ex10_1.htm


    
      

    

    Exhibit
10.1

    
      


      


      UNITED
HYDROCARBON CORPORATION

      -
and -

      EXCELARON
LLC

      -
and -

      MOGUL
ENERGY INTERNATIONAL, INC.

      -
and -

      BARISAN
ENERGY LIMITED

      -
and -

      AUSTRALIAN
OIL COMPANY LIMITED

      -
and -

      WILLIAM
DIVINE

      -
and -

      VESTA
CAPITAL CORP.

      
        
          

        

      

      QUALIFYING
TRANSACTION AGREEMENT

      January
12, 2010

      


      


      miller
thomson llp


      
        
           


        

        
           


          
            

          

        

        
          i 


        

      


      TABLE
OF CONTENTS

       

      
        	
                ARTICLE
      1 INTERPRETATION

              	 
      	
                4

              
	 
      	
                1.1

              	 
      	
                Definitions

              	 
      	
                4

              
	 
      	
                1.2

              	 
      	
                Singular,
      Plural, etc.

              	 
      	
                15

              
	 
      	
                1.3

              	 
      	
                Currency

              	 
      	
                15

              
	 
      	
                1.4

              	 
      	
                Headings,
      etc.

              	 
      	
                15

              
	 
      	
                1.5

              	 
      	
                Date
      for any Action

              	 
      	
                15

              
	 
      	
                1.6

              	 
      	
                Governing
      Law

              	 
      	
                15

              
	 
      	
                1.7

              	 
      	
                Attornment

              	 
      	
                16

              
	 
      	
                1.8

              	 
      	
                Knowledge

              	 
      	
                16

              
	 
      	
                1.9

              	 
      	
                Entire
      Agreement

              	 
      	
                16

              
	 
      	
                1.10

              	 
      	
                Schedules

              	 
      	
                16

              
	 
      	
                1.11

              	 
      	
                Amendment
      to Second Agreement

              	 
      	
                17

              
	 	 	 	 	 	 
	
                ARTICLE
      2 THE QUALIFYING TRANSACTION

              	 
      	
                19

              
	 
      	
                2.1

              	 
      	
                Mogul
      Transaction

              	 
      	
                19

              
	 
      	
                2.2

              	 
      	
                Amalgamation

              	 
      	
                19

              
	 
      	
                2.3

              	 
      	
                Further
      Assurances

              	 
      	
                21

              
	 
      	
                2.4

              	 
      	
                Implementation
      Covenants

              	 
      	
                21

              
	 
      	
                2.5

              	 
      	
                Vesta
      Acknowledgment

              	 
      	
                25

              
	 	 	 	 	 	 
	
                ARTICLE
      3 PUBLICITY

              	 
      	
                26

              
	 
      	
                3.1

              	 
      	
                Publicity

              	 
      	
                26

              
	 	 	 	 	 	 
	
                ARTICLE
      4 REPRESENTATIONS AND WARRANTIES

              	 
      	
                26

              
	 
      	
                4.1

              	 
      	
                Representations
      and Warranties of UHC

              	 
      	
                26

              
	 
      	
                4.2

              	 
      	
                Representations
      and Warranties of Excelaron

              	 
      	
                33

              
	 
      	
                4.3

              	 
      	
                Representations
      and Warranties of Mogul

              	 
      	
                42

              
	 
      	
                4.4

              	 
      	
                Representations
      and Warranties of Barisan

              	 
      	
                44

              
	 
      	
                4.5

              	 
      	
                Representations
      and Warranties of Vesta and Covenants of Vesta with respect to
      Subco

              	 
      	
                46

              
	 
      	
                4.6

              	 
      	
                Representations
      and Warranties of AOC

              	 
      	
                54

              
	 	 	 	 	 	 
	
                ARTICLE
      5 CONDUCT OF BUSINESS

              	 
      	
                54

              
	 
      	
                5.1

              	 
      	
                Conduct
      of Business by UHC, Excelaron and Vesta

              	 
      	
                54

              
	 
      	
                5.2

              	 
      	
                Conduct
      of Business by Barisan and Mogul

              	 
      	
                56

              
	 	 	 	 	 	 
	
                ARTICLE
      6 COVENANTS

              	 
      	
                57

              
	 
      	
                6.1

              	 
      	
                Representations
      and Warranties

              	 
      	
                57

              
	 
      	
                6.2

              	 
      	
                Notice
      of Material Change

              	 
      	
                57

              
	 
      	
                6.3

              	 
      	
                Books
      & Records

              	 
      	
                57

              
	 
      	
                6.4

              	 
      	
                Additional
      Vesta Covenants

              	 
      	
                58

              
	 
      	
                6.5

              	 
      	
                Non-Solicitation

              	 
      	
                58

              
	 
      	
                6.6

              	 
      	
                Covenants
      of UHC

              	 
      	
                59

              
	 
      	
                6.7

              	 
      	
                Covenants
      of UHC and Barisan

              	 
      	
                59

              
	 
      	
                6.8

              	 
      	
                Mutual
      Covenants

              	 
      	
                59

              
	 	 	 	 	 	 
	ARTICLE
      7 OTHER FILINGS	 
      	
                60

              
	 
      	
                7.1

              	 
      	
                Other
      Filings

              	 
      	
                60

              


         

        
          
             

          

          
             

            
              

            
ii

          
             

          

        

         

        
          	
                  ARTICLE
      8 CONDITIONS

                	 
      	
                  60

                
	 
      	
                  8.1

                	 
      	
                  Certain
      Conditions Precedent

                	 
      	
                  60

                
	 
      	
                  8.2

                	 
      	
                  Additional
      Conditions Precedent to the Obligations of UHC

                	 
      	
                  62

                
	 
      	
                  8.3

                	 
      	
                  Additional
      Conditions Precedent to the Obligations of Mogul

                	 
      	
                  63

                
	 
      	
                  8.4

                	 
      	
                  Additional
      Conditions Precedent to the Obligations of Barisan

                	 
      	
                  64

                
	 
      	
                  8.5

                	 
      	
                  Additional
      Conditions Precedent to the Obligations of Vesta

                	 
      	
                  65

                
	 	 	 	 	 	 
	
                  ARTICLE
      9 INDEMNIFICATION

                	 
      	
                  66

                
	 
      	
                  9.1

                	 
      	
                  Indemnification
      by UHC

                	 
      	
                  66

                
	 
      	
                  9.2

                	 
      	
                  Indemnification
      by Excelaron

                	 
      	
                  66

                
	 
      	
                  9.3

                	 
      	
                  Indemnification
      by Mogul

                	 
      	
                  66

                
	 
      	
                  9.4

                	 
      	
                  Indemnification
      by Barisan

                	 
      	
                  67

                
	 
      	
                  9.5

                	 
      	
                  Indemnification
      by Vesta

                	 
      	
                  67

                
	 
      	
                  9.6

                	 
      	
                  Notice
      of Claim

                	 
      	
                  67

                
	 
      	
                  9.7

                	 
      	
                  Procedure
      for Indemnification

                	 
      	
                  67

                
	 
      	
                  9.8

                	 
      	
                  General
      Indemnification Rules

                	 
      	
                  68

                
	 	 	 	 	 	 
	
                  ARTICLE
      10 ARBITRATION

                	 
      	
                  69

                
	 
      	
                  10.1

                	 
      	
                  Issue
      Subject to Arbitration

                	 
      	
                  69

                
	 
      	
                  10.2

                	 
      	
                  Arbitration
      Process

                	 
      	
                  69

                
	 	 	 	 	 	 
	
                  ARTICLE
      11 TERMINATION AND AMENDMENT

                	 
      	
                  70

                
	 
      	
                  11.1

                	 
      	
                  Termination

                	 
      	
                  70

                
	 
      	
                  11.2

                	 
      	
                  Effect
      of Termination

                	 
      	
                  70

                
	 
      	
                  11.3

                	 
      	
                  Fees
      and Expenses

                	 
      	
                  70

                
	 
      	
                  11.4

                	 
      	
                  Amendment

                	 
      	
                  71

                
	 
      	
                  11.5

                	 
      	
                  Waiver

                	 
      	
                  71

                
	 	 	 	 	 	 
	
                  ARTICLE
      12 GENERAL

                	 
      	
                  71

                
	 
      	
                  12.1

                	 
      	
                  Confidentiality

                	 
      	
                  71

                
	 
      	
                  12.2

                	 
      	
                  Notices

                	 
      	
                  71

                
	 
      	
                  12.3

                	 
      	
                  Assignment

                	 
      	
                  73

                
	 
      	
                  12.4

                	 
      	
                  Further
      Assurances

                	 
      	
                  74

                
	 
      	
                  12.5

                	 
      	
                  Severability

                	 
      	
                  74

                
	 
      	
                  12.6

                	 
      	
                  Counterpart
      Execution

                	 
      	
                  74

                
	 
      	
                  12.7

                	 
      	
                  Third
      Party Beneficiary

                	 
      	
                  74

                
	 
      	
                  12.8

                	 
      	
                  Investigation
      by Parties

                	 
      	
                  75

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      QUALIFYING
TRANSACTION AGREEMENT

      THIS AGREEMENT dated as of the
12th day of January, 2010,

       

      AMONG:

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

      (“UHC”)

      - 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

      (“Mogul”)

      - and
-

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

      (“Barisan”)

      - and
-

      AUSTRALIAN OIL COMPANY
LIMITED, a corporation incorporated under the laws of the Commonwealth of
Australia (“AOC”)

      - and
-

      WILLIAM DIVINE, an individual
resident in the State of California (“WD”)

      - and
-

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

      (“Vesta”).

      RECITALS:

       

      WHEREAS Vesta is a “CPC” (as
hereinafter defined in the Policy (as hereinafter defined in Article 1)) and is
required to complete a “Qualifying Transaction” (as hereinafter defined in
Article 1);

       

      AND WHEREAS Subco (as
hereinafter defined in Article 1) is a corporation to be incorporated and
wholly-owned by Vesta;

       

      AND WHEREAS Excelaron is a
California limited liability company and is the 100% owner of the Project (as
hereinafter defined in Article 1);

       

      AND WHEREAS AOC, Barisan and
WD entered into an operating agreement on June 30, 2006, which Operating
Agreement (as hereinafter defined in Article 1) was restated in its entirety
effective February 1, 2008;

       

      AND WHEREAS Barisan
contributed US$1,000,000 to Excelaron on December 21, 2007;

       

      AND WHEREAS the Operating
Agreement provided, inter
alia, that AOC owned a 50% Membership Interest (as hereinafter defined in
Article 1), that WD owned a 50% Membership Interest and incorrectly stated that
Barisan could earn a 10% Membership Interest by contributing US$1,000,000 to
Excelaron and a further 10% Membership Interest by contributing a further
US$1,000,000 to Excelaron;

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AND WHEREAS the Operating
Agreement should have, inter
alia, ratified Barisan’s contribution of US$1,000,000 to Excelaron and
provided that upon payment of such amount Barisan had earned an 8% Membership
Interest, and should have provided that Barisan could earn a further 10%
Membership Interest by contributing a further US$1,000,000 to
Excelaron;

       

      AND WHEREAS on February 1,
2008 the Membership Interests of each of AOC, Barisan and WD were as
follows:

       

      
        
          	
                  AOC

                	
                  46%

                
	
                  Barisan

                	
                  8%

                
	
                  WD

                	
                  46%

                


        

      

       

      AND WHEREAS AOC, Barisan, WD
and UHC entered into a waiver and assumption agreement effective as of January
1, 2009 (a copy of which is attached hereto as Schedule “A”) (the “First Agreement”) pursuant to
which WD transferred his Membership Interest to UHC, and UHC agreed to observe
and perform all of the covenants and obligations of WD under the Operating
Agreement as though UHC were an original signatory thereto;

       

      AND WHEREAS by agreement dated
in counterparts on February 11 and February 12, 2009 (a copy of which is
attached hereto as Schedule “B”) (the “Second Agreement”) between
Excelaron and Mogul, and agreed to by each of Australian Oil Company #2 Ltd., a
corporation incorporated under the laws of the Commonwealth of Australia (“AOC2”), Barisan and UHC: (a)
UHC’s Membership Interest was reduced from a 46% Membership Interest to a 21%
Membership Interest, AOC2’s Membership Interest was reduced from a 46%
Membership Interest to a 35% Membership Interest, Barisan’s Membership Interest
was reduced from an 8% Membership Interest to a 4% Membership Interest, with the
remaining 40% Membership Interest unalloted but intended to be acquired by
Mogul, subject to the terms of an agreement between Excelaron and Mogul, which
agreement would be agreed to by each of AOC, Barisan and UHC, being finalized;
and (b) Excelaron agreed to permit Mogul to subscribe for the Mogul Interest (as
hereinafter defined in Article 1) in consideration of a total Capital
Contribution (as such term is defined in the Second Agreement) of US$2,300,000,
subject to the Mogul Interest being reduced in accordance with Section 4 of the
Second Agreement;

       

      AND WHEREAS the Second
Agreement incorrectly includes AOC2 as a party to such agreement, rather than
AOC, and incorrectly references AOC2 as the owner of certain Membership
Interests, which Membership Interests were at all times owned by
AOC;

       

      AND WHEREAS, regardless of any
references to AOC2 having any right, title or interest in the Membership
Interests or any other rights under the Operating Agreement or the Second
Agreement or otherwise with respect to the business and/or affairs of Excelaron,
at all times all of the right, title and interest in the Membership Interests
purportedly owned by AOC and/or AOC2 have been beneficially owned by AOC, and
AOC2 had no interest in any such Membership Interests;


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      AND WHEREAS a list of the
names of the members required to be maintained by Excelaron by the Beverly-Killea Limited Liability
Company Act (1996) and the Membership Interests of each such members of
Excelaron recorded on the list of members are as follows:

       

      
        	
                Barisan

              	
                4%

              
	
                UHC

              	
                21%

              
	
                AOC

              	
                35%

              
	
                Mogul

              	
                40%
      (Subject to the terms of the Second
Agreement)

              


      

       

      AND WHEREAS the Operating
Agreement has not been further amended to reflect any of the transactions
described in the six immediately preceding recitals and, as such, each of AOC,
Barisan, Mogul, WD, AOC and UHC have agreed to complete the Reorganization (as
hereinafter defined) and to amend the Second Agreement on the terms set forth
herein;

       

      AND WHEREAS Vesta proposes to
complete the Mogul Transaction (as hereinafter defined in Article 1) on the
terms and subject to the conditions set forth herein, wherein it will acquire
the Mogul Interest in Excelaron;

       

      AND WHEREAS UHC and Barisan
intend to complete the Barisan Transaction (as hereinafter defined in Article 1)
prior to the closing of the Amalgamation (as hereinafter defined in Article 1)
such that, immediately prior to completion of the Amalgamation, UHC shall
purchase the Barisan Interest thereby increasing its Membership Interest in
Excelaron to 25%, in the aggregate;

       

