ex10_2.htm


    
      
        

      
EXHIBIT
10.2

    EXTENSION
AGREEMENT

    


    THIS AGREEMENT dated as of the
3rd day
of February, 2010,

     

    AMONG:

    UNITED HYDROCARBON
CORPORATION, a corporation formed under the laws of Ontario

    - and
-

    EXCELARON LLC, a limited
liability corporation formed under the laws of California

    (“Excelaron”)

    - and
-

    MOGUL ENERGY INTERNATIONAL,
INC., a corporation formed under the laws of the State of
Delaware

    - and
-

    BARISAN ENERGY LIMITED, a
corporation formed under the laws of the Commonwealth of Australia

    - and
-

    AUSTRALIAN OIL COMPANY
LIMITED, a corporation incorporated under the laws of the Commonwealth of
Australia

    - and
-

    WILLIAM DIVINE, an individual
resident in the State of California

    - and
-

    VESTA CAPITAL CORP., a
corporation formed under the laws of Ontario

    (each a
“Party” and
collectively, the “Parties”).

     

    WHEREAS the Parties entered
into a qualifying transaction agreement dated as of January 12, 2010 (the “QT Agreement”);

     

    AND WHEREAS the Parties wish
to amend one of the terms of the QT Agreement in accordance with the terms of
the QT Agreement;

     

    NOW THEREFORE, in
consideration of the mutual covenants and agreements herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by each of the Parties hereby covenant and agree as
follows:

     

    ARTICLE
13

    DEFINED
TERMS

     

    
      
        	
                13.1

              	
                Capitalized
      Terms

              


      

    

     

    All
capitalized terms which are used herein without being specifically defined
herein shall have the meanings ascribed thereto in the QT
Agreement.

     

    ARTICLE
14

    EXTENSION

     

    
      	
              14.1

            	
              Deadline
      Date

            


    

     

    Section
1.1 of the QT Agreement is hereby amended by deleting the
following:

     

    
      	
               
      

            	
              (w)

            	
              “Deadline Date” means
      January 29, 2010 or such other date as the Parties may, in writing
      agree;

            


    

     

    And
substituting the following therefor:


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (w)

            	
              “Deadline Date” means
      February 17, 2010 or such other date as the Parties may, in writing
      agree;

            


    

     

    ARTICLE
15

    GENERAL

     

    
      	
              15.1

            	
              Future
      Reference to the QT Agreement

            


    

     

    On and
after the date of this Agreement, each reference in the QT Agreement to “this
Agreement”, “hereunder”, “hereof”, or words of like import referring to the QT
Agreement and each reference in any related document to the “QT Agreement”,
“thereunder”, “thereof”, or words of like import referring to the QT Agreement
shall mean and be a reference to the QT Agreement as amended
hereby.

     

    
      	
              15.2

            	
              Confirmation
      of QT Agreement

            


    

     

    The
Parties hereto do hereby confirm and ratify the terms of the QT Agreement as
amended by this Agreement.  The QT Agreement remains in full force and
effect, unamended, except as otherwise expressly provided herein.

     

    
      	
              15.3

            	
              Governing
      Law

            


    

     

    This
Agreement shall be governed in all respects, including validity, interpretation
and effect, by the Laws of the Province of Ontario and the Laws of Canada
applicable therein. Each Party hereto irrevocably attorns to the non-exclusive
jurisdiction of the courts of the Province of Ontario.

     

    
      	
              15.4

            	
              Confidentiality

            


    

     

    Any
discussions in connection with the Qualifying Transaction in general, the QT
Agreement, this Agreement and the Filing Statement in particular shall be
treated by the Parties hereto as strictly confidential and shall not (without
the prior consent of each of the other Parties hereto or as contemplated or
provided herein) be disclosed by any Party hereto to any person other than a
director, officer, employee, agent, shareholder or professional advisor or, in
the case of Excelaron, a duly appointed manager, of or to that Party hereto with
a need to know for purposes connected with the matters contemplated by this
Agreement and then only on a confidential basis and also on the basis that the
Party concerned will be liable for any breach of confidentiality by a person to
whom it makes disclosure.

