; and, Seller does not anticipate any other party to
a Contract will be in breach of or default under or repudiate any of its
obligations to the extent such breach or default will have an adverse impact on
any of the Properties. 

             
7.11. Production Burdens, Taxes, Expenses and Revenues. All rentals, royalties,
excess royalty, overriding royalty interests, and other payments due under or
with respect to the Properties have been properly and timely paid. All ad
valorem, property, production, severance, and other taxes based on or measured
by the ownership of the Properties or the production from the Properties have
been properly and timely paid. All expenses payable under the terms of the
contracts in force have been properly and timely paid except for expenses
currently paid, prior to delinquency, in the ordinary course of business. All
proceeds from the sale of production are being properly and timely paid to
Seller by the purchasers of production, without suspense. 

             
7.12. Pricing. The prices being received for production do not violate any
contract, law or regulation. Where applicable, all of the wells and production
from the wells have been properly classified under appropriate governmental
regulations. 

             
7.13. Production Balances. No purchasers under any production sales contracts
are entitled to "makeup" or otherwise receive deliveries of oil or gas at any
time after the Effective Date without paying, at such time, the full contract
price for oil or gas. No person is entitled to receive any portion of the
interest of Seller in any oil or gas, or to receive cash or other payments to
"balance" any disproportionate allocation of oil or gas under any operating
agreement, gas balancing and storage agreement, gas processing or dehydration
agreement, or other similar agreements. 

             
7.14. Adverse Changes. Since October 15, 2009 the Properties, viewed as a whole,
have not experienced any material reduction in the rate of production, other
than changes in the ordinary course of operations, changes that result from
depletion in the ordinary course of operations, and changes that result from
variances in markets for oil and gas production. None of the Properties have
suffered any material destruction, damage or loss. 




             
7.15. Well Status. There are no Wells located on the Properties that: (a) Seller
is currently obligated by law or contract to plug and abandon; (b) Seller will
not be obligated by law or contract to plug or abandon with the lapse of time or
notice or both because the Well is not currently capable of producing in
commercial quantities; (c) are subject to exceptions to a requirement to plug
and abandon issued by a regulatory authority having jurisdiction over the
Properties; or, (d) to the best knowledge of Seller, have been plugged and
abandoned but have not been plugged in accordance with all applicable
requirements of each regulatory authority having jurisdiction over the
Properties. 

            7.16
Future Plugging Obligation of Seller. Any Well located on the Property ordered
to be plugged by law, rule, regulation, agreement, order or contract within six
(6) months of the Effective Date of this Agreement shall be properly plugged by
Seller at Seller’s sole cost and expense. Any wells plugged by Seller following
the Effective date of this Agreement will be properly plugged in accordance with
all applicable requirements of each regulatory authority having jurisdiction
over the Properties. 

             
7.17. Equipment. The equipment constituting a part of the Properties is in good
repair, working order, and operating condition, and is adequate for the
operation of the Properties. 

             
7.18. Current Commitments. Seller represents that there are no (a)
authorizations for expenditure ("AFEs") and other oral or written commitments to
drill or rework wells on the Properties or for capital expenditures pursuant to
any contracts, that have been proposed by any person on or after the Effective
Date, whether or not accepted by Seller or any other person; and, (b) all AFEs
and oral or written commitments to drill or rework wells or for other capital
expenditures pursuant to any contracts, for which all of the activities
anticipated in AFEs or commitments have not been completed by the date of this
Agreement. 

             
7.19. Accuracy of Representation. No representation or warranty by Seller
in this Agreement or any agreement or document delivered by Seller pursuant to
this Agreement contains an untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained in any representation
or warranty, in light of the circumstances under which it was made, not
misleading. There is no fact known to Seller that materially and adversely
affects, or may materially and adversely affect the operation, prospects or
condition of any portion of the Properties that has not been identified in this
Agreement. 