      AND WHEREAS immediately
following the completion of the Mogul Transaction, Vesta will have a 40%
Membership Interest in Excelaron (and on the same date), Vesta, Subco and UHC
propose to complete the Amalgamation wherein the business and assets of Subco
and UHC will be combined such that upon completion of the Amalgamation, Amalco
(as hereinafter defined in Article 1) shall be a wholly-owned Subsidiary (as
hereinafter defined in Article 1) of Vesta and the assets and business of UHC,
including inter alia,
the UHC Initial Interest and the Barisan Interest (following completion of the
Barisan Transaction), will become, together with the Mogul Interest to be
acquired from Mogul pursuant to the Mogul Transaction, the main assets and
business of Vesta;

       

      AND WHEREAS, on the terms and
subject to the conditions set forth herein, the Parties (as hereinafter defined
in Article 1) intend to carry out the proposed Qualifying Transaction by way of
a series of steps, including but not limited to, completion of the Mogul
Transaction and the Amalgamation following which Vesta will indirectly own
(through Amalco) a 25% Membership Interest in Excelaron and will directly own
the Mogul Interest;

       

      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 (as hereinafter defined in Article 1)
hereby covenant and agree as follows:


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      ARTICLE
1

      INTERPRETATION

       

      
        	
                1.1

              	
                Definitions

              


      

       

      In this
Agreement, unless there is something in the subject matter or context
inconsistent therewith, the following terms shall have the following meanings,
respectively:

      


      
        	
                 
      

              	
                (a)

              	
                “51-101 Report” means the
      report dated November 1, 2009 prepared by Chapman Petroleum Engineering
      Ltd. in accordance with National Instrument 51-101 – Standards of
      Disclosure for Oil and Gas Activities, concerning the Project, a copy of
      which has been delivered to Vesta, as amended from time to time and in
      form and substance satisfactory to the Approval Parties and as approved by
      the TSXV;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                “Act” means the Business Corporations
      Act (Ontario), as from time to time amended or
      re-enacted;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                “Agents” means together,
      Fraser Mackenzie Limited and Salman Partners
      Inc.;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                “Agreement”, “this
      Agreement”, “herein”, “hereto” and “hereof” and similar expressions refer
      to this agreement, together with the schedules hereto, as the same may be
      amended or supplemented from time to
time;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                “Amalco” means the
      continuing corporation constituted upon the amalgamation of the
      Amalgamating Parties pursuant to the
  Amalgamation;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                “Amalco Common Shares”
      means the common shares in the capital of
  Amalco;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                “Amalgamating Parties”
      means together, UHC and Subco;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                “Amalgamation” means an
      amalgamation of UHC and Subco pursuant to Section 174 of the Act on the
      terms and conditions set forth in this Agreement and the Amalgamation
      Agreement;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                “Amalgamation Agreement”
      means the amalgamation agreement to be entered into among Vesta, UHC and
      Subco in respect of the Amalgamation, in the form to be agreed to between
      Mogul, UHC and Vesta, each acting
reasonably;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                “Approval Parties” means,
      collectively, UHC, Excelaron, Mogul, Barisan and
  Vesta;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                “Arbitration Act” means
      the Arbitration Act,
      1991 (Ontario), as from time to time amended or
      re-enacted;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                “Articles of
      Amalgamation” means the articles of amalgamation to be filed with
      the Ministry by Vesta in order to effect the
  Amalgamation;

              


      

       

      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (m)

              	
                “Assignment and Assumption
      Agreement” means the agreement
  evidencing:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      assignment of the Mogul Interest to
Vesta;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      assignment of right to appoint an equal number nominees to act as managers
      of Excelaron as provided in Schedule “A” to the Second Agreement, which
      nominees shall be acceptable to the TSXV or TSX;
  and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      assumption of the obligation to make the US$800,000 payment contemplated
      by Section 2(c) of the Second Agreement, as amended by this Agreement, by
      Vesta,

              


      

       

      duly
executed by Mogul, Excelaron, Vesta and AOC and consented to by UHC and, if
applicable, by Barisan in such form as Vesta, Mogul and Excelaron shall approve,
each acting reasonably;

       

      
        	
                 
      

              	
                (n)

              	
                “Barisan Agreement” means
      the transfer agreement to be entered into among Barisan and UHC in
      connection with the Barisan
Transaction;

              


      

       

      
        	
                 
      

              	
                (o)

              	
                “Barisan Interest” means
      Barisan’s 4% Membership Interest in Excelaron pursuant to the Second
      Agreement, as amended by this Agreement, subject to adjustment in
      accordance with Section 4 of the Second
  Agreement;

              


      

       

      
        	
                 
      

              	
                (p)

              	
                “Barisan Transaction”
      means the sale of the Barisan Interest to UHC in exchange for 4,000,000
      UHC Shares;

              


      

       

      
        	
                 
      

              	
                (q)

              	
                “Business Day” means any
      day excepting a Saturday or Sunday or a day recognized as a holiday in
      Toronto, Ontario;

              


      

       

      
        	
                 
      

              	
                (r)

              	
                “Certificate of
      Amalgamation” means the certificate of amalgamation issued by the
      Director in respect of the
Amalgamation;

              


      

       

      
        	
                 
      

              	
                (s)

              	
                “Chapman” means Chapman
      Petroleum Engineering Ltd.;

              


      

       

      
        	
                 
      

              	
                (t)

              	
                “Claim” has the meaning
      ascribed thereto in Section 9.6;

              


      

       

      
        	
                 
      

              	
                (u)

              	
                “Closing” means the
      completion of the Qualifying Transaction on the terms and subject to the
      conditions set forth in this
Agreement;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                “Contaminants” means any
      pollutant, contaminant or waste of any nature, including without
      limitation, any hazardous waste, hazardous substance, hazardous material,
      toxic substance, dangerous substance, dangerous good, or deleterious
      substance, as defined, judicially interpreted or identified in or for the
      purposes of any Environmental Laws;

              


      

       

      
        	
                 
      

              	
                (w)

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

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (x)

              	
                “Debt Instrument” means
      loan, bond, debenture, promissory note or other instrument evidencing
      indebtedness (demand or otherwise) for borrowed
  money;

              


      

       

      
        	
                 
      

              	
                (y)

              	
                “Direct Claim” has the
      meaning ascribed thereto in Section
9.6;

              


      

       

      
        	
                 
      

              	
                (z)

              	
                “Director” means the
      Director appointed under Section 273 of the
Act;

              


      

       

      
        	
                 
      

              	
                (aa)

              	
                “Economic Interest” means
      a Person’s right to share in the income, gains, losses, deductions, credit
      or similar items of, and to receive distributions from, Excelaron, but
      does not include any other rights of a Member, including the right to vote
      or to participate in management;

              


      

       

      
        	
                 
      

              	
                (bb)

              	
                “Effective Date” means
      the effective date of the Amalgamation as set forth in the Certificate of
      Amalgamation;

              


      

       

      
        	
                 
      

              	
                (cc)

              	
                “Effective Time” means
      12:01 a.m. (Toronto time) on the Effective
Date;

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                “Encumbrances” means any
      charge, mortgage, lien, hypothec, pledge, claim, embargo, security
      interest, legal or conventional, moveable or immovable, specific or
      floating, whether created or arising by agreement, statute or otherwise,
      attaching to property, interests or rights, and shall be construed in the
      widest possible terms and principles known under applicable
      Laws;

              


      

       

      
        	
                 
      

              	
                (ee)

              	
                “Environmental Approvals”
      means all permits, certificates, licences, authorizations, consents,
      instructions, registrations, directions or approvals issued or required by
      any Government Authority pursuant to any Environmental
    Laws;

              


      

       

      
        	
                 
      

              	
                (ff)

              	
                “Environmental Condition”
      means the generation, discharge, emission or release into the environment
      (including, without limitation, ambient air, surface water, groundwater or
      land), spill, receiving, handling, use, storage, containment, treatment,
      transportation, shipment or disposition prior to the Effective Date of any
      Contaminants by any person in respect of which remedial action is required
      under any Environmental Laws or as to which any liability is currently or
      in the future imposed upon any person based upon the acts or omissions of
      any person prior to the Effective Date with respect to any Contaminants or
      reporting with respect thereto;

              


      

       

      
        	
                 
      

              	
                (gg)

              	
                “Environmental Laws”
      means all applicable Laws, including applicable common law and agreements
      with Government Authority, relating to the protection of the environment
      and employee and public health and safety, and includes Environmental
      Approvals;

              


      

       

      
        	
                 
      

              	
                (hh)

              	
                “Excelaron Assets” means
      all of Excelaron’s right, title, estate and interest in and to its
      property and assets, real and personal, moveable and immovable, of
      whatsoever nature and kind and wheresoever situate, including, without
      limiting the generality of the foregoing, the
  Project;

              


      

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                “Excelaron Business”
      means the process of developing oil leases that are located in the State
      of California;

              


      

       

      
        	
                 
      

              	
                (jj)

              	
                “Excelaron Financial
      Statements” means the audited financial statements of Excelaron as
      at and for the financial years ended December 31, 2006, 2007 and 2008,
      including the notes thereto and the report of Excelaron’s auditors
      thereon, and the unaudited interim financial statements of Excelaron as at
      and for the nine month period ended September 30, 2009, copies of which
      will form part of the Filing
Statement;

              


      

       

      
        	
                 
      

              	
                (kk)

              	
                “Excelaron Material
      Contracts” has the meaning ascribed thereto in Section
      4.2(38);

              


      

       

      
        	
                 
      

              	
                (ll)

              	
                “Excelaron Intellectual
      Property” means all registered or pending or common law
      intellectual property issued to or owned or held by Excelaron and used by
      it in carrying on the Excelaron Business including, without limiting the
      generality of the foregoing, all trade or brand names, business names,
      domain names, trade-marks (including logos), trade-mark registrations and
      applications, service marks, service mark registrations and applications,
      copyrights, copyright registrations and applications, issued patents and
      pending applications and other patent rights, industrial design
      registrations, pending applications and other industrial design rights,
      trade secrets, proprietary information and know-how, equipment and parts
      lists and descriptions, instruction manuals, inventions, inventors' notes,
      research data, blueprints, drawings and designs, formulae, processes,
      technology and other intellectual property issued to or owned or held by
      Excelaron or used by Excelaron in carrying on the Excelaron Business,
      together with all rights under licences, registered user agreements,
      technology transfer agreements and other agreements or instruments
      relating to any of the foregoing;

              


      

       

      
        	
                 
      

              	
                (mm)

              	
                “Filing Statement” means
      the filing statement of Vesta to be prepared in accordance with the Policy
      in connection with the Qualifying
Transaction;

              


      

       

      
        	
                 
      

              	
                (nn)

              	
                “Firmex Data Room” means
      the data room offered by Firmex Inc. and maintained by Aird & Berlis
      LLP in contemplation of the Qualifying Transaction, which data room, as of
      the date hereof, contains true and complete copies of those documents
      listed in Schedule “D” attached
hereto;

              


      

       

      
        	
                 
      

              	
                (oo)

              	
                “GAAP” means Canadian and
      United States generally accepted accounting principles, as the case may
      be;

              


      

       

      
        	
                 
      

              	
                (pp)

              	
                “Governing Documents”
      means, in respect of each of UHC, Vesta and Subco, its governing
      documents, including, as applicable, its certificate and articles of
      incorporation, as amended, and all similar articles, and its by-laws, as
      amended and means, in respect of Excelaron, its governing documents,
      including, as applicable, its Operating Agreement and any similar
      agreements, articles of organization, as amended, and all similar
      articles;

              


      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (qq)

              	
                “Government Authority”
      means any foreign, national, provincial, local or state government, any
      political subdivision or any governmental, judicial, public or statutory
      instrumentality, court, tribunal, agency (including those pertaining to
      health, safety or the environment), authority, body or entity, or other
      regulatory bureau, authority, body or entity having legal jurisdiction
      over the activity or Person in question and, for greater certainty,
      includes the TSXV;

              


      

       

      
        	
                 
      

              	
                (rr)

              	
                “Gross Overriding
      Royalty” or “GOR” means a 5%
      assignable gross overriding royalty on all amounts received, directly or
      indirectly, by Vesta that can be attributed to the Mogul Interest, the
      Barisan Interest and the UHC Initial
Interest;

              


      

       

      
        	
                 
      

              	
                (ss)

              	
                “in writing” means
      written information including documents, files, software, records and
      books made available, delivered or produced to one Approval Party by or on
      behalf of another Approval Party;

              


      

       

      
        	
                 
      

              	
                (tt)

              	
                “Indemnifiable Damages”
      has the meaning ascribed thereto in Section
9.1;

              


      

       

      
        	
                 
      

              	
                (uu)

              	
                “Indemnified Party” has
      the meaning ascribed thereto in Section
9.6;

              


      

       

      
        	
                 
      

              	
                (vv)

              	
                “Indemnifying Party” has
      the meaning ascribed thereto in Section
9.6;

              


      

       

      
        	
                 
      

              	
                (ww)

              	
                “Laws” means all laws,
      statutes, codes, ordinances, decrees, rules, regulations, by laws,
      statutory rules, principles of law, published policies, forms and
      guidelines, fee schedules, tariffs, judicial or arbitral or administrative
      or ministerial or departmental or regulatory judgments, orders,
      directives, decisions, rulings or awards, including general principles of
      common and civil law, and terms and conditions of any grant of approval,
      permission, authority or license of any Government Authority, statutory
      body (including the TSXV) or self regulatory authority, and the term
      “applicable” with respect to such Laws and in the context that refers to
      one or more Persons, means that such Laws apply to such Person or Persons
      or its or their business, undertaking, property or securities and emanate
      from a Government Authority (or any other Person) having jurisdiction over
      the aforesaid Person or Persons or its or their business, undertaking,
      property or securities;

              


      

       

      
        	
                 
      

              	
                (xx)

              	
                “Leases” has the meaning
      ascribed thereto in Section
4.2(35);

              


      

       

      
        	
                 
      

              	
                (yy)

              	
                “Material Adverse Change”
      means any change in the condition (financial or otherwise), operations,
      assets, liabilities or business of an Approval Party and its Subsidiaries
      (as applicable), considered as a whole, which is materially adverse to the
      business of such Approval Party, considered as a whole, other than a
      change:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                resulting
      from conditions affecting the industrial and environmental waste services
      and recycling and infrastructure industries as a
  whole;

              


      

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                resulting
      from general economic, financial, currency exchange, securities or
      commodity market conditions in Canada, the United States or elsewhere;
      or

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                change
      in generally applicable Laws or
GAAP;

              


      

       

      
        	
                 
      

              	
                (zz)

              	
                “material fact” has the
      meaning ascribed thereto in the Securities Act, as the same has been and
      may hereafter from time to time be
modified;

              


      

       

      
        	
                 
      

              	
                (aaa)

              	
                “Member” means a Person
      who owns or acquires a Membership Interest in Excelaron, from time to
      time, as permitted under the Operating
  Agreement;

              


      

       

      
        	
                 
      

              	
                (bbb)

              	
                “Membership Interest”
      means all of a Member’s rights in Excelaron, collectively, including, but
      not limited to, the Member’s Economic Interest, any right to vote or
      participate in management and any right to information concerning the
      business and affairs of Excelaron;

              


      

       

      
        	
                 
      

              	
                (ccc)