     

    
      	
              15.5

            	
              Assignment

            


    

     

    Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any Party hereto without the prior written consent of each of the
Parties hereto.

     

    
      	
              15.6

            	
              Further
      Assurances

            


    

     

    Each
Party hereto shall, from time to time, and at all times hereafter, at the
request of the other Parties hereto, but without further consideration, do all
such further acts and execute and deliver all such further documents and
instruments as shall be reasonably required in order to fully perform and carry
out the terms and intent hereof.

     

    
      	
              15.7

            	
              Severability

            


    

     

    Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable Law. Any provision of this
Agreement that is invalid or unenforceable in any jurisdiction shall be
ineffective to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining provisions hereof, and any
such invalidity or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              15.8

            	
              Counterpart
      Execution

            


    

     

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

     

    
      	
              15.9

            	
              Third
      Party Beneficiary

            


    

     

    This
Agreement is not intended to, and shall not, confer upon any other person any
rights or remedies hereunder.

     

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        3

        
          

        

      

      
         


      

    

    


    
      	
              15.10

            	
              Investigation
      by Parties

            


    

     

    No
investigations made by or on behalf of any Party or any of its respective
authorized agents at any time shall have the effect of waiving, diminishing the
scope of or otherwise affecting any representation, warranty or covenant made by
another Party in or pursuant to this Agreement.

     

    IN WITNESS WHEREOF, this
Agreement has been duly executed by the Parties as of the date first above
written.

     

    
      	 	
              UNITED
      HYDROCARBON CORPORATION

            
	 	 	 
	 	
              Per:

            	 
      	 
	 	 
      	
              Name:   Ijaz
      Khan

            	 
	 	 
      	
              Title:     President

            	 


    

    


    
      	 	EXCELARON
      LLC
	 	 
	 	Per:	
               

            	 
      
	 	 	      
              Name:   Grant
      Jagelman

            	
               

            
	 	 	      
              Title:    
      President

            	
               

            


    

    


    
      	 	MOGUL
      ENERGY INTERNATIONAL, INC.
	 	 
	 	      
              Per:

            	
               

            	 
      
	 	 	      
              Name:   Naeem
      Tyab

            	
               

            
	 	 	      
              Title:     President

            	
               

            


    

    


    
      	 	BARISAN
      ENERGY I\LIMITED
	 	 
	 	      
              Per:

            	
               

            	 
      
	 	 	      
              Name:   Brian
      McGillivray

            	
               

            
	 	 	      
              Title:   
       Director

            	
               

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    


    
      	 	 
      	 	 
      	
              AUSTRALIAN
      OIL COMPANY LIMITED

            
	 	 	 	 	 	 
	 	 
      	 	 
      	
              Per:

            	 
      	 
	 	 
      	 	 
      	 
      	
              Name:   Grant
      Jagelman

            	 
	 	 
      	 	 
      	 
      	
              Title:    
      Managing Director

            	 
	 	 
      	 	 
      	 
      	 
      	 
	 	 
      	 	 
      	 
      	 
      	 
	WITNESS:	 	
              )

            	
              WILLIAM
      DIVINE

            
	 	 
      	 	
              )

            	 
      	 
	      
              Per:

            	
               

            	 	
              )

            	
              Per:

            	 
      	 
	 	
              Name:

            	 	
              )

            	 
      	
              Name:   William
      Divine

            	 
	 	 
      	 	
              )

            	 
      	 
      	 


    

    


    
      	 	
              VESTA
      CAPITAL CORP.

            
	 	 
	 	
              Per:

            	 
      	 
	 	 
      	
              Name:   Harold
      M. Wolkin

            	 
	 	 
      	
              Title:     President
      & Director

            	 


    

     

     

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