8.          
Representations by Buyer. Buyer represents to Seller that the following
statements are true and correct: 

             
a.        Organization. Buyer is a Nevada
corporation duly organized, in good standing, and qualified to carry on its
business in each state in which the Properties are located, and has the power
and authority to carry on its business as presently conducted, 




to own and hold the Properties, and to perform all obligations
required by this Agreement. 

             
b.        Authority. Pursuant to its bylaws
and certificate of incorporation, Buyer has the power and authority to acquire,
own, and hold the Properties and to perform the obligations required by this
Agreement. 

9.          Title
and Other Examinations and Curative. 

             
a.        Prior to Closing, Buyer may, at its
option, examine title to the Properties at its own expense. However, Seller
shall make available to Buyer all of Seller's title opinions, certificates of
title, abstracts of title, title data, records and files relating to the
Properties (including without limitation all well files and well logs) and
information relating to the Properties as soon as possible after the execution
of this Agreement. In the event title to the Properties is not satisfactory, or
if the Properties are otherwise not as represented, Buyer may, at its option,
either terminate this Agreement at any time on or before Closing, or reduce the
Purchase Price by an amount agreeable to both parties. Seller shall promptly
furnish Buyer a copy of all gas contracts, gas transportation and treating
agreements, operating agreements and all amendments to each, and provide a
schedule showing the status of any gas balancing, take or pay, or other similar
arrangements. 

             
b.        If Buyer's review and appraisal of
the data, contracts and agreements reflects such data, contracts, or agreements
are materially different, and that such difference results in a material
difference in the value of the Properties, from those assumed by Buyer at the
time of its October 15, 2009 offer, Buyer shall have the option to either
terminate this Agreement without penalty or request renegotiations of the
Purchase Price to reflect the adverse changes. Except for title matters, Buyer
must exercise this option, if applicable, on or before April 30, 2010, or any
material differences shall be deemed waived, but without prejudice to Buyer's
other rights under this Agreement. 

10.        Conditions. The
consummation of the sale and purchase contemplated by this Agreement will be
subject to the following conditions: 

             
a.        The representations and warranties
by Seller set forth in Section 7 shall be true and correct in all material
respects as of the date when made and as of the Closing. 

             
b.        There shall have been no material
adverse change in the condition of the Properties except depletion through
normal production within authorized allowables and rates of production,
depreciation of equipment through ordinary wear and tear, and other transactions
permitted under this Agreement or approved in writing by Buyer between the date
of this Agreement and Closing. 

             
c.        All requirements made by Buyer with
regard to title to the Properties shall have been fully satisfied or waived by
Buyer. All consents, approvals and authorizations 




of assignments, and waivers of preferential rights to purchase
required by Buyer shall have been submitted to and approved by Buyer. 

             
d.        Seller and Buyer understand and
agree that if: (1) title to the Properties is not satisfactory to Buyer; (2)
Seller's actual interests in the Properties is different than as represented by
Seller and the difference causes a diminution in Seller's net revenue interest
which Seller represents to own; (3) contracts, claims or litigation to which
Buyer takes exception are material; or, (4) Seller fails to comply with any of
the conditions set forth in this Agreement; Buyer may, at its option, either
terminate this Agreement at any time on or before Closing, or reduce the
Purchase Price by an amount agreeable to both parties. However, any reduction in
Seller's net revenue interests below that which is represented in Exhibit "A"
shall result in an automatic reduction in the Purchase Price commensurate with
the reduction in such net revenue interest. 

             
e.        The parties shall have performed or
complied with all agreements and covenants required by this Agreement of which
performance or compliance is required prior to or at Closing. 

             
f.        All legal matters in connection
with and the consummation of the transactions contemplated by this Agreement
shall be approved by counsel for Buyer and there shall have been furnished by
Seller such records and information as Buyer's counsel may reasonably request
for that purpose. 

             
g.        Notwithstanding anything to the
contrary in this Agreement, at Buyer's option, Buyer shall have the unilateral
right to terminate this Agreement if Buyer determines it does not have the
rights to obtain and maintain the rights to be Operator of the Properties
pursuant to existing Operating Agreements at Closing. Operations shall be
transferred from Seller to Buyer at Closing via the execution of a mutually
agreeable Joint Operating Agreement. 