              	
                “Ministry” means the
      Ontario Ministry of Government
Services;

              


      

       

      
        	
                 
      

              	
                (ddd)

              	
                “misrepresentation” has
      the meaning ascribed thereto in the Securities Act, as the same has been
      and may hereafter from time to time be
modified;

              


      

       

      
        	
                 
      

              	
                (eee)

              	
                “Mogul Interest” means
      Mogul’s 40% Membership Interest in Excelaron pursuant to the Second
      Agreement, as amended by this Agreement, subject to adjustment in
      accordance with Section 4 of the Second
  Agreement;

              


      

       

      
        	
                 
      

              	
                (fff)

              	
                “Mogul Purchase Price”
      has the meaning ascribed thereto in Section
  2.1(b);

              


      

       

      
        	
                 
      

              	
                (ggg)

              	
                “Mogul Transaction” means
      the transaction described in Section
2.1;

              


      

       

      
        	
                 
      

              	
                (hhh)

              	
                “Operating Agreement”
      means the operating agreement among all the Members of Excelaron, as
      restated and amended from time to time providing for the governance of
      Excelaron and the conduct of its business, and to specify certain rights
      and obligations of the Members of
Excelaron;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                “Party” means each of
      UHC, Excelaron, Mogul, Barisan, AOC, WD and Vesta, and “Parties” means all of
      them;

              


      

       

      
        	
                 
      

              	
                (jjj)

              	
                “Permitted Encumbrances”
      means:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                liens
      for taxes not yet due or liens for taxes which are due but the validity of
      which are being contested in good faith by UHC, Excelaron or Vesta (as the
      case may be), provided that such party has provided security in the form
      of a security interest in assets which in the case of Excelaron or UHC, of
      Vesta, or in the case of Vesta, of UHC, acting reasonably, is sufficient
      to prevent any lien, charge or encumbrance being enforced against such
      party;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                assignments
      of insurance provided to landlords (or their mortgagees) pursuant to the
      terms of any lease of real property, and liens or rights reserved in any
      lease of real property for rent or for compliance with the terms of such
      lease;

              


      

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                security
      given in the ordinary course of business to any public utility,
      municipality or government or to any statutory or public authority in
      connection with the operations of the Excelaron Business or the UHC
      Business (as the case may be), other than security for borrowed money;
      and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                unregistered
      purchase money security interests arising under contracts for the supply
      of goods and materials entered into in the ordinary course of business
      which secure the unpaid balance of the purchase price for goods and/or
      materials purchased thereunder which are due and payable (and have been
      outstanding) for not more than sixty (60) days after delivery of the
      invoice therefor;

              


      

       

      
        	
                 
      

              	
                (kkk)

              	
                “Person” includes any
      individual, firm, partnership, joint venture, venture capital fund,
      association, trust, trustee, executor, administrator, legal personal
      representative, estate, group, body corporate, corporation, unincorporated
      association or organization, Government Authority, syndicate or other
      entity, whether or not having legal
status;

              


      

       

      
        	
                 
      

              	
                (lll)

              	
                “Personnel Obligations”
      means any obligations or liabilities of an Approval Party or any of its
      Subsidiaries to pay any amount to its or their officers, directors,
      employees and consultants, other than for salary, bonuses under its or
      their existing bonus arrangements and directors’ fees in the ordinary
      course, in each case in amounts consistent with historic practices and
      obligations or liabilities in respect of insurance or indemnification
      contemplated by this Agreement or arising in the ordinary and usual course
      of business and, without limiting the generality of the foregoing,
      Personnel Obligations shall include the obligations of such Approval Party
      or any of its Subsidiaries to directors, officers, employees and
      consultants:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                for
      payments on or in connection with any change in control of such Approval
      Party pursuant to any change in control agreements, policies or
      arrangements, including the payments specified herein;
  and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                for
      any special incentive bonus payments and
  commitments;

              


      

       

      
        	
                 
      

              	
                (mmm)

              	
                “Petroleum and Natural Gas
      Rights” means the entire right, title, estate and interest of
      Excelaron in and to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                rights
      (whether fee simple interests, leasehold interests or other interests) to
      drill for and produce, save and market Petroleum Substances from the
      Project;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                royalties,
      net profits interests and similar interests entitling the holder thereof
      to a share of the Petroleum Substances produced from Project or from lands
      pooled or unitized therewith or to a payment calculated by reference to
      the quantity of such production, the proceeds from the sale thereof or the
      profits therefrom; and

              


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (iii)

              	
                rights
      to acquire the foregoing;

              


      

       

      
        	
                 
      

              	
                (nnn)

              	
                “Petroleum Substances”
      means petroleum, natural gas and all related hydrocarbons, whether
      gaseous, liquid or solid, and any and all other substances that may be
      produced in association with them, whether hydrocarbons or
      not.

              


      

       

      
        	
                 
      

              	
                (ooo)

              	
                “Policy” means Policy 2.4
      – Capital Pool Companies of the
TSXV;

              


      

       

      
        	
                 
      

              	
                (ppp)

              	
                “Project” means the
      acreage leased by Excelaron in the Huasna Field, San Luis Obispo County,
      California, U.S.A., as depicted on Schedule C
  hereto;

              


      

       

      
        	
                 
      

              	
                (qqq)

              	
                “Public Information
      Record” means all press releases, material change reports,
      financial statements, prospectuses and all other documents filed by or on
      behalf of Vesta with the Securities Authorities in accordance with
      applicable Laws;

              


      

       

      
        	
                 
      

              	
                (rrr)

              	
                “Qualifying Transaction”
      means collectively: (i) the business combination described herein between
      Vesta and UHC wherein Vesta will acquire 100% of the issued and
      outstanding UHC Shares by way of a “three cornered” amalgamation; and (ii)
      the Mogul Transaction;

              


      

       

      
        	
                 
      

              	
                (sss)

              	
                “Qualifying Transaction
      Date” means the date the Qualifying Transaction is completed, such
      date being the later date of the dates on which the following shall have
      occurred: (i) the execution of the Assignment and Assumption Agreement;
      (ii) the issuance of the Certificate of Amalgamation giving effect to the
      Amalgamation; and (iii) receipt of the TSXV or TSX approval for the
      listing of the Vesta Shares issued to UHC and
  Mogul;

              


      

       

      
        	
                 
      

              	
                (ttt)

              	
                “Regulatory Approval”
      means any approval, consent, waiver, permit, order or exemption from any
      Government Authority having jurisdiction or authority over a Party or any
      Subsidiary of a Party which is required or advisable to be obtained in
      order to permit the Qualifying Transaction to be effected, including,
      without limitation, approval of the TSXV or TSX, as the case may be, to
      the listing of all Vesta Shares to be issued in connection with the
      Qualifying Transaction, and “Regulatory Approvals” means all such
      approvals, consents, waivers, permits, orders or
    exemptions;

              


      

       

      
        	
                 
      

              	
                (uuu)

              	
                “Reorganization” means
      all actions which Vesta determines, acting reasonably, may be necessary or
      desirable under the Operating Agreement in order to give effect to the
      Membership Interest holdings in Excelaron outlined in the recitals to this
      Agreement, including, without limiting the generality of the foregoing,
      the ratifying and rectifying past issuances and transfers of any
      Membership Interests;

              


      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (vvv)

              	
                “Reporting Jurisdictions”
      has the meaning ascribed thereto in Section
  4.5(11);

              


      

       

      
        	
                 
      

              	
                (www)

              	
                “Securities Act” means
      the Securities
      Act (Ontario) and the regulations thereunder, as from time to time
      amended or re-enacted;

              


      

       

      
        	
                 
      

              	
                (xxx)

              	
                “Securities Authorities”
      means the securities commissions in the Reporting Jurisdictions and the
      TSXV;

              


      

       

      
        	
                 
      

              	
                (yyy)

              	
                “Subco” means the company
      to be incorporated by Vesta pursuant to the laws of Ontario as a
      wholly-owned Subsidiary of Vesta;

              


      

       

      
        	
                 
      

              	
                (zzz)

              	
                “Subco Common Shares”
      means the common shares in the capital of
Subco;

              


      

       

      
        	
                 
      

              	
                (aaaa)

              	
                “Subsidiary” has the
      meaning ascribed thereto in the
Act;

              


      

       

      
        	
                 
      

              	
                (bbbb)

              	
                “Taxes” has the meaning
      ascribed thereto in Section
4.1(16);

              


      

       

      
        	
                 
      

              	
                (cccc)

              	
                “Third Party Claim” has
      the meaning ascribed thereto in Section
9.6;

              


      

       

      
        	
                 
      

              	
                (dddd)

              	
                “TSX” means the Toronto
      Stock Exchange;

              


      

       

      
        	
                 
      

              	
                (eeee)

              	
                “TSXV” means the TSX
      Venture Exchange;

              


      

       

      
        	
                 
      

              	
                (ffff)

              	
                “UHC Assets” means all of
      UHC’s right, title, estate and interest in and to its property and assets,
      real and personal, moveable and immovable, of whatsoever nature and kind
      and wheresoever situate, including, without limiting the generality of the
      foregoing, the UHC Initial
Interest;

              


      

       

      
        	
                 
      

              	
                (gggg)

              	
                “UHC Business” means the
      business of international oil and gas
  exploration;

              


      

       

      
        	
                 
      

              	
                (hhhh)

              	
                “UHC Contractual Escrow
      Agreements” means the escrow agreements to be entered into between
      Vesta and each UHC Shareholder providing for the deposit in escrow of all
      UHC Shares held by such UHC Shareholders prior to completion of the
      Barisan Transaction and the Closing of the UHC Financing to be released as
      follows: (i) 10% of such UHC Shares will be released on Closing; (ii) 40%
      of such UHC Shares on the 6th
      month anniversary of Closing; and (iii) all remaining such UHC Shares to
      be released on the 1 year anniversary of
  Closing;

              


      

       

      
        	
                 
      

              	
                (iiii)

              	
                “UHC Documents” has the
      meaning ascribed thereto in Section
4.1(2);

              


      

       

      
        	
                 
      

              	
                (jjjj)

              	
                “UHC Financial
      Statements” the audited financial statements of UHC as at and for
      the financial year ended December 31, 2008, including the notes thereto
      and the report of UHC’s auditors thereon, and the unaudited interim
      financial statements of UHC as at and for the nine month period ended
      September 30, 2009, copies of which will form part of the Filing
      Statement;

              


      

       

      
        	
                 
      

              	
                (kkkk)

              	
                “UHC Financing” means the
      brokered private placement offering and sale by UHC of a minimum of
      $4,000,000 and a maximum of $9,000,000 worth of UHC Shares at a price of
      $0.20 per UHC Share (being a minimum offering of 20,000,000 UHC Shares and
      a maximum offering of 45,000,000 UHC Shares), pursuant to certain
      subscription agreements between UHC and
  investors;

              


      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (llll)

              	
                “UHC Initial Interest”
      means (i) UHC’s 21% Membership Interest in Excelaron prior to giving
      effect to the Barisan Transaction, and (ii) UHC’s 25% Membership Interest
      after giving effect to the Barisan
Transaction;

              


      

       

      
        	
                 
      

              	
                (mmmm)

              	
                “UHC Intellectual
      Property” means all registered or pending or common law
      intellectual property issued to or owned or held by UHC and used by it in
      carrying on the UHC Business including, without limiting the generality of
      the foregoing, all trade or brand names, business names, domain names,
      trade-marks (including logos), trade-mark registrations and applications,
      service marks, service mark registrations and applications, copyrights,
      copyright registrations and applications, issued patents and pending
      applications and other patent rights, industrial design registrations,
      pending applications and other industrial design rights, trade secrets,
      proprietary information and know-how, equipment and parts lists and
      descriptions, instruction manuals, inventions, inventors' notes, research
      data, blueprints, drawings and designs, formulae, processes, technology
      and other intellectual property issued to or owned or held by UHC or used
      by UHC in carrying on the UHC Business, together with all rights under
      licences, registered user agreements, technology transfer agreements and
      other agreements or instruments relating to any of the
      foregoing;

              


      

       

      
        	
                 
      

              	
                (nnnn)

              	
                “UHC Material Contracts”
      has the meaning ascribed thereto in Section
  4.1(30);

              


      

       

      
        	
                 
      

              	
                (oooo)

              	
                “UHC Securityholder”
      means a registered holder of UHC Shares or UHC Warrants immediately prior
      to the filing of the Articles of
Amalgamation;

              


      

       

      
        	
                 
      

              	
                (pppp)

              	
                “UHC Shareholder” means a
      registered holder of UHC Shares prior to the completion of the Barisan
      Transaction and closing of the UHC
Financing;

              


      

       

      
        	
                 
      

              	
                (qqqq)

              	
                “UHC Shareholders’
      Approval” means the approval of the holders of the UHC Shares by
      way of a special meeting of, or unanimous written consent by, the holders
      of UHC Shares to approve the Amalgamation and certain other related
      matters;

              


      

       

      
        	
                 
      

              	
                (rrrr)

              	
                “UHC Shares” means common
      shares in the capital of UHC, as presently constituted on the date hereof,
      and “UHC Share”
      means any one of the UHC Shares;

              


      

       

      
        	
                 
      

              	
                (ssss)

              	
                “UHC Warrants” means the
      compensation options to be issued to the Agents to purchase 8% of the
      number UHC Shares sold to investors pursuant to the UHC Financing, at an
      exercise price of $0.20 per UHC Share, for a period of two (2) years from
      the Closing, as adjusted for any exercise after the date
      hereof;

              


      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (tttt)

              	
                “Vesta 3G Loan” means the
      loan owing from 3G Solar, Ltd. to Vesta, which as of the date hereof, is
      in the amount of $225,000;

              


      

       

      
        	
                 
      

              	
                (uuuu)

              	
                “Vesta Assets” means
      cash, which cash as of the date hereof is equal to approximately $117,862
      and the Vesta 3G Loan;

              


      

       

      
        	
                 
      

              	
                (vvvv)

              	
                Vesta Agent’s Options”
      means the 200,000 outstanding options of Vesta, as adjusted for any
      exercise after the date hereof, granted to Canaccord Capital Corporation,
      the agent in Vesta’s initial public offering, each entitling the holder to
      purchase one (1) Vesta Share at an exercise price of $0.20 per Vesta Share
      until the close of business on July 29, 2010, in accordance with their
      terms;

              


      

       

      
        	
                 
      

              	
                (wwww)

              	
                “Vesta UHC Replacement
      Warrants” means the warrants of Vesta to be issued in replacement
      of the UHC Warrants, as adjusted for any exercise after the date hereof,
      each entitling the holder to purchase such number of Vesta Shares as is
      equal to the number of UHC Shares issuable pursuant to the UHC Warrants
      immediately prior to the Closing at an identical exercise price
      exercisable until the expiry date first stipulated on the UHC
      Warrant;

              


      

       

      
        	
                 
      

              	
                (xxxx)

              	
                “Vesta Financial
      Statements” means the audited financial statements of Vesta as at
      and for the financial year ended December 31, 2008, including the notes
      thereto and the report of Vesta’s auditors thereon, and the unaudited
      interim financial statements of Vesta as at and for the nine month period
      ended September 30, 2009, copies of which will form part of the Filing
      Statement;

              


      

       

      
        	
                 
      

              	
                (yyyy)

              	
                “Vesta Meeting” has the
      meaning ascribed thereto in Section
2.4(5);

              


      

       

      
        	
                 
      

              	
                (zzzz)

              	
                “Vesta Plan Options”
      means options to purchase Vesta Shares granted to directors, officers and
      consultants of Vesta from time to time, pursuant to and in compliance with
      Vesta’s current stock option plan;

              


      

       

      
        	
                 
      

              	
                (aaaaa)

              	
                “Vesta Shareholder” means
      a registered holder of Vesta Shares from time to time, and “Vesta Shareholders”
      means all of such holders; and

              


      

       

      
        	
                 
      

              	
                (bbbbb)

              	
                “Vesta Shares” means the
      common shares in the capital of Vesta, as presently constituted on the
      date hereof, and “Vesta
      Share” means any one of the Vesta
Shares.

              


      

       

      
        	
                1.2

              	
                Singular,
      Plural, etc.

              


      

       

      Words
importing the singular number include the plural and vice versa and words
importing gender include all genders.

      
         

      

      
        	
                1.3

              	
                Currency

              


      

       

      In the absence of a specific
designation of any currency, any undescribed dollar amount herein shall be
deemed to refer to Canadian dollars.


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        	
                1.4

              	
                Headings,
      etc.

              


      

       

      The
division of this Agreement into Articles and Sections, the provision of a table
of contents hereto and the insertion of the recitals and headings are for
convenience of reference only and shall not affect the construction or
interpretation of this Agreement and, unless otherwise stated, all references in
this Agreement to Articles and Sections refer to Articles and Sections of and to
this Agreement in which such reference is made.

      


      
        	
                1.5

              	
                Date
      for any Action

              


      

       

      In the
event that any date on which any action is required to be taken hereunder by any
of the Parties hereunder is not a Business Day, such action shall be required to
be taken on the next succeeding day that is a Business Day.

      


      
        	
                1.6

              	
                Governing
      Law

              


      

       

      Other
than Section 1.11 of this Agreement, 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, without giving
effect to the principles of conflict of laws thereof. Each Party hereto
irrevocably attorns to the non-exclusive jurisdiction of the courts of the
Province of Ontario for disputes involving such provisions.

      Section
1.11 of this Agreement shall be governed in all respects, including validity,
interpretation and effect, by the Laws of the State of California, without
giving effect to the principles of conflict of laws thereof. Each Party hereto
irrevocably attorns to the non-exclusive jurisdiction of the courts of the State
of California for disputes involving Section 1.11 of this
Agreement.

      


      
        	
                1.7

              	
                Attornment

              


      

       

      Except as
provided in Section 1.6, the Parties hereby irrevocably and unconditionally
consent to and submit to the courts of the Province of Ontario for any actions,
suits or proceedings arising out of or relating to this Agreement or the matters
contemplated hereby (and agree not to commence any action, suit or proceeding
relating thereto except in such courts) and further agree that service of any
process, summons, notice or document by single registered mail to the addresses
of the Parties set forth in this Agreement shall be effective service of process
for any action, suit or proceeding brought against any Party in such court. The
Parties hereby irrevocably and unconditionally waive any objection to the laying
of venue of any action, suit or proceeding arising out of this Agreement or the
matters contemplated hereby in the courts of the Province of Ontario and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such action, suit or proceeding so brought has been
brought in an inconvenient forum.

      


      
        	
                1.8

              	
                Knowledge

              


      

       

      Any
reference herein to “the best knowledge” of a Party will be deemed to mean the
actual knowledge of the directors and executive officers of such
Party.

      


      
        	
                1.9

              	
                Entire
      Agreement

              


      

       

      This
Agreement constitutes the entire agreement among the Parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether oral or written, among the Parties with
respect to the subject matter hereof, (including, without limitation, the letter
of intent dated September 21, 2009 among Vesta, UHC, Mogul and Barisan, as
amended). The Schedules attached to this Agreement form an integral part of this
Agreement.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        	
                1.10

              	
                Schedules

              


      

       

      The
following Schedules are attached to and form an integral part of this
Agreement:

       

      
        Schedule
A – First Agreement

      

      
        Schedule
B – Second Agreement

      

      
        Schedule
C – Project

      

      
        Schedule
D – Firmex Data Room

      

      
        Schedule
4.1(5) - Joint Ventures (UHC)

      

      
        Schedule
4.1(32) - UHC Material Contracts

      

      
        Schedule
4.1(34) - UHC Intellectual Property

      

      
        Schedule
4.1(36) - Employment Matters (UHC)

      

      
        Schedule
4.5(47) – Material Contracts (Vesta)

      

      
      

       

      
        	
                1.11

              	
                Amendment
      to Second Agreement

              


      

       

      Excelaron, Mogul, AOC, Barisan and UHC and
hereby agree:

       

      
        	
                (1)

              	
                that
      all references to “Australian Oil Company #2 Ltd.”,  “Australian
      Oil No. 2 Pty Limited”, “Australian Oil Company No. 2 Limited” and “AOC”
      in the Second Agreement shall be deleted and replaced with “Australian Oil
      Company Limited”;

              


      

       

      
        	
                (2)

              	
                that Clause 2 of the
      Second Agreement is hereby amended by deleting subsections (a) through
      (e), inclusive, and replacing such subsections as
  follows:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                US$425,000
      prior to December 20, 2009;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                subject
      to subclause (c) of Clause 2 below, US$1,075,000 concurrently with the
      closing of a qualifying transaction among, among others, Excelaron and
      Barisan;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                in
      the event that the Company provides either Mogul or UHC with a written
      request for additional funds prior to the closing of a qualifying
      transaction between, among others, Excelaron and Barisan, Mogul and/or UHC
      shall fund the Company with such requested amount up to a maximum of
      US$450,000 within ten business days of the receipt of such written notice
      from the Company and any such funding by either Mogul and/or UHC shall
      reduce the US$1,075,000 referred to in subclause (d) of Clause 2 above by
      an equal dollar amount. In the event that UHC funds some or all of any
      US$450,000 requested by the Company, Mogul agrees to advance UHC up to
      US$450,000 for the purposes of funding the Company’s request for funding
      and the entire amount advanced by Mogul shall be repaid by UHC to Mogul
      without interest thereon concurrently with the closing of the financing of
      UHC associated with the qualifying transaction among, among others,
      Excelaron and Barisan;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                US$800,000
      on that day which is determined in accordance with Clause 5 of this
      Agreement.

              


      

       

      
        	
                (3)

              	
                that
      Clause 3 of the Second Agreement is hereby amended by deleting the last
      sentence of such section in full and replacing such sentence with the
      following:

              


      

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      The
Parties will use their best endeavours to achieve contract completion by not
later than January 29, 2010.

       

      
        	
                (4)

              	
                that
      Clause 5 of the Second Agreement is hereby amended by deleting such
      section in full and replacing such section with the
    following:

              


      

       

      The
payment of the third instalment as set out in subclause (d) of Clause 2 of this
Agreement may be delayed to the extent that the Company does not secure
Conditional User Permit(s) for the planned operations for the California
Leases.

       

      
        	
                (5)

              	
                that
      Clause 6 of the Second Agreement is hereby amended by deleting such
      section in full and replacing such section with the
    following:

              


      

       

      The
Company will apply some or all of Mogul’s Capital Contribution paid in
accordance with Clause 2 to repay a portion of the member loan owing by the
Company to Australian Oil Company Limited, which amount was equal to A$456,878
as at December 31, 2009, and to repay a portion of the outstanding management
fees owing by the Company to Australian Oil Company Limited, which amount was
equal to US$110,000 as at December 31, 2009.  The balance of the
Capital Contribution subscribed by Mogul pursuant to this Agreement, if any,
will be applied towards the budgeted operating expenses.

       

      
        	
                (6)

              	
                that
      Clause 8 of the Second Agreement is hereby amended by deleting such Clause
      in full and replacing such Clause with the
  following:

              


      

       

      Upon
payment by Mogul (or any assignee of Mogul’s obligation to make the US$800,000
payment contemplated by Clause 2(c) under this Agreement) of the three
instalments of Capital Contributions pursuant to Clause 2 of this Agreement, and
Mogul’s satisfaction of all other requirements of the Operating Agreement and
execution thereof, the Members’ Percentage Interests of all Members shall be as
follows:

       

      
        	
                Barisan

              	
                4%

              
	
                UHC

              	
                21%

              
	
                AOC

              	
                35%

              
	
                Mogul

              	
                40%
      (Subject to the terms of the Second
Agreement)

              


      

       

      At such
time the Managers shall prepare a revised Schedule “B’ to the Operating
Agreement reporting the above changes to the Members’ Percentage Interests made
in accordance with the table above, or should the provisions of Clause 4(c)
apply, amended in accordance with the application of that Clause.

       

      
        	
                (7)

              	
                each
      of Excelaron, AOC, Mogul, UHC and Barisan hereby acknowledge and agree
      that, prior to the repayment of any amount of any member loan owing by
      Excelaron to AOC and prior to the repayment of any amount of any
      management fees owing by Excelaron to AOC, as at December 31, 2009, the
      outstanding member loan owing by Excelaron to AOC will be A$456,878 and
      the outstanding management fees owing by the Company to AOC will be
      US$110,000;

              


      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                (8)

              	
                Excelaron
      hereby acknowledges and confirms receipt to each of AOC, Mogul, UHC and
      Barisan of an aggregate of US$425,000, which amount was paid by Mogul in
      accordance with the terms of Clause 2(a) of the Second Agreement, as
      amended by this Agreement; and

              


      

       

      
        	
                (9)

              	
                in
      the event that Excelaron provides either Mogul or UHC with a written
      request for additional funds prior to the Closing of the Qualifying
      Transaction, Mogul and/or UHC shall fund Excelaron with such requested
      amount up to a maximum of US$450,000 within ten Business Days of the
      receipt of such written notice from Excelaron and any such funding by
      either Mogul and/or UHC shall reduce the US$1,075,000 referred to in
      subclause (d) of Clause 2 of the Second Agreement by an equal dollar
      amount. In the event that UHC funds some or all of any US$450,000
      requested by Excelaron, Mogul agrees to advance UHC up to US$450,000 for
      the purposes of funding Excelaron’s request for funding and the entire
      amount advanced by Mogul shall be repaid by UHC to Mogul without interest
      thereon concurrently with the closing of the UHC
  Financing.

              


      

       

      ARTICLE
2

      THE
QUALIFYING TRANSACTION

       

      
        	
                2.1

              	
                Mogul
      Transaction

              


      

       

      Each of
Vesta and Mogul agrees, unless such steps have already been completed, that as
soon as reasonably commercially practicable or advisable after the date hereof
or at such other time as is specifically indicated below in this Section 2.1,
and subject to the terms and conditions of this Agreement and receipt of all
shareholder and Regulatory Approvals, it shall take the following steps
indicated for it:

      


      
        	
                 
      

              	
                (a)

              	
                subject
      to the terms and conditions herein, Vesta agrees to purchase and the Mogul
      agrees to sell, assign and transfer to Vesta, the Mogul Interest and Vesta
      agrees to satisfy all other obligations of Mogul relating to the Mogul
      Interest as set out in the Second Agreement and as amended by this
      Agreement outstanding at the Closing (the “Mogul Purchase Price”)
      through the issuance of 38,500,000 Vesta Shares to Mogul, at a deemed
      price of $0.20 per share;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                at
      the Closing, Vesta shall pay the Mogul Purchase Price to Mogul by causing
      its registrar and transfer agent to issue a certificate representing
      38,500,000 Vesta Shares to Mogul, such certificates to have all legends
      and notations required by applicable securities laws and the TSXV, against
      delivery by Mogul of the Assignment and Assumption
    Agreement;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                other
      than in connection with the Mogul Interest, which for greater certainty
      includes the assumption by Vesta of its obligations in respect of the GOR,
      Vesta does not agree to accept or assume, and shall not by this Agreement
      be deemed to have accepted or assumed, any obligation or responsibility
      for the payment of any debt, obligation, liability, claim or demand
      absolute or contingent, of whatsoever nature of or against Mogul, except
      for payment of the Mogul Purchase Price and except as otherwise
      specifically set forth above and herein;
and

              


      

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                each
      of AOC, UHC and Barisan hereby consent to the transactions set forth in
      subparagraph (a) of this Section
2.1.

              


      

       

      
        	
                2.2

              	
                Amalgamation

              


      

       

      Each of
Vesta and UHC agrees, unless such steps have already been completed, that as
soon as reasonably commercially practicable or advisable after the date hereof
or at such other time as is specifically indicated below in this Section 2.2,
and subject to the terms and conditions of this Agreement and receipt of all
shareholder and Regulatory Approvals, it shall take the following steps
indicated for it:

      


      
        	
                 
      

              	
                (a)

              	
                Vesta
      shall incorporate Subco, with articles and by-laws to be in form
      satisfactory to UHC, acting reasonably, and Vesta shall subscribe for one
      (1) Subco Common Share at a subscription price of
  $1.00;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                UHC
      and Subco shall amalgamate by way of statutory amalgamation under the Act
      on the terms and subject to the conditions contained in this Agreement and
      the Amalgamation Agreement and Vesta hereby covenants and agrees to issue
      the Vesta Shares required to be issued in connection with the
      Amalgamation;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Vesta
      shall cause the Articles of Amalgamation to be filed to effect the
      Amalgamation, under which UHC and Subco will amalgamate and continue as
      Amalco. Under the Amalgamation:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                each
      UHC Share (including UHC Shares issued to Barisan in connection with the
      Barisan Transaction and UHC Shares issued in connection with the UHC
      Financing) shall be exchanged for an equal number of fully paid and
      non-assessable Vesta Shares and the UHC Shares thus exchanged shall be
      cancelled;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Subco Common Share will be cancelled and replaced by one (1) Amalco Common
      Share;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                each
      UHC Warrant shall be replaced with an equal number of Vesta UHC
      Replacement Warrants;

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                as
      consideration for the issuance of the Vesta Shares to effect the
      Amalgamation, Amalco will issue to Vesta one (1) Amalco Common Share for
      each Vesta Share issued to holders of UHC
  Shares;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                all
      of the property and assets of each of Subco and UHC will be the property
      and assets of Amalco and Amalco will be liable for all of the liabilities
      and obligations of each of Subco and UHC;
and

              


      

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (vi)

              	
                Amalco
      will be a direct wholly-owned Subsidiary of
  Vesta;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                at
      the Effective Time, Vesta shall issue or cause its registrar and transfer
      agent to issue certificates representing the appropriate number of Vesta
      Shares and Vesta UHC Replacement Warrants, such certificates to have all
      legends and notations required by applicable securities laws and the TSXV,
      to the former UHC Securityholders against delivery by the UHC
      Securityholders of certificates representing their UHC Shares and UHC
      Warrants.  Any fractional Vesta Shares or Vesta UHC Replacement
      Warrants which are issuable or deliverable to any UHC Securityholder
      pursuant to this Section 2.2 will be rounded up to the next whole
      number;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                it
      is the understanding of the Parties that the holders of UHC Shares
      immediately prior to the Effective Time (including UHC Shares issued in
      connection with the UHC Financing) shall collectively be issued that
      number of Vesta Shares as are equal to the number of UHC Shares which are
      issued in connection with the UHC Financing pro rata on a
      one-for-one basis;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      Parties hereby acknowledge and agree that upon the Closing, Harold Wolkin,
      Lawrence Freedman and Richard Patricio shall each resign as directors of
      Vesta and the board of directors of Vesta shall be constituted as
      follows:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                John
      Masters;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Dr.
      Arthur Halleran;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Daniel
      Bloch; and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Frank
      Bellotti;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                the
      Parties further acknowledge that upon the Closing: (i) John Masters shall
      act as Chairman of the board of directors of Vesta; (ii) Dr. Arthur
      Halleran shall act as the Chief Executive Officer of Vesta; (iii) Frank
      Bellotti shall act as the Chief Financial Officer of Vesta; and (iv)
      Daniel Bloch shall act as the Corporate Secretary of Vesta; and each of
      AOC, Barisan and Mogul hereby consent to the transactions set forth in
      subparagraph (b) of this Section
2.2.