11.        Transfer,
Documentary Taxes, and Commission, Brokerage Fees. Seller shall pay and bear all
documentary or transfer taxes resulting from this transaction. No commission or
brokerage fees will be paid by Buyer in connection with this transaction. Seller
will indemnify and hold Buyer harmless from any claims of brokers or finders
acting, or claiming to have acted, on behalf of Seller. 

12.        Employment and
Non-Compete Agreements. Buyer shall not require Seller or key employees of
Seller, if any, to execute employment agreements and/or non-compete agreements.


13.        Expenses. Seller
and Buyer shall each pay their respective expenses incident to the preparation
of this Agreement and the transaction contemplated herein. 

14.        Further
Assurances, Intent. It is Seller's intent to convey to Buyer forty percent (40%)
of Seller's interests, legal, beneficial, or equitable in the Properties. Seller
agrees to execute and deliver to Buyer all instruments, conveyances, and other
documents and to 




do such other acts not inconsistent with this Agreement as may
be necessary or advisable to carry out Seller's intent.

15.        Notices. At
notices and communications required or permitted under this Agreement shall be
in writing, delivered to or sent by U.S. Mail or Express Delivery, postage
prepaid, or by prepaid telegram, or facsimile addressed as follows: 

	 	Seller: 	Blugrass Energy Inc. 
	 	  	7609 Ralston Road 
	 	  	Arvada, Colorado 80002 
	 	  	  
	 	Buyer: 	Doral West Corp. 
	 	  	415 W. Wall Street, Suite 500 
	 	  	Midland, Texas 79701 


16.        Parties in
Interest. This Agreement shall inure to the benefit of and be binding upon
Seller and Buyer and their respective successors and assigns. However, no
assignment by any party shall relieve any party of any duties or obligations
under this Agreement. 

17.        Complete
Agreement. This Agreement constitutes the complete agreement between the parties
regarding the purchase and sale of the Properties. Where applicable, all of the
terms of this Agreement shall survive the Closing. 

18.        Survival. All
representatives and warranties in this Agreement shall be deemed conditions to
the Closing. The representatives and warranties recited in Section 7. shall not
survive the Closing except for: (Identify those Representations and Warranties
that will Survive Closing.) All other terms of Agreement shall survive the
Closing, including, but not limited to, the indemnification and hold harmless
provisions contained in Section 6. 

19.        Termination.
Should either party terminate this Agreement pursuant to a right granted in this
Agreement to do so, the termination shall be without liability to the other
party, and the nonterminating party shall have no liability to the terminating
party. 




Signature Page 

EXECUTED and dated 10/28/09. 

Seller: Blugrass Energy, Inc.


By:         /s/ Ken
Berscht 
           _________________________________
          
Ken Berscht, Chief Executive Officer 

EXECUTED and dated 10/28/09. 

Buyer: Doral Energy Corp on behalf
of Doral West Corp. 

By:        /s/ Everett
Willard Gray II 
     
     _________________________________
          
Everett Willard Gray II,
Vice-Chairman 
                  
And Chief Executive
Officer 
                         
Doral Energy Corp 




EXHIBIT "A" 
TO 
PURCHASE AND SALE
AGREEMENT 

It is the express intent of Seller to convey to Buyer forty
percent (40%) of Seller’s right, title and interest in and to
the Properties, as defined in Paragraph 1. of the Purchase and Sale Agreement,
including but not limited to the described lands (A-1), working and net revenue
interests (A-2), and wells (A-3). 

Exhibit “A-1” 

All of Seller’s interest in Properties, , Mexico defined
in the Purchase and Sale Agreement, located in Eddy County, New
including but not limited to the following lands: 

Section 33, Township 16 South, Range 29 East; 
Section 3,
Township 17 South, Range 29 East; 
Section 4, Township 17 South, Range 29
East; 
Section 5, Township 17 South, Range 29 East; 
Section 7, Township
17 South, Range 29 East; 
Section 8, Township 17 South, Range 29 East; and,

Section 9, Township 17 South, Range 29 East. 




Exhibit “A-2” 

Schedule of Working Interests
  and Net Revenue Interests:

PROPERTIES OF SELLER: ROBINHOOD L.L.C. 