              


      

       

      
        	
                2.3

              	
                Further
      Assurances

              


      

       

      Each of
the Parties covenants and agrees that it shall take any other action and do
anything, including the execution of any other agreements, documents or
instruments, that are necessary, desirable or useful to give effect to the steps
in the Qualifying Transaction which are outlined in Sections 2.1 or 2.2,
provided further that nothing in this Agreement shall prevent or limit the
ability of the officers, directors or managers of any of the Parties to fulfill
their fiduciary or statutory duties.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      


      
        	
                2.4

              	
                Implementation
      Covenants

              


      

       

      
        	
                (1)

              	
                Filing Statement. Vesta,
      with the assistance of UHC, Excelaron, Barisan and Mogul, with respect to
      the portions of the Filing Statement related to such parties, covenants
      and agrees to use commercially reasonable best efforts to prepare and
      finalize the Filing Statement, together with any other documents required
      by applicable securities and corporate Laws in connection with the
      Qualifying Transaction, and Vesta shall cause the Filing Statement to be
      filed as required by applicable Laws as soon as reasonably practicable,
      provided that the Filing Statement and other documentation required in
      connection with the Qualifying Transaction shall be filed only with UHC’s
      and Excelaron’s prior written consent (in connection with the Filing
      Statement, such consent shall be evidenced, in each case, by a fully
      executed certificate page).

              


      

       

      
        	
                (2)

              	
                Listing. Vesta covenants
      and agrees to use its commercially reasonable efforts to have the issuance
      of all the Vesta Shares issuable pursuant to, or as a consequence of, the
      Qualifying Transaction accepted by the TSXV or the TSX, as applicable,
      which shall include all applicable escrow arrangements required by the
      TSXV. In that regard, Vesta shall provide UHC and Mogul with all
      communications sent to or received from the TSXV or the TSX, as the case
      may be, or any Securities Authorities in connection with the Qualifying
      Transaction.

              


      

       

      
        	
                (3)

              	
                Preparation of Filings.
      Each of the Parties shall cooperate in the preparation of all applications
      for all approvals and the preparation of any other documents and taking of
      all actions reasonably deemed by any of them, to be necessary to discharge
      their respective obligations under applicable Laws in connection with the
      UHC Financing (including entering into an Agency Agreement with the Agents
      who shall require the Approval Parties to make certain representations and
      warranties and provide certain covenants) and in connection with each step
      of the Qualifying Transaction and all other matters contemplated in the
      Filing Statement and this Agreement. In this
  regard:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                each
      of the Parties covenants and agrees to furnish to each of the other
      Parties all such information concerning it and its shareholders (and in
      the case of Vesta, also concerning Subco), as may be required to effect
      the Qualifying Transaction (including, without limiting the generality of
      the foregoing, with respect to any actions which may be necessary or
      desirable to properly reflect the Membership Interests to be held as
      provided in this Agreement following the completion of the Qualifying
      Transaction) and in addition the actions described in this Article 2. Each
      of the Parties covenants and agrees that no information furnished by it in
      connection with such actions or otherwise in connection with the
      consummation of the Qualifying Transaction, including in respect of the
      Filing Statement, will, to the best of its knowledge, contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated in any such document or necessary in order to make any
      information so furnished for use in any such document not misleading in
      the light of the circumstances in which it is furnished or to be used;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                each
      of the Parties covenants and agrees to promptly notify each of the other
      Parties if at any time before the Qualifying Transaction Date it becomes
      aware that the Filing Statement contains any untrue statement of a
      material fact or omits to state a material fact required to be stated
      therein or necessary to make the statements contained therein not
      misleading in light of the circumstances in which they are made, or that
      otherwise requires an amendment or supplement to the Filing Statement. In
      any such event, each of the Parties covenants and agrees to cooperate in
      the preparation of a supplement or amendment to the Filing Statement, as
      required and as the case may be, and, if required, shall cause the same to
      be distributed to Vesta Shareholders, UHC Securityholders and/or filed
      with the Securities Authorities.

              


      

       

      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      
        	
                (4)

              	
                Amalgamation Agreement.
      Vesta, Subco and UHC hereby acknowledge that the form of Amalgamation
      Agreement required to be entered into pursuant to the Act shall be entered
      into by each of Vesta, Subco and UHC, each acting reasonably. Subco shall,
      subject to the terms and conditions of this Agreement and subject to and
      following the receipt of all Regulatory Approvals, deliver to UHC the duly
      executed Articles of Amalgamation and related documents which will be
      filed by Vesta with the Ministry.

              


      

       

      
        	
                (5)

              	
                Vesta Meeting. Vesta
      hereby covenants and agrees, subject to obtaining all Regulatory
      Approvals, to as soon as reasonably practicable following the Closing
      convene a special meeting of the holders of Vesta Shares (the “Vesta Meeting”) for the
      purposes of: (i) fixing the number of Vesta directors at five (5); (ii)
      electing the slate of directors set forth in Section 2.2(f) together with
      another nominee to be approved by Mogul in its sole discretion, subject to
      the completion of the Qualifying Transaction and provided that the TSXV
      does not object to such nominations and such individuals are eligible to
      act as directors pursuant to applicable Laws and the policies of the TSXV;
      (iii) changing the name of Vesta to “United Hunter Oil and Gas Corp.” or
      such other name as is mutually agreed to by the Approval Parties, acting
      reasonably; and (iv) such other items of special business as Vesta
      decides. Vesta further covenants to solicit proxies to be voted at the
      Vesta Meeting in favour of the approval of such matters and conduct the
      Vesta Meeting in accordance with the by-laws of Vesta and as otherwise may
      be required by Law and to make all necessary arrangements for the mailing,
      and mail to the Vesta Shareholders a management information circular and
      any other required documentation in connection with the Vesta Meeting in
      accordance with applicable Laws. Notwithstanding the foregoing, all rights
      and obligations of the entity defined as Vesta under this Agreement shall
      continue in full force and effect regardless of any change in the name of
      the entity, and all references to “Vesta” contained in this Agreement
      shall refer to the entity under the new
name.

              


      

       

      
        	
                (6)

              	
                Mogul Interest Payments and
      Amendment of Operating Agreement.  Each of the Parties
      hereto covenants and agrees that at Closing, each of them shall they shall
      execute and deliver such further directions, consents or further
      documentation as may be necessary
to:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                transfer
      US$1,075,000 of the proceeds of the UHC Financing to Vesta to permit Vesta
      to pay US$1,075,000 to Excelaron as required by Section 2(b) of the Second
      Agreement, as amended by Section 1.11 of this
  Agreement;

              


      

       

      
        
           


        

        
          22

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (ii)

              	
                amend
      the Operating Agreement to substitute Vesta in place of Mogul therefor,
      and to substitute Amalco in place of UHC and Barisan
    therefor;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                amend
      Exhibit B of the Operating Agreement to reflect the following Membership
      Interests:

              


      

       

      
        	
                Vesta

              	
                40%

              
	
                Amalco

              	
                25%

              
	
                AOC

              	
                35%

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                have
      Vesta (for itself and, to the extent applicable, for each of Subco and
      Amalco) acknowledge the potential reduction to the Mogul Interest provided
      in Section 4 of the Second
Agreement;

              


      

       

      
        	
                 
      

              	
                (v)

              	
                to
      amend the Operating Agreement in accordance with Schedule A to the Second
      Agreement substituting Vesta in place of Mogul therefore or in any other
      manner as agreed to among AOC, Amalco, UHC and Vesta;
  and

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                the
      Parties shall each execute and deliver the amendments to the Operating
      Agreement required by this Section 2.4 and as otherwise provided in this
      Agreement.

              


      

       

      
        	
                (7)

              	
                Additional Deliveries by Vesta
      at Closing. In addition to all other documents required hereunder
      to be delivered by Vesta to complete the Qualifying Transaction, Vesta
      shall deliver to UHC, Barisan and Mogul at
  Closing:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      certificate of status of Vesta;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      certificate of status of Subco;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a
      certified copy of the resolutions passed by the board of directors of
      Vesta approving this Agreement and the transactions contemplated
      hereby;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                a
      certified copy of the resolution passed by the board of directors of Subco
      approving the Amalgamation
Agreement;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                evidence
      that Vesta is a reporting issuer in the Reporting Jurisdictions and is not
      in default of any of the provisions
therein;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                an
      executed amended Operating Agreement and an amended and restated Second
      Agreement as contemplated by the terms of this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                certificates
      of the President and Chief Executive Officer of Vesta or another officer
      satisfactory to UHC, Barisan and Mogul pursuant to Sections 8.2(1)(b),
      8.3(1)(b) and 8.4(1)(b) hereof; and

              


      

       

      
        	
                 
      

              	
                (h)

              	
                corporate,
      securities and enforceability opinions, including first trade opinions
      under Canadian securities laws, in a form satisfactory to counsel for UHC,
      Mogul and Barisan, acting
reasonably.

              


      

       

      
        
           


        

        
          23

          
            

          

        

        
           


        

      


      
        	
                (8)

              	
                Additional Deliveries by UHC,
      Barisan, Mogul, AOC and Excelaron at Closing. In addition to all
      other documents required hereunder to be delivered to Vesta to complete
      the Qualifying Transaction, UHC, Barisan, Mogul, AOC and Excelaron (as the
      case may be) shall deliver to Vesta at
Closing:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                a
      certificate of status or the equivalent of UHC, Barisan, Mogul, AOC and
      Excelaron in the jurisdiction of each entity’s incorporation or
      organization;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                a
      certified copy of the resolutions passed by the boards of directors of
      each of UHC, Barisan, Mogul, and AOC and the managers of Excelaron
      approving this Agreement as well as the consummation of the transactions
      contemplated hereby;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                a
      certified copy of the resolutions passed by the holders of UHC Shares in
      respect of the UHC Shareholders’
Approval;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                an
      executed amended Operating Agreement and an amended and restated Second
      Agreement as contemplated by the terms of this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                a
      certificate of the President and Chief Executive Officer, or the
      equivalent, of each of UHC, Excelaron, Barisan, AOC and Mogul and in the
      case of Excelaron a duly appointed and authorized manager, or another
      officer satisfactory to Vesta, pursuant to Section 8.5(1);
    and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                in
      the case of Excelaron, Barisan, Mogul and UHC, corporate, securities and
      enforceability opinions (including non-Canadian securities opinions
      addressing the distribution of securities to parties residing outside of
      Canada), in a form satisfactory to Vesta’s counsel acting reasonably,
      including, without limitation, legal opinions confirming the due
      formation, existence and corporate authority of each of UHC, Barisan,
      Mogul and Excelaron and, in the case of Excelaron, an opinion from US
      legal counsel that (i) Amalco is the registered and beneficial owner of a
      25% Membership Interest; (ii) Vesta is the registered and beneficial owner
      of a 40% Membership Interest; (iii) AOC is the owner of a 35% Membership
      Interest and; (iv) that all Membership Interests issued or transferred in
      the past were and the current Membership Interests are, validly issued or
      transferred as applicable, in accordance with applicable law, the
      constating documents of Excelaron and the Operating Agreement; and (v)
      that Excelaron has valid legal title to the Project free of any registered
      encumbrances.

              


      

       

      
        	
                (9)

              	
                Additional Deliveries by
      Excelaron and Mogul at Closing. Subject to the fulfillment of all
      of the terms and conditions hereof (unless waived as herein provided), at
      the Closing, each of Excelaron and Mogul covenant and agree to deliver to
      Vesta, an Assignment and Assumption Agreement, effective as of the
      Closing, in respect of the Mogul Interest, in such form as Vesta and Mogul
      shall approve, each acting reasonably, duly executed by Excelaron. Mogul
      and Vesta together with such other documentation as is contemplated herein
      or as may be reasonably required.

              


      

       

      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      
        	
                2.5

              	
                Vesta
      Acknowledgment

              


      

       

      Vesta
acknowledges and confirms that upon completion of the Qualifying Transaction on
the terms and conditions contained in this Agreement, the right of first refusal
referred to in paragraph 7 of the engagement letter dated September 28,
2009 among UHC,
Vesta and Fraser Mackenzie Limited (or as may be superseded by any further
written agreement between the parties to engagement letter) shall be a binding
obligation of Vesta.


       

      ARTICLE
3

      PUBLICITY

       

      
        	
                3.1

              	
                Publicity

              


      

       

      So long
as this Agreement is in effect, the Approval Parties shall advise, consult,
cooperate with each other prior to issuing, or permitting any of their
directors, officers, employees or agents to issue, any press release or other
written public or private statement to the press with respect to this Agreement
and the Qualifying Transaction contemplated hereby from the date hereof until
the Qualifying Transaction Date. No Party shall issue any such press release or
make any such written public or private statement prior to such consultation,
except as may be required by applicable Law or by obligations pursuant to any
listing agreement with a stock exchange and only after using its reasonable
efforts to consult with the Approval Parties taking into account the time
constraints to which it is subject as a result of such Law or
obligation.

       

      ARTICLE
4

      REPRESENTATIONS
AND WARRANTIES

       

      
        	
                4.1

              	
                Representations
      and Warranties of UHC

              


      

       

      UHC
represents and warrants as follows to Vesta and acknowledges and agrees that
Vesta is relying upon the representations and warranties as
follows:

      


      
        	
                (1)

              	
                UHC
      has been duly incorporated and is validly existing under the Laws of the
      Province of Ontario and is current and up-to-date and in compliance with
      all filings required to be made by it in
  Ontario;

              


      

       

      
        	
                (2)

              	
                UHC
      has full corporate power, capacity and authority to undertake all steps of
      the Qualifying Transaction and the Reorganization required by it as
      contemplated in this Agreement, the Barisan Agreement and the Amalgamation
      Agreement (collectively, the “UHC Documents”) and to
      carry out its obligations under the UHC Documents and the
      Reorganization;

              


      

       

      
        	
                (3)

              	
                The
      execution and delivery of the UHC Documents and the consummation by UHC of
      the transactions contemplated thereby has been duly authorized by its
      board of directors and no other corporate proceedings on its part are or
      will be necessary to authorize the UHC Documents and the transactions
      contemplated thereby;

              


      

       

      
        	
                (4)

              	
                The
      authorized capital of UHC consists of an unlimited number of UHC Shares,
      of which, as of the date hereof there are 22,500,000 UHC Shares issued and
      outstanding.  Other than in connection with the Barisan
      Transaction, the UHC Financing and the 22,500,000 UHC Shares issued and
      outstanding as of the day hereof, there will not be any outstanding
      subscriptions, options, rights, warrants or other agreements or
      commitments obligating, potentially or otherwise, UHC to sell or issue any
      additional shares or securities of any class of UHC or any securities
      convertible into any shares of any class of UHC.  All issued UHC
      Shares have or will be at the Effective Time, duly authorized, validly
      allotted and issued as fully paid, non-assessable shares in the share
      capital of UHC, and issued in compliance with all applicable corporate and
      securities laws. Other than as contemplated by the UHC Financing or
      otherwise as disclosed herein, UHC is not party to and has not granted and
      shall not grant any agreement, warrant, option or right or privilege
      capable of becoming an agreement, for the purchase, subscription or
      issuance of any UHC Shares or securities convertible into or exchangeable
      for UHC Shares;

              


      

       

      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      
        	
                (5)

              	
                Except
      as disclosed herein and in Schedule 4.1(5) attached hereto, UHC is not a
      partner, co-tenant, joint venturer or otherwise a participant in any
      partnership, joint venture, co-tenancy or other similarly joint owned
      business;

              


      

       

      
        	
                (6)

              	
                Except
      as provided in the Operating Agreement, a true (other than the list of
      members attached thereto) and complete copy of which has been provided to
      Vesta, no person, any outstanding subscriptions, options, rights, warrants
      or other agreements or commitments obligating, potentially or otherwise,
      UHC to sell, encumber or transfer or otherwise dispose of the UHC Initial
      Interest (in whole or in part) or any rights of UHC arising from or in
      connection with the Initial UHC Interest and except as specifically
      provided for in this Agreement, UHC is not party to and has not granted
      and shall not grant any agreement, warrant, option or right or privilege
      for the purchase, subscription or issuance of the UHC Initial Interest (in
      whole or in part) or any rights arising from or in connection with the
      Initial UHC Interest or any securities, rights or privileges convertible
      into or exchangeable for the UHC Initial Interest (in whole or in part) or
      any rights arising from or in connection with the Initial UHC Interest,
      except as specifically provided in the Second Agreement, if applicable,
      the UHC Initial Interest is not subject to
  adjustment;

              


      

       

      
        	
                (7)

              	
                UHC
      has all requisite corporate capacity, power and authority and possesses
      all material certificates, authority, permits and licenses issued by the
      appropriate provincial, municipal or federal regulatory agencies or bodies
      necessary to conduct the UHC Business as now conducted by it and to own
      its assets and is in compliance in all material respects with such
      certificates, authorities, permits or licenses and has not received any
      notice of proceedings relating to the revocation or modification of any
      such certificate, authority, permit or license which, singly or in the
      aggregate, if the subject of an unfavourable decision, order, finding or
      ruling, would materially and adversely affect the conduct of the business,
      operations or financial condition of
UHC;

              


      

       

      
        	
                (8)

              	
                This
      Agreement has been and each of the other UHC Documents will at the
      Effective Time be duly authorized, executed and delivered by UHC and is
      (in the case of this Agreement) or will be at the date of execution (in
      the case of the other UHC Documents) legal, valid and binding obligations
      of UHC enforceable against UHC in accordance with their respective
      terms;

              


      

       

      
        	
                (9)

              	
                The
      entering into and the performance by UHC of the transactions contemplated
      herein:

              


      

       

      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                does
      not require any Regulatory Approval, except that which may be required
      under applicable corporate and securities Laws and the policies of the
      TSXV;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                does
      not contravene any statute or regulation of any Government Authority which
      is binding on it, where such contravention would materially and adversely
      affect the business, operations or financial condition (financial or
      otherwise) of UHC; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                does
      not result in the breach of, or is in conflict with, or constitutes a
      default under, or creates a state of facts which, after notice or lapse of
      time, or both, would constitute a default under any term or provision of
      the Governing Documents or resolutions of UHC or its subsidiaries or any
      mortgage, note, indenture, contract or agreement, instrument, lease or
      other document to which it is a party, or any judgment, decree or order or
      any term or provision thereof, which breach, conflict or default would
      materially and adversely affect the business, operations, capital or
      condition (financial or otherwise) of
UHC;

              


      

       

      
        	
                (10)

              	
                There
      are no suits, actions or litigation or arbitration proceedings or
      governmental proceedings in progress pending or, to the best of the
      knowledge of UHC, contemplated or threatened, to which UHC is a party or
      to which the property of UHC is subject. There is not presently
      outstanding against UHC any judgment, injunction, rule or order of any
      court, governmental department, commission, agency or
      arbitrator;

              


      

       

      
        	
                (11)

              	
                Other
      than as set out in the UHC Financial Statements, pursuant to the Material
      Contracts and expenses incurred and to be incurred in connection with the
      transactions contemplated hereby, there are no material liabilities of
      UHC, whether direct, indirect, absolute, contingent or otherwise, other
      than those incurred in the ordinary course of
  business;

              


      

       

      
        	
                (12)

              	
                All
      information that has been prepared by UHC relating to UHC or its business,
      properties and liabilities, disclosed or provided to Vesta, including all
      financial or operational information, was to the knowledge of UHC true and
      correct in all material respects as at the date it was provided to Vesta,
      and no fact or facts have been omitted therefrom which would make such
      information materially misleading other than future-oriented information
      which was subject to assumptions which were reasonable under the
      circumstances;

              


      

       

      
        	
                (13)

              	
                All
      information that has been prepared by UHC relating to the Project and
      disclosed or provided to Chapman whether directly by UHC or indirectly
      through Vesta was, to knowledge of UHC true and correct in all material
      respects as at the date it was provided to Chapman and no fact or facts
      have been omitted therefrom which would make such information materially
      misleading other than future-oriented information which was subject to
      assumptions which were reasonable under the
  circumstances;

              


      

       

      
        	
                (14)

              	
                The
      UHC Financial Statements have been prepared in accordance with GAAP
      applied on a basis consistent with prior periods and present fairly, in
      all material respects, the assets, liabilities (whether accrued, absolute,
      contingent or otherwise) and financial condition of UHC as at the
      respective dates of the UHC Financial Statements and the sales, earnings
      and results of operations of UHC for the respective periods covered by the
      UHC Financial Statements;

              


      

       

      
        
           


        

        
          27

          
            

          

        

        
           


        

      


      
        	
                (15)

              	
                All
      filings and fees required to be made by UHC pursuant to applicable Laws,
      have been made and paid and such filings were true and accurate in all
      material respects as at the respective dates
  thereof;

              


      

       

      
        	
                (16)

              	
                All
      taxes (including income tax, capital tax, payroll taxes, employer health
      tax, workers’ compensation payments, property taxes, custom and land
      transfer taxes), duties, royalties, levies, imposts, assessments,
      deductions, charges or withholdings and all liabilities with respect
      thereto including any penalty and interest payable with respect thereto
      (collectively, “Taxes”) due and payable
      by UHC have been paid except for where the failure to pay such taxes would
      not constitute an adverse material fact of UHC, or result in a Material
      Adverse Change to UHC. All tax returns, declarations, remittances and
      filings required to be filed by UHC have been filed with all appropriate
      governmental authorities and all such returns, declarations, remittances
      and filings are complete and accurate in all material respects and no
      material fact or facts have been omitted therefrom which would make any of
      them misleading except where the failure to file such documents would not
      constitute an adverse material fact of UHC or result in a Material Adverse
      Change to UHC and: (i) no examination of any tax return of UHC is
      currently in progress; and (ii) there are no issues or disputes
      outstanding with any governmental authority respecting any taxes that have
      been paid, or may be payable, by UHC. There are no agreements with any
      taxation authority providing for an extension of time for any assessment
      or reassessment of taxes with respect to
UHC;

              


      

       

      
        	
                (17)

              	
                Except
      in connection with the UHC Financing, there is no Person acting or
      purporting to act at the request of UHC who is entitled to any brokerage
      or finder’s fee in connection with the transactions contemplated
      herein;

              


      

       

      
        	
                (18)

              	
                Since
      the date of its incorporation, UHC has not, directly or indirectly,
      declared or paid any dividend or declared or made any other distribution
      on any of its shares or securities of any class, or, directly or
      indirectly, redeemed, purchased or otherwise acquired any of its shares or
      securities or agreed to do any of the
foregoing;

              


      

       

      
        	
                (19)

              	
                There
      is not, in the Governing Documents of UHC or in any agreement, mortgage,
      note, debenture, indenture or other instrument or document to which UHC is
      a party, any restriction upon or impediment to the declaration or payment
      of dividends by the directors of UHC or the payment of dividends by UHC to
      the holders of their respective
securities;

              


      

       

      
        	
                (20)

              	
                Other
      than as referred to in the UHC Financial Statements, UHC is not party to
      any Debt Instrument or any agreement, contract or commitment to create,
      assume or issue any Debt
Instrument;

              


      

       

      
        	
                (21)

              	
                UHC
      is not a party to or bound or affected by any commitment, agreement or
      document containing any covenant which expressly limits the freedom of UHC
      to compete in any line of business, or to transfer or move any of its
      assets or operations;

              


      

       

      
        
           


        

        
          28

          
            

          

        

        
           


        

      


      
        	
                (22)

              	
                UHC
      is not a party to any agreement which in any manner affects the voting
      control of any of the UHC Shares or other securities of
    UHC;

              


      

       

      
        	
                (23)

              	
                UHC
      has conducted and is conducting its business in compliance in all material
      respects with all applicable Laws of each jurisdiction in which it carries
      on business and with all Laws, tariffs and directives material to its
      operation;

              


      

       

      
        	
                (24)

              	
                UHC
      is not aware of any pending or contemplated change to any applicable Law
      or governmental position that would materially affect the business of UHC
      as currently conducted or the legal environment under which UHC
      operates;

              


      

       

      
        	
                (25)

              	
                UHC
      does not have any loan or other indebtedness outstanding which has been
      made to any of its shareholders, officers, directors or employees, past or
      present, or any person not dealing at “arm’s length” (as such term is
      defined in the Income
      Tax Act (Canada));

              


      

       

      
        	
                (26)

              	
                Other
      than its Membership Interest in Excelaron, UHC has no Subsidiaries and
      does not own any securities issued by, or any equity or ownership interest
      in, any other Persons. UHC is not subject to any obligation to make any
      investment in or to provide funds by way of loan, capital contribution or
      otherwise to any Person;

              


      

       

      
        	
                (27)

              	
                UHC
      is the owner of and has good and marketable title to all of the material
      properties and UHC Assets and will have, at the Closing, good and
      marketable title to the Barisan Interest, including, without
      limitation, all properties and UHC Assets reflected in the UHC Financial
      Statements, in each case free and clear of all Encumbrances whatsoever
      other than Permitted Encumbrances;

              


      

       

      
        	
                (28)

              	
                UHC
      is not the owner, lessee, licensee, or occupant of, or subject to any
      agreement or option to own or lease, any real property or any interest in
      any real property, other than in connection with its Membership Interest
      in Excelaron. The buildings, plants, structures, vehicles, equipment,
      technology and communications hardware and other tangible personal
      property of UHC (including all buildings and fixtures) are structurally
      sound, in good operating condition and repair having regard to their use
      and age and are adequate and suitable for the uses to which they are being
      put. None of such buildings, plants, structures, vehicles, equipment or
      other property are in need of maintenance or repairs except for routine
      maintenance and repairs in the ordinary course that are not material in
      nature or cost;

              


      

       

      
        	
                (29)

              	
                UHC
      is not a party to, or under any agreement to become a party to, any lease
      with respect to real property;

              


      

       

      
        	
                (30)

              	
                No
      Person other than UHC owns or leases any UHC Assets which are being used
      in the UHC Business, other than in the ordinary course of business and
      there are no agreements or commitments by UHC to purchase property or
      assets, other than in the ordinary course of the UHC
    Business;

              


      

       

      
        	
                (31)

              	
                UHC
      has not received notice of any material defect in its title or claim to
      the UHC Assets or any notice from any third party claiming such an
      interest, and, for the period of time that UHC has owned the UHC Assets,
      all material relevant obligations of UHC have been performed and
      observed;

              


      

       

      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      
        	
                (32)

              	
                The
      material contracts of UHC listed in Schedule 4.1(32) attached hereto (the
      “UHC Material Contracts”) are
      the only material documents and contracts currently in effect under and by
      virtue of which UHC is entitled to the UHC Assets and conducts the UHC
      Business;

              


      

       

      
        	
                (33)

              	
                All
      of the UHC Material Contracts are valid and subsisting and UHC has not
      received notice of any default, breach of or termination under any UHC
      Material Contract and to UHC’s knowledge, no other party to any UHC
      Material Contract is in default, breach of or has terminated or purported
      to terminate any UHC Material
Contract;

              


      

       

      
        	
                (34)

              	
                Vesta
      has been given the opportunity to review all of the UHC Intellectual
      Property (including particulars and status of registration or application
      for registration) of UHC. UHC is the legal and beneficial owner of the UHC
      Intellectual Property, free and clear of all Encumbrances (except for the
      UHC Intellectual Property which is identified as being licensed to UHC as
      described in Schedule 4.1(34) attached hereto and Permitted Encumbrances),
      and UHC is not a party to or bound by any contract or any other obligation
      whatsoever that limits or impairs its ability to sell, transfer, assign or
      convey, or that otherwise affects, the UHC Intellectual Property. No
      Person has been granted any interest in or right to use all or any portion
      of the UHC Intellectual Property, except as Vesta has been advised. The
      conduct of the UHC Business does not infringe upon the industrial or
      intellectual property rights, domestic or foreign, of any other Person.
      There exists no claims of any infringement or breach of any industrial or
      intellectual property rights of any other Person, and UHC has not received
      any notice that the conduct of the UHC Business, including the use of the
      UHC Intellectual Property, infringes upon or breaches any industrial or
      intellectual property rights of any other Person, or the trade secrets,
      know-how or confidential or proprietary information of any other Person.
      To the best of the knowledge of UHC, there exists no state of facts which
      casts doubt on the validity or enforceability of any of the UHC
      Intellectual Property;

              


      

       

      
        	
                (35)

              	
                The
      only officers and directors of UHC are as hereinafter set
      forth:

              


      

       

      
        	
                Name

              	
                Office

              
	
                Divine,
      William

              	
                Director

              
	
                Tyab,
      Parvez

              	
                Director

              
	
                Khan,
      Ijaz

              	
                Director
      and President

              


      

      


      
        	
                (36)