SCHEDULE OF SELLER'S WORKING & NET REVENUE INTERESTS 

  IN THE CAVE POOL UNIT and ASSOCIATED LEASES 

OPERATED AS: 14070 MARKS AND
GARNER PRODUCTION LTD CO 


  	
 Lease 
 Name
      	
 Location 	
 Working
        
 Interest 	Net Revenue 
 Interest
      
	County 	Sec-Twp-Rnge  	Oil 	Gas 
	CAVE POOL UNIT 	Eddy
      	04-17S-29E 	100.000% 	57.000% 	57.000% 
	  	  	05-17S-29E 	ORRI
      	10.000% 	10.000% 
	  	  	08-17S-29E 	  	67.000% 	67.000% 
	  	  	33-16S-29E 	  	  	  
	 	 	 	 	 	 
	CAVE STATE 	Eddy
      	04-17S-29E 	100.000% 	N/A 	70.000% 
	  	  	05-17S-29E 	  	  	  
	 	 	 	 	 	 
	DIAMOND STATE 	Eddy
      	04-17S-29E 	100.000% 	70.000% 	82.500% 
	 	 	 	 	 	 
	HODGES FEDERAL 	Eddy
      	05-17S-29E 	  	  	  
	 	 	 	 	 	 
	LEVERS 	Eddy
      	33-16S-29E 	100.000% 	N/A 	68.500% 
	 	 	 	 	 	 
	LEVERS FEDERAL 	Eddy
      	33-16S-29E 	100.000% 	70.000% 	70.000% 
	 	 	 	 	 	 
	RED STATE 	Eddy
      	04-17S-29E 	100.000% 	75.500% 	75.500% 
	 	 	 	 	 	 
	RED TWELVE FEDERAL 	Eddy
      	33-16S-29E 	100.000% 	65.000% 	75.000% 
	 	 	 	 	 	 
	RED TWELVE LEVERS FEDERAL 	Eddy
      	33-16S-29E 	  	  	  
	 	 	 	 	 	 
	RED TWELVE STATE 	  	  	  	  	  
	Red Twelve State #001 	Eddy
    	N-04-17S-29E 	100.000% 	N/A 	70.000% 
	Red Twelve State #002 	Eddy
    	H-04-17S-29E 	100.000% 	N/A 	63.000% 
	Red Twelve State #003 	Eddy
    	I-05-17S-29E 	100.000% 	N/A 	63.000% 
	 	  	  	  	  	  
	STATE 	Eddy
    	04-17S-29E 	100.000% 	70.000% 	70.000% 
	
Average NRI for Leases = 73% 
	

	

	

	

	




  




Exhibit “A-3” 

Schedule of Wells: 

WELL LIST OF SELLER: ROBINHOOD L.L.C.


OPERATED AS: 14070 MARKS AND GARNER
  PRODUCTION LTD CO

  Source: NM OCD - October 11, 2009 


  	

      
	Property 

      
 No. 	Lease 

        

      Name 	Well 

        

      Name 	LOCATION
      	 
      	API 

        

      No. 	Well 

        

      Type 	
        OCD Pool 	Last 
	County
      	UL
        - Sec - Twp - Rnge 	No.
      	Zones 	Prod/Inj      
	1	16230 	CAVE POOL UNIT 	CAVE POOL UNIT #001 	Eddy 	O - 33 - 16S - 29E 	30-015- 02784 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	2	  	  	CAVE POOL UNIT #010 	Eddy 	G - 5 - 17S - 29E 	30-015- 00993 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	3 			CAVE POOL UNIT #012 	Eddy 	E - 4 - 17S - 29E 	30-015- 02880 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	4 			CAVE POOL UNIT #019 	Eddy 	K - 4 - 17S - 29E 	30-015- 02886 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	5
      			CAVE POOL UNIT #023 	Eddy 	K - 5 - 17S - 29E 	30-015- 02902 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	6
      			CAVE POOL UNIT #026 	Eddy 	O - 5 - 17S - 29E 	30-015- 02904 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	7
      			CAVE POOL UNIT #027 	Eddy 	P - 5 - 17S - 29E 	30-015- 02897 	P&A 	 	 	Nov-05 
	8
      			CAVE POOL UNIT #028 	Eddy 	M - 4 - 17S - 29E 	30-015- 02887 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	9
      			CAVE POOL UNIT #030 	Eddy 	O - 4 - 17S - 29E 	30-015- 02891 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	10
      			CAVE POOL UNIT #035 	Eddy 	A - 8 - 17S - 29E 	30-015- 02914 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	11
      			CAVE POOL UNIT #036 	Eddy 	B - 8 - 17S - 29E 	30-015- 02915 	P&A 	 	 	Nov-05 
	12
      			CAVE POOL UNIT #041 	Eddy 	E - 8 - 17S - 29E 	30-015- 02926 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Aug-07 
	13
      			CAVE POOL UNIT #051 	Eddy 	L - 5 - 17S - 29E 	30-015- 02903 	I 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Aug-07 
	14
      			CAVE POOL UNIT #052 	Eddy 	M - 5 - 17S - 29E 	30-015- 02909 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	15
      			CAVE POOL UNIT #059 	Eddy 	J - 5 - 17S - 29E 	30-015- 24723 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 









  	16
      			CAVE
        POOL UNIT #062 	Eddy
      	P
        - 5 - 17S - 29E 	30-015-
        24761 	O
      	28509
      	GRAYBURG JACKSON;SR- Q-G-SA 	May-09
      
	17
      	16248 	CAVE STATE 	CAVE STATE #001 	Eddy 	D - 4 - 17S - 29E 	30-015- 24672 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 
	18
      			CAVE STATE #002 	Eddy 	H - 5 - 17S - 29E 	30-015- 24714 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 
	19
      			CAVE STATE #003 	Eddy 	E - 4 - 17S - 29E 	30-015- 24743 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 
	20
      			CAVE STATE #004 	Eddy 	F - 4 - 17S - 29E 	30-015- 24742 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 
	21
      			CAVE STATE #005 	Eddy 	C - 4 - 17S - 29E 	30-015- 24741 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 
	22
      	16249 	DIAMOND STATE 	DIAMOND STATE #001 	Eddy 	O - 4 - 17S - 29E 	30-015- 24759 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	23
      			DIAMOND STATE #002 	Eddy 	M - 4 - 17S - 29E 	30-015- 24760 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	24
      	16253 	HODGES FEDERAL 	HODGES FEDERAL #002 	Eddy 	A - 5 - 17S - 29E 	30-015- 02898 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	25
      	16255 	LEVERS 	LEVERS #003Y 	Eddy 	N - 33 - 16S - 29E 	30-015- 02787 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	26
      			LEVERS #005 	Eddy 	M - 33 - 16S - 29E 	30-015- 22443 	O 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	27
      			LEVERS #006 	Eddy 	L - 33 - 16S - 29E 	30-015- 23032 	G 	28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 










  	28
      	16254
      	LEVERS FEDERAL 	LEVERS FEDERAL #007 	Eddy
      	J
        - 33 - 16S - 29E 	30-015- 25091 	O	
        28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08
      
	29
      	16250 	RED STATE 	RED STATE #001 	Eddy 	B
        - 4 - 17S - 29E 	30-015- 24855 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	30
      			RED STATE #002 	Eddy 	G
        - 4 - 17S - 29E 	30-015- 24896 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	31
      	16219 	RED TWELVE FEDERAL 	RED TWELVE FEDERAL #001 	Eddy 	O
        - 33 - 16S - 29E 	30-015- 25058 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	32
      			RED TWELVE FEDERAL #002 	Eddy 	P
        - 33 - 16S - 29E 	30-015- 25059 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 
	33
      	16268 	RED TWELVE LEVERS FEDERAL 	RED TWELVE LEVERS FED #008Q 	Eddy 	I
        - 33 - 16S - 29E 	30-015- 25090 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jun-05 
	34
      			RED TWELVE LEVERS FED #012 	Eddy 	D
        - 33 - 16S - 29E 	30-015- 25152 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Nov-04 
	35
      	16256 	RED TWELVE STATE 	RED TWELVE STATE #001 	Eddy 	N
        - 4 - 17S - 29E 	30-015- 24962 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	May-09 
	36
      			RED TWELVE STATE #002 	Eddy 	H
        - 4 - 17S - 29E 	30-015- 24966 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Sep-07 
	37
      			RED TWELVE STATE #003 	Eddy 	I
        - 5 - 17S - 29E 	30-015- 24989 	O	 28509 	GRAYBURG JACKSON;SR- Q-G-SA 	Jul-08 
	38
      			RED TWELVE STATE #004 	Eddy 	O
        - 5 - 17S - 29E 	30-015- 24991 	S	 96121 	SWD;SAN ANDRES 	Apr-09 
	39
      			RED TWELVE STATE #006 	Eddy 	K
        - 5 - 17S - 29E 	30-015- 25055 	O	 		Aug-01 
	40
      	16251 	STATE 	STATE #001 	Eddy 	D
        - 4 - 17S - 29E 	30-015- 02888 	O	 		May-01 
	