              	
                Except
      as set forth in Schedule 4.1(36) attached hereto, UHC is not party to or
      bound by any written contracts in respect of any employee, former employee
      or consultant including:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      written contracts providing for the re-employment of any
      employee;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      written bonus, pension, profit sharing, executive compensation, current or
      deferred compensation, incentive compensation, tax equalization, stock
      compensation, stock purchase, stock option, stock appreciation, phantom
      stock option, savings, severance or termination pay, retirement,
      supplementary retirement, hospitalization insurance, salary continuation,
      legal, health or other medical, dental, life, disability or other
      insurance plan, program, agreement or arrangement or other plans or
      arrangements providing employee benefits;
and

              


      

       

      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                any
      written or oral policy, agreement, obligation or understanding providing
      for severance or termination payments to any employee, consultant,
      director or officer of UHC or any employment, service, consulting or other
      agreement with any employee, consultant, director or officer of UHC which
      provides for termination of employment or of the contract, as the case may
      be, on more than six (6) months’ notice (excluding such as results under
      applicable Law from the employment of an employee without an agreement as
      to notice or severance);

              


      

       

      
        	
                (37)

              	
                UHC
      is in compliance with all terms and conditions of employment and all Laws
      respecting employment, including pay equity, wages, hours of work,
      overtime, human rights and occupational health and safety, and there are
      no outstanding claims, complaints, investigations or orders under any such
      Laws and to the knowledge of UHC, there is no basis for such
      claim;

              


      

       

      
        	
                (38)

              	
                UHC
      has not and is not engaged in any unfair labour practice and no unfair
      labour practice complaint, grievance or arbitration proceeding is pending
      or, to the knowledge of UHC, threatened against
  UHC;

              


      

       

      
        	
                (39)

              	
                UHC
      is not a party to any collective bargaining agreement, contract or legally
      binding commitment to any trade union or employee organization in respect
      of or affecting any employees of
UHC;

              


      

       

      
        	
                (40)

              	
                No
      collective agreement is currently being negotiated by UHC or any other
      Person, in respect of employees of
UHC;

              


      

       

      
        	
                (41)

              	
                No
      trade union, council of trade unions, employee bargaining agency or
      affiliated bargaining agent holds bargaining rights with respect to any of
      the employees of UHC by way of certification, interim certification,
      voluntary recognition, or succession rights, or has applied or, to the
      knowledge of UHC, threatened to apply to be certified as the bargaining
      agent of any employees of UHC. To the knowledge of UHC, there are no
      threatened or pending union organizing activities involving any employees
      of UHC. There is no labour strike, dispute, work slowdown or stoppage
      pending or involving or, to the knowledge of UHC, threatened against UHC
      and no such event has occurred within the last three (3) years (other than
      as disclosed in writing to Vesta);

              


      

       

      
        	
                (42)

              	
                No
      trade union has applied to have UHC declared a common or related employer
      pursuant to the Labour
      Relations Act (Ontario) or any similar legislation in any
      jurisdiction in which UHC carries  on
  business;

              


      

       

      
        	
                (43)

              	
                Each
      independent contractor engaged by UHC has been properly classified by UHC
      as an independent contractor and UHC has not received any notice from any
      Government Authority disputing such
  classification;

              


      

       

      
        	
                (44)

              	
                There
      are no outstanding assessments, penalties, fines, liens, charges,
      surcharges, or other amounts due or owing pursuant to any workplace safety
      and insurance legislation and UHC has not been reassessed in any material
      respect under such legislation during the past three (3) years and no
      audit of UHC is currently being performed pursuant to any applicable
      workplace safety and insurance legislation. There are no claims or
      potential claims which may materially adversely affect the accident cost
      experience of UHC in respect of the UHC Business (other than as disclosed
      in writing to Vesta);

              


      

       

      
        
           


        

        
          31

          
            

          

        

        
           


        

      


      
        	
                (45)

              	
                There
      are no charges pending under applicable occupational health and safety
      legislation and UHC has complied in all material respects with any orders
      issued under applicable occupational health and safety legislation and
      there are no appeals of any orders under such legislation currently
      outstanding;

              


      

       

      
        	
                (46)

              	
                As
      of the date hereof, the corporate records and minute books of UHC are
      materially complete and accurate. The share certificate books, register of
      securityholders, register of transfers and register of directors and any
      similar corporate records of UHC are complete and accurate in all material
      respects;

              


      

       

      
        	
                (47)

              	
                Upon
      due inquiry, no action or proceeding has been commenced or filed by or
      against UHC or which seeks or may lead to receivership, bankruptcy, a
      consumer proposal or any other similar proceeding in respect of UHC, the
      adjustment, compromise or composition of claims against UHC or the
      appointment of a trustee, receiver, liquidator, custodian, or other
      similar officer for UHC or any portion of its assets.  No such
      action or proceeding has been authorized or is being considered by or on
      behalf of UHC and, to the knowledge of UHC, no creditor or equity security
      holder of UHC has threatened UHC to commence or advise that it may
      commence any such action or
proceeding;

              


      

       

      
        	
                (48)

              	
                No
      consents of, filings with or approval of any Person is required to permit
      UHC to complete the transactions contemplated by this
      Agreement;

              


      

       

      
        	
                (49)

              	
                None
      of the information furnished to Vesta, its representatives and counsel
      relating to UHC and the UHC Business including, without limitation, all
      financial, marketing, sales and operational information, contains, to the
      best of the knowledge of UHC, any misrepresentation likely to result in a
      Material Adverse Change to UHC; and

              


      

       

      
        	
                (50)

              	
                UHC
      acknowledges and agrees that the Vesta Shares issued to UHC Shareholders
      in connection with the Amalgamation will be subject to the terms of the
      UHC Contractual Escrow Agreements and may be subject to certain escrow
      provisions imposed by the TSXV and may be subject to a “restricted period”
      pursuant to Section 2.5 of National Instrument 45-102 “Resale of
      Securities” or “seasoning period” pursuant to Section 2.6 of National
      Instrument 45-102 “Resale of
Securities”.

              


      

       

      
        	
                4.2

              	
                Representations
      and Warranties of Excelaron

              


      

       

      Excelaron
represents and warrants as follows to Vesta and acknowledges and agrees that
Vesta is relying upon the representations and warranties as
follows:

      


      
        	
                (1)

              	
                Excelaron
      has been duly formed as a limited liability company and is validly
      existing under the Laws of the State of California and is current and
      up-to-date and in compliance with all filings required to be made by it in
      California;

              


      

       

      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      
        	
                (2)

              	
                Excelaron
      has full power, capacity and authority to undertake all steps of the
      Qualifying Transaction and the Reorganization required by it as
      contemplated in this Agreement and to carry out its obligations under this
      Agreement and the Reorganization;

              


      

       

      
        	
                (3)

              	
                The
      execution and delivery of this Agreement and the consummation by Excelaron
      of the transactions contemplated hereby has been duly authorized pursuant
      to its Operating Agreement as amended, and no other proceedings on its
      part are or will be necessary to authorize this Agreement and the
      transactions contemplated hereby;

              


      

       

      
        	
                (4)

              	
                This
      Agreement has been duly authorized, executed and delivered by Excelaron
      and is a legal, valid and binding obligation of Excelaron enforceable
      against Excelaron in accordance with its respective
  terms;

              


      

      


      
        	
                (5)

              	
                The
      authorized capital of Excelaron consists only of Membership Interests
      expressed as a percentage. The list of members required to be maintained
      by Excelaron by the Beverly-Killea Limited
      Liability Company Act (1996) provides that the Membership Interests
      of each such member are as follows:

              


      

      


      
        	
                Barisan

              	
                4%

              
	
                UHC

              	
                21%

              
	
                AOC

              	
                35%

              
	
                Mogul

              	
                40%
      (Subject to the terms of the Second
Agreement)

              


      

      


      All
Membership Interests have been properly issued, transferred and recorded in
accordance with applicable law, its constating documents and the Operating
Agreement and Excelaron has received the money, property, or services, or other
obligation to contribute money or property or to render services determined by
it or its members in consideration for the Membership Interests issued by
Excelaron.  At the Effective Time, there will not be any outstanding
subscriptions, options, rights, warrants or other agreements or commitments
obligating, potentially or otherwise, Excelaron to sell or issue any additional
membership interests or other securities of any class of Excelaron or any
securities convertible into any membership interests or other securities of any
class of Excelaron.  All issued Excelaron membership interests have
been duly authorized, validly allotted and issued as fully paid, non-assessable
membership interests of Excelaron, and issued in compliance with all applicable
corporate and securities laws;

      


      
        	
                (6)

              	
                As
      of the date hereof, Excelaron has received US$425,000 in respect of the
      Mogul Interest;

              


      

       

      
        	
                (7)

              	
                All
      consents or other approvals necessary to transfer the Mogul Interest to
      Vesta as contemplated pursuant to the Mogul Transaction, have or prior to
      the Qualifying Transaction date, will have been obtained such that, upon
      the payment of the amount stipulated in Clause 2(c) of the Second
      Agreement as amended by Section 1.11 hereto, Clause 4 of the Second
      Agreement shall be of no force and
effect;

              


      

       

      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      
        	
                (8)

              	
                Excelaron
      is not party to and has not granted and shall not grant (i) any agreement,
      warrant, option or right or privilege capable of becoming an agreement,
      for the purchase, subscription or issuance of any membership interests of
      Excelaron or securities convertible into or exchangeable for membership
      interests in Excelaron; or (ii) any agreement, right, interest or
      privilege or right or privilege capable of becoming an agreement for the
      lease, sale, transfer or other alienation of Excelaron’s interest in the
      Project (in whole or in part);

              


      

       

      
        	
                (9)

              	
                Except
      as specifically disclosed to Vesta in item III – Due Diligence Requests –
      Excelaron LLC in the Firmex Data Room, Excelaron is not a partner,
      co-tenant, joint venturer or otherwise a participant in any partnership,
      joint venture, co-tenancy or other similarly joint owned
      business;

              


      

       

      
        	
                (10)

              	
                No
      consents of, filings with or approval of any Person is required to permit
      Excelaron to complete the transactions contemplated by this
      Agreement  and no consents of, filings with or approval of any
      Person is required to be made by Excelaron as a result of or in connection
      with the Qualifying Transaction;

              


      

       

      
        	
                (11)

              	
                Excelaron
      has all requisite capacity, power and authority and possesses all material
      certificates, authority, permits and licenses issued by the appropriate
      state, municipal or federal regulatory agencies or bodies necessary to
      conduct the Excelaron Business as now conducted by it and to own its
      assets and is in compliance in all material respects with such
      certificates, authorities, permits or licenses and has not received any
      notice of proceedings relating to the revocation or modification of any
      such certificate, authority, permit or license which, singly or in the
      aggregate, if the subject of an unfavourable decision, order, finding or
      ruling, would materially and adversely affect the conduct of the business,
      operations or financial condition of
Excelaron;

              


      

       

      
        	
                (12)

              	
                The
      entering into and the performance by Excelaron of the transactions
      contemplated herein and the completion of the Qualifying
      Transaction:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                does
      not require any Regulatory Approval, except that which may be required
      under applicable corporate and securities Laws, the policies of the
      TSXV;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                does
      not contravene any statute or regulation of any Government Authority which
      is binding on it, where such contravention would materially and adversely
      affect the business, operations or financial condition (financial or
      otherwise) of Excelaron; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                does
      not result in the breach of, or is in conflict with, or constitutes a
      default under, or creates a state of facts which, after notice or lapse of
      time, or both, would constitute a default under any term or provision of
      the Governing Documents or resolutions of Excelaron or any mortgage, note,
      indenture, contract or agreement, instrument, lease or other document to
      which it is a party, or any judgment, decree or order or any term or
      provision thereof, which breach, conflict or default would materially and
      adversely affect the business, operations, capital or condition (financial
      or otherwise) of Excelaron;

              


      

       

      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      
        	
                (13)

              	
                There
      are no suits, actions or litigation or arbitration proceedings or
      governmental proceedings in progress pending or, to the best of the
      knowledge of Excelaron, contemplated or threatened, to which Excelaron a
      party or to which the property of Excelaron is subject. There is not
      presently outstanding against Excelaron any judgment, injunction, rule or
      order of any court, governmental department, commission, agency or
      arbitrator;

              


      

       

      
        	
                (14)

              	
                Other
      than as set out in the Excelaron Financial Statements, pursuant to the
      Excelaron Material Contracts and expenses incurred and to be incurred in
      connection with the transactions contemplated hereby, there are no
      material liabilities of Excelaron, whether direct, indirect, absolute,
      contingent or otherwise, other than those incurred in the ordinary course
      of business;

              


      

       

      
        	
                (15)

              	
                All
      information that has been prepared by Excelaron relating to Excelaron or
      its business, properties and liabilities, disclosed or provided to Vesta,
      including all financial or operational information, was true and correct
      in all material respects as at the date it was provided to Vesta, and no
      fact or facts have been omitted therefrom which would make such
      information materially misleading other than future-oriented information
      which was subject to assumptions which were reasonable under the
      circumstances;

              


      

       

      
        	
                (16)

              	
                Excelaron
      is the beneficial owner of all Petroleum and Natural Gas Rights with
      respect to the Project, Excelaron has not committed any act that would
      result in any of the Petroleum and Natural Gas Rights being cancelled, and
      the Petroleum and Natural Gas Rights are owned by
      Excelaron  free and clear of all Encumbrances, except for the
      Permitted Encumbrances;

              


      

       

      
        	
                (17)

              	
                Subject
      to the rents, covenants and conditions of the Leases to be paid, performed
      and observed by Excelaron and the Permitted Encumbrances,
      Excelaron  may hold the Petroleum and Natural Gas Rights for the
      remainder of the terms of the Leases, and all renewals or extensions of
      them, for its own benefit without interruption by any person claiming by,
      through or under Excelaron;

              


      

       

      
        	
                (18)

              	
                Other
      than the GOR, no officer, director or employee or any person not dealing
      at arm's length with Excelaron or, to Excelaron's knowledge, any associate
      or affiliate of any such person, owns, has or is entitled to any royalty,
      net profits interest, carried interest or any other Encumbrances or claims
      of any nature whatsoever which are based on production from the Project or
      any revenue or rights attributed
thereto;

              


      

       

      
        	
                (19)

              	
                All
      information that has been prepared by Excelaron relating to the Project
      and disclosed or provided to Chapman whether directly by Excelaron or
      indirectly through Vesta was, to knowledge of Excelaron true and correct
      in all material respects as at the date it was provided to Chapman and no
      fact or facts have been omitted therefrom which would make such
      information materially misleading other than future-oriented information
      which was subject to assumptions which were reasonable under the
      circumstances;

              


      

       

      
        	
                (20)

              	
                The
      Excelaron Financial Statements have been prepared in accordance with
      United States GAAP applied on a basis consistent with prior periods and
      present fairly, in all material respects, the assets, liabilities (whether
      accrued, absolute, contingent or otherwise) and financial condition of
      Excelaron as at the respective dates of the Excelaron Financial Statements
      and the earnings, expenditures and results of operations of Excelaron for
      the respective periods covered by the Excelaron Financial
      Statements;

              


      

       

      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      
        	
                (21)

              	
                All
      filings and fees required to be made by Excelaron pursuant to applicable
      Laws have been made and paid and such filings were true and accurate in
      all material respects as at the respective dates
  thereof;