        41 	
	
	 STATE #002 	 Eddy 	
        C - 4 - 17S - 29E 	
        30-015- 02889 	O	 28509 	GRAYBURG
        JACKSON;SR- Q-G-SA 	 May-09 








EXHIBIT “B” 
TO PURCHASE AND SALE AGREEMENT


ASSIGNMENT AND BILL OF SALE 
(Of all Assignor's
Interest in Multiple Producing Leases) 

	State: 	New Mexico 
	County: 	Eddy 
	Assignor: 	Blugrass Energy Inc., 7609
      Ralston Road Arvada, Colorado 80002 
	Assignee: 	Doral West Corp., 415 W. Wall
      Street, Suite 500, Midland, Texas 
	  	79701 


Effective Date: October 12, 2009 

          For
adequate consideration, Assignor, named above, assigns, sells and conveys to
Assignee, named above, forty percent (40%) of Assignor's rights, title,
and interests in the Oil and Gas Leases (the "Leases") and lands (the "Lands")
described in Exhibit "A" to this Assignment, together with all of Assignor's
rights, title, and interests in all wells located on the Lands. Exhibit "A" is
incorporated into this Assignment for all purposes. It is the Assignor's intent
to assign Assignee forty percent (40%) of all of Assignor's interests in the
Leases and Lands, whether or not such interests, Leases, and Lands are
accurately described in Exhibit "A," including forty percent (40%) of Assignor's
rights and interests in the following, all of which are referred to in this
Assignment collectively as the "Properties": 

1.        Assignor's
leasehold interests in oil, gas, and other minerals, including working
interests, carried working interests, net profits interests, rights of
assignment and reassignment, and all other rights and interests in the Leases.


2.        All fee interests
in oil, gas, and other minerals, including rights under mineral deeds,
conveyances, options, and assignments. 

3.        All royalty
interests, overriding royalty interests, production payments, rights to take
royalties in kind, and all other interests in and/or payable out of production
of oil, gas, and other minerals. 

4.        All rights and
interests in or derived from unit agreements, orders and decisions of state and
federal regulatory authorities establishing units, joint operating agreements,
enhanced recovery agreements, waterflood agreements, farmout and farmin
agreements, options, drilling agreements, unitization, pooling and
communitization agreements, oil and/or gas sales agreements, processing
agreements, gas gathering and transmission agreements, gas balancing agreements,
salt water disposal and injection agreements, assignments of operating rights,
subleases, and any and all other agreements to the extent they pertain to the
Leases, Lands, and the wells located on the Leases. 




5.        All rights of way,
easements, surface fees, surface leases, servitudes and franchises insofar as
they pertain to the Leases and the wells located on the Leases. 

6.        All permits and
licenses of any nature, owned, held, or operated by Assignor in connection with
the Leases, Lands and the wells located on the Leases. 

7.        All producing,
nonproducing, and shut-in oil and gas wells, salt water disposal wells, water
wells, injection wells, and all other wells on or attributable to the Leases,
whether or not identified in the Exhibit to this Assignment. 

8.        All pumping units,
pumps, casing, rods, tubing, wellhead equipment, separators, heater treaters,
tanks, pipelines, gathering lines, flow lines, valves, fittings and all other
surface and downhole equipment, fixtures, related inventory, gathering and
treating facilities, personal property and equipment used in connection with the
Leases and the wells located on the Leases and all other interests described
above. 

          This
Assignment is made by Assignor and accepted by Assignee with warranty of title
by, through, and under Assignor and not otherwise. It shall be deemed effective,
for all purposes, as of the Effective Date stated above. 

Assignor: Blugrass Energy, Inc.


By:_________________________________
     
Ken Bertsch, Chief Executive Officer 

Attested
By:_________________________
Title:_______________________________

(Affix Corporate Seal or statement that corporation has no
seal) 

 

 

Assignee: Doral West Corp. 

By:_________________________________
     
Everett Willard Gray II, Vice-Chairman 
      And
Chief Executive Officer 

Attested
By:_________________________
Title:_______________________________





(Affix Corporate Seal or statement that corporation has no seal)


	STATE OF TEXAS 	§ 
	COUNTY OF MIDLAND 	§ 


          This
instrument was acknowledged before me on _____________________ by Ken
Berscht, Chief Executive Officer of Blugrass Energy, Inc., a Nevada
corporation, on behalf of said corporation. 


____________________________________
Notary Public in and
for the State of Texas 

Printed
Name:_________________________

Commission
Expires: ____________________


 

	STATE OF TEXAS 	§ 
	COUNTY OF MIDLAND 	§ 


          This
instrument was acknowledged before me on _____________________ by Everett
Willard Gray II, Vice-Chairman and Chief Executive Officer of Doral West
Corp., a Nevada corporation, on behalf of said corporation. 


____________________________________
Notary Public in and
for the State of Texas 

Printed
Name:_________________________

Commission
Expires: ____________________





EXHIBIT "A" 
TO 
ASSIGNMENT AND BILL OF SALE


          Assignor
hereby conveys to Assignee forty percent (40%) of its interest in and to the
following: 

Lands: 

Assignor’s interest in lands located in Eddy County, New
Mexico, including but not limited to the following lands: 

Section 33, Township 16 South, Range 29 East; 
Section 3,
Township 17 South, Range 29 East; 
Section 4, Township 17 South, Range 29
East; 
Section 5, Township 17 South, Range 29 East; 
Section 7, Township
17 South, Range 29 East; 
Section 8, Township 17 South, Range 29 East; and,

Section 9, Township 17 South, Range 29 East. 

Leases: 

Federal Lease LC-058594 C, December 30, 1939; 
Federal Lease
LC-068960, dated July 1, 1949; 
Federal Lease NM-011331, dated June 1, 1953;

Federal Lease LC-028480 B, dated November 3, 1933; 
State Lease B-7071,
dated June 10, 1937; 
State Lease B-7596, dated May 10, 1938; 
State Lease
B-11662, dated December 1, 1944; 
State Lease 8569, dated March 11, 1940;

State Lease E-134, dated February 10, 1945; 
State Lease E-741, dated
February 11, 1946; 
State Lease E-950, dated August 10, 1946; 
State Lease
E-4200, dated September 11, 1950; 
State Lease E-6353, dated July 10, 1952;

State Lease E-7639, dated December 15, 1953; 
State Lease E-10163, dated
June 19, 1956; 
Federal Lease LC-037777A; and, 
Federal Lease LC-58594A.







  	

        
	Property 

        
No. 	Lease 

        
Name 	Well 

        
Name 	LOCATION 	  	  	  	  
	County
      	UL
        - Sec - Twp - Rnge 
	1 	16230 	CAVE POOL UNIT 	CAVE POOL UNIT #001 	Eddy 	O - 33 - 16S - 29E 
	2 			CAVE POOL UNIT #010 	Eddy 	G - 5 - 17S - 29E 
	3 			CAVE POOL UNIT #012 	Eddy 	E - 4 - 17S - 29E 
	4 			CAVE POOL UNIT #019 	Eddy 	K - 4 - 17S - 29E 
	5 			CAVE POOL UNIT #023 	Eddy 	K - 5 - 17S - 29E 
	6 			CAVE POOL UNIT #026 	Eddy 	O - 5 - 17S - 29E 
	7 			CAVE POOL UNIT #027 	Eddy 	P - 5 - 17S - 29E 
	8 			CAVE POOL UNIT #028 	Eddy 	M - 4 - 17S - 29E 
	9 			CAVE POOL UNIT #030 	Eddy 	O - 4 - 17S - 29E 
	10 			CAVE POOL UNIT #035 	Eddy 	A - 8 - 17S - 29E 
	11 			CAVE POOL UNIT #036 	Eddy 	B - 8 - 17S - 29E 
	12 			CAVE POOL UNIT #041 	Eddy 	E - 8 - 17S - 29E 
	13 			CAVE POOL UNIT #051 	Eddy 	L - 5 - 17S - 29E 
	14 			CAVE POOL UNIT #052 	Eddy 	M - 5 - 17S - 29E 
	15 			CAVE POOL UNIT #059 	Eddy 	J - 5 - 17S - 29E 
	16 			CAVE POOL UNIT #062 	Eddy 	P - 5 - 17S - 29E 
	17 	16248 	CAVE STATE 	CAVE STATE #001 	Eddy 	D - 4 - 17S - 29E 
	18 			CAVE STATE #002 	Eddy 	H - 5 - 17S - 29E 
	19 			CAVE STATE #003 	Eddy 	E - 4 - 17S - 29E 
	20 			CAVE STATE #004 	Eddy 	F - 4 - 17S - 29E 
	21 			CAVE STATE #005 	Eddy 	C - 4 - 17S - 29E 









  	22 	16249 	DIAMOND STATE 	DIAMOND STATE #001 	Eddy 	O - 4 - 17S - 29E 
	23 			DIAMOND STATE #002 	Eddy 	M - 4 - 17S - 29E 
	24 	16253 	HODGES FEDERAL 	HODGES FEDERAL #002 	Eddy 	A - 5 - 17S - 29E 
	25 	16255 	LEVERS 	LEVERS #003Y 	Eddy 	N - 33 - 16S - 29E 
	26 			LEVERS #005 	Eddy 	M - 33 - 16S - 29E 
	27 			LEVERS #006 	Eddy 	L - 33 - 16S - 29E 
	28 	16254 	LEVERS FEDERAL 	LEVERS FEDERAL #007 	Eddy 	J - 33 - 16S - 29E 
	29 	16250 	RED STATE 	RED STATE #001 	Eddy 	B - 4 - 17S - 29E 
	30 			RED STATE #002 	Eddy 	G - 4 - 17S - 29E 
	31 	16219 	RED TWELVE FEDERAL 	RED TWELVE FEDERAL #001 	Eddy 	O - 33 - 16S - 29E 
	32 			RED TWELVE FEDERAL #002 	Eddy 	P - 33 - 16S - 29E 
	33 	16268 	RED TWELVE LEVERS FEDERAL
      	RED TWELVE LEVERS FED #008Q 	Eddy 	I - 33 - 16S - 29E 
	34 			RED TWELVE LEVERS FED #012 	Eddy 	D - 33 - 16S - 29E 
	35 	16256 	RED TWELVE STATE 	RED TWELVE STATE #001 	Eddy 	N - 4 - 17S - 29E 
	36 			RED TWELVE STATE #002 	Eddy 	H - 4 - 17S - 29E 
	37 			RED TWELVE STATE #003 	Eddy 	I - 5 - 17S - 29E 
	38 			RED TWELVE STATE #004 	Eddy 	O - 5 - 17S - 29E 
	39 			RED TWELVE STATE #006 	Eddy 	K - 5 - 17S - 29E 
	40 	16251
      	STATE
      	STATE
        #001 	Eddy
      	D
        - 4 - 17S - 29E 
	41 			STATE #002 	Eddy 	C - 4 - 17S - 29E 







EXHIBIT “C” 
TO PURCHASE AND SALE AGREEMENT


 

Attach an executed copy of the Robin Hood LLC to Blugrass
Energy Inc. Purchase and Sale Agreement (with Exhibits).