              


      

       

      
        	
                (22)

              	
                All
      Taxes due and payable by Excelaron have been paid except for where the
      failure to pay such taxes would not constitute an adverse material fact of
      Excelaron, or result in a Material Adverse Change to Excelaron. All tax
      returns, declarations, remittances and filings required to be filed by
      Excelaron have been filed with all appropriate governmental authorities
      and all such returns, declarations, remittances and filings are complete
      and accurate in all material respects and no material fact or facts have
      been omitted therefrom which would make any of them misleading except
      where the failure to file such documents would not constitute an adverse
      material fact of Excelaron or result in a Material Adverse Change to
      Excelaron and: (i) no examination of any tax return of Excelaron is
      currently in progress; and (ii) there are no issues or disputes
      outstanding with any governmental authority respecting any taxes that have
      been paid, or may be payable, by Excelaron. There are no agreements with
      any taxation authority providing for an extension of time for any
      assessment or reassessment of taxes with respect to
    Excelaron;

              


      

       

      
        	
                (23)

              	
                No
      Person acting or purporting to act at the request of Excelaron who is
      entitled to any brokerage or finder’s fee in connection with the
      transactions contemplated herein;

              


      

       

      
        	
                (24)

              	
                Since
      the date of its formation, Excelaron has not, directly or indirectly,
      declared or made any distribution on any of its membership interests or
      securities of any class, or, directly or indirectly, redeemed, purchased
      or otherwise acquired any of its membership interests or securities or
      agreed to do any of the foregoing;

              


      

       

      
        	
                (25)

              	
                There
      is not, in the Governing Documents of Excelaron or in any agreement,
      mortgage, note, debenture, indenture or other instrument or document to
      which Excelaron is a party, any restriction upon or impediment to the
      declaration or payment of distributions by the managers of Excelaron or
      the payment of distributions by Excelaron to the holders of their
      respective securities;

              


      

       

      
        	
                (26)

              	
                Other
      than as referred to in the Excelaron Financial Statements, Excelaron is
      not party to Debt Instrument or any agreement, contract or commitment to
      create, assume or issue any Debt
Instrument;

              


      

       

      
        	
                (27)

              	
                Excelaron
      is not a party to or bound or affected by any commitment, agreement or
      document containing any covenant which expressly limits the freedom of
      Excelaron to compete in any line of business, or to transfer or move any
      of its assets or operations;

              


      

       

      
        	
                (28)

              	
                Excelaron
      is not a party to any agreement which in any manner affects the voting
      control of Excelaron;

              


      

       

      
        	
                (29)

              	
                Excelaron
      has conducted and is conducting its business substantially in accordance
      with good oil field and environmental practices and in compliance in all
      material respects with all applicable Laws of each jurisdiction in which
      it carries on business and with all Laws, tariffs and directives material
      to its operation;

              


      

       

      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      
        	
                (30)

              	
                Excelaron
      is not aware of any pending or contemplated change to any applicable Law
      or governmental position that would materially affect the business of
      Excelaron as currently conducted or the legal environment under which
      Excelaron operates;

              


      

       

      
        	
                (31)

              	
                Excelaron
      does not have any loan or other indebtedness outstanding which has been
      made to any of its Members, officers, managers or employees, past or
      present, or any person not dealing at “arm’s
  length”;

              


      

       

      
        	
                (32)

              	
                Excelaron
      has no Subsidiaries and does not own any securities issued by, or any
      equity or ownership interest in, any other Persons. Excelaron is not
      subject to any obligation to make any investment in or to provide funds by
      way of loan, capital contribution or otherwise to any
    Person;

              


      

       

      
        	
                (33)

              	
                Excelaron
      is the owner of and has good and marketable title to all of the material
      properties and Excelaron Assets, including, without limitation, all
      properties and Excelaron Assets reflected in the Excelaron Financial
      Statements, in each case free and clear of all Encumbrances whatsoever
      other than Permitted Encumbrances;

              


      

       

      
        	
                (34)

              	
                Excelaron
      is not the owner, lessee, licensee, or occupant of, or subject to any
      agreement or option to own or lease, any real property or any interest in
      any real property, other than in connection with its interest in the
      Project. The buildings, plants, structures, vehicles, equipment,
      technology and communications hardware and other tangible personal
      property of Excelaron (including all buildings and fixtures) are
      structurally sound, in good operating condition and repair having regard
      to their use and age and are adequate and suitable for the uses to which
      they are being put. None of such buildings, plants, structures, vehicles,
      equipment or other property are in need of maintenance or repairs except
      for routine maintenance and repairs in the ordinary course that are not
      material in nature or cost;

              


      

       

      
        	
                (35)

              	
                Excelaron
      is not a party to, or under any agreement to become a party to, any lease
      with respect to real property other than its rights in respect of the
      Project (the “Leases” or individually,
      a “Lease”), except
      as specifically disclosed to Vesta in items XII, XIII, XIV and XVII – Due
      Diligence Requests – Excelaron LLC and item I – Mogul/Vesta Index of the
      Firmex Data Room.  Each Lease is in good standing, creates a
      good and valid leasehold estate in the Leased Properties thereby demised
      and is in full force and effect without amendment. With respect to each
      Lease (i) all rents and additional rents have been paid, (ii) no waiver,
      indulgence or postponement of the lessee’s obligations has been granted by
      the lessor, (iii) there exists no event of default or event, occurrence,
      condition or act (including the transactions contemplated by this
      Agreement) which, with the giving of notice, the lapse of time or the
      happening of any other event or condition, would become a default under
      the Lease, and (iv) all of the covenants to be performed by any other
      party under the Lease have been fully
performed;

              


      

       

      
        	
                (36)

              	
                No
      Person other than Excelaron owns or leases any Excelaron Assets which are
      being used in the Excelaron Business, other than in the ordinary course of
      business and there are no agreements or commitments by Excelaron to
      purchase property or assets, other than in the ordinary course of the
      Excelaron Business;

              


      

       

      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      
        	
                (37)

              	
                Excelaron
      has not received notice of any material defect in its title or claim to
      the Excelaron Assets or any notice from any third party claiming such an
      interest, and, for the period of time that Excelaron has owned the
      Excelaron Assets, all material relevant obligations of Excelaron have been
      performed and observed;

              


      

       

      
        	
                (38)

              	
                The
      material contracts of the Excelaron disclosed to Vesta in item VIII, X,
      XI, XII, XIII, XIV and XVII – Due Diligence Requests – Excelaron LLC and
      item I – Mogul/Vest Index of the Firmex Data Room (the “Excelaron Material
      Contracts”), are the only material documents and contracts
      currently in effect under and by virtue of which Excelaron is entitled to
      the Excelaron Assets and conducts the Excelaron
  Business;

              


      

       

      
        	
                (39)

              	
                All
      of the Excelaron Material Contracts are valid and subsisting and Excelaron
      has not received notice of any default, breach of or termination under any
      Excelaron Material Contract and to Excelaron’s knowledge, no other party
      to any Excelaron Material Contract is in default, breach of or has
      terminated or purported to terminate any Excelaron Material
      Contract;

              


      

       

      
        	
                (40)

              	
                Vesta
      has been given the opportunity to review all of the Excelaron Intellectual
      Property (including particulars and status of registration or application
      for registration) of Excelaron. Excelaron is the legal and beneficial
      owner of the Excelaron Intellectual Property, free and clear of all
      Encumbrances (except for the Excelaron Intellectual Property which is
      identified as being licensed to Excelaron in and as specifically disclosed
      to Vesta in item IX – Due Diligence Requests – Excelaron LLC and item I –
      Mogul/Vesta Index of the Firmex Data Room), and Excelaron is not a party
      to or bound by any contract or any other obligation whatsoever that limits
      or impairs its ability to sell, transfer, assign or convey, or that
      otherwise affects, the Excelaron Intellectual Property. No Person has been
      granted any interest in or right to use all or any portion of the
      Excelaron Intellectual Property, except as Vesta has been advised. The
      conduct of the Excelaron Business does not infringe upon the industrial or
      intellectual property rights, domestic or foreign, of any other Person.
      There exists no claims of any infringement or breach of any industrial or
      intellectual property rights of any other Person, and Excelaron has not
      received any notice that the conduct of the Excelaron Business, including
      the use of the Excelaron Intellectual Property, infringes upon or breaches
      any industrial or intellectual property rights of any other Person, or the
      trade secrets, know-how or confidential or proprietary information of any
      other Person. To the best of the knowledge of Excelaron, there exists no
      state of facts which casts doubt on the validity or enforceability of any
      of the Excelaron Intellectual
Property;

              


      

       

      
        	
                (41)

              	
                The
      only officers and managers of Excelaron are as hereinafter set
      forth:

              


      

       

      
        	
                Name

              	
                Office

              
	
                Grant
      Jagelman

              	
                Manager
      and President

              
	
                Andrew
      Childs

              	
                Manager

              
	
                Kit
      Matlick

              	
                Project
      Manager

              


      


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      
        	
                (42)

              	
                Except
      as specifically disclosed to Vesta in item IV – Due Diligence Requests –
      Excelaron LLC of the Firmex Data Room, Excelaron is not party to or bound
      by any written contracts in respect of any employee, former employee or
      consultant including:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      written contracts providing for the re-employment of any
      employee;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      written bonus, pension, profit sharing, executive compensation, current or
      deferred compensation, incentive compensation, tax equalization, stock
      compensation, stock purchase, stock option, stock appreciation, phantom
      stock option, savings, severance or termination pay, retirement,
      supplementary retirement, hospitalization insurance, salary continuation,
      legal, health or other medical, dental, life, disability or other
      insurance plan, program, agreement or arrangement or other plans or
      arrangements providing employee benefits;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      written or oral policy, agreement, obligation or understanding providing
      for severance or termination payments to any employee, consultant, manager
      or officer of Excelaron or any employment, service, consulting or other
      agreement with any employee, consultant, manager or officer of Excelaron
      which provides for termination of employment or of the contract, as the
      case may be, on more than six (6) months’ notice (excluding such as
      results under applicable Law from the employment of an employee without an
      agreement as to notice or
severance);

              


      

       

      
        	
                (43)

              	
                Excelaron
      is in compliance with all terms and conditions of employment and all Laws
      respecting employment, including pay equity, wages, hours of work,
      overtime, human rights and occupational health and safety, and there are
      no outstanding claims, complaints, investigations or orders under any such
      Laws and to the knowledge of Excelaron, there is no basis for such
      claim;

              


      

       

      
        	
                (44)

              	
                Excelaron
      has not and is not engaged in any unfair labour practice and no unfair
      labour practice complaint, grievance or arbitration proceeding is pending
      or, to the knowledge of Excelaron, threatened against
      Excelaron;

              


      

       

      
        	
                (45)

              	
                Excelaron
      is not a party to any collective bargaining agreement, contract or legally
      binding commitment to any trade union or employee organization in respect
      of or affecting any employees of
Excelaron;

              


      

       

      
        	
                (46)

              	
                No
      collective agreement is currently being negotiated by Excelaron or any
      other Person, in respect of employees of
  Excelaron;

              


      

       

      
        	
                (47)

              	
                No
      trade union, council of trade unions, employee bargaining agency or
      affiliated bargaining agent holds bargaining rights with respect to any of
      the employees of Excelaron by way of certification, interim certification,
      voluntary recognition, or succession rights, or has applied or, to the
      knowledge of Excelaron, threatened to apply to be certified as the
      bargaining agent of any employees of Excelaron. To the knowledge of
      Excelaron, there are no threatened or pending union organizing activities
      involving any employees of Excelaron. There is no labour strike, dispute,
      work slowdown or stoppage pending or involving or, to the knowledge of
      Excelaron, threatened against Excelaron and no such event has occurred
      within the last three (3) years (other than as disclosed in writing to
      Vesta);

              


      

       

      
        
           


        

        
          39

          
            

          

        

        
           


        

      


      
        	
                (48)

              	
                No
      trade union has applied to have Excelaron declared a common or related
      employer pursuant to any legislation in any jurisdiction in which
      Excelaron carries on business;

              


      

       

      
        	
                (49)

              	
                Each
      independent contractor engaged by Excelaron has been properly classified
      by Excelaron as an independent contractor and Excelaron has not received
      any notice from any Government Authority disputing such
      classification;

              


      

       

      
        	
                (50)

              	
                There
      are no outstanding assessments, penalties, fines, liens, charges,
      surcharges, or other amounts due or owing pursuant to any workplace safety
      and insurance legislation and Excelaron has not been reassessed in any
      material respect under such legislation during the past three (3) years
      and no audit of Excelaron is currently being performed pursuant to any
      applicable workplace safety and insurance legislation. There are no claims
      or potential claims which may materially adversely affect the accident
      cost experience of Excelaron in respect of the Excelaron Business (other
      than as disclosed in writing to
Vesta);

              


      

       

      
        	
                (51)

              	
                There
      are no charges pending under applicable occupational health and safety
      legislation and Excelaron has complied in all material respects with any
      orders issued under applicable occupational health and safety legislation
      and there are no appeals of any orders under such legislation currently
      outstanding;

              


      

       

      
        	
                (52)

              	
                As
      of the date hereof, and except as provided herein, the records and minute
      books of Excelaron are materially complete and
  accurate;

              


      

       

      
        	
                (53)

              	
                No
      action or proceeding has been commenced or filed by or against Excelaron
      or which seeks or may lead to receivership, bankruptcy, a consumer
      proposal or any other similar proceeding in respect of Excelaron, the
      adjustment, compromise or composition of claims against Excelaron or the
      appointment of a trustee, receiver, liquidator, custodian, or other
      similar officer for Excelaron or any portion of its assets.  No
      such action or proceeding has been authorized or is being considered by or
      on behalf of Excelaron and no creditor or equity security holder of
      Excelaron has threatened to commence or advise that it may commence any
      such action or proceeding;

              


      

       

      
        	
                (54)

              	
                None
      of the information furnished to Vesta, its representatives and counsel
      relating to Excelaron and the Excelaron Business including, without
      limitation, all financial, marketing, sales and operational information,
      contains, to the best of the knowledge of Excelaron, any misrepresentation
      likely to result in a Material Adverse Change to
  Excelaron;

              


      

       

      
        	
                (55)

              	
                Excelaron
      has all of its properties and assets insured against loss or damage by all
      insurable hazards or risks on a replacement cost basis and such insurance
      coverage will be continued in full force and effect to and including the
      Effective Time. Excelaron is not in default with respect to any of the
      provisions contained in any insurance policies maintained by Excelaron on
      its property and assets or personnel as of the date hereof and has not
      failed to give any notice or present any claim under any such insurance
      policy in a due and timely fashion;

              


      

       

      
        
           


        

        
          40

          
            

          

        

        
           


        

      


      
        	
                (56)

              	
                To
      the knowledge of Excelaron, the dates, recording of Membership Interests
      and the agreements associated therewith are accurately stated in the
      recitals to this Agreement; and

              


      

       

      
        	
                (57)

              	
                There
      has been no Environmental Condition which, individually or in the
      aggregate, could result in a Material Adverse Change for
      Excelaron.  Excelaron has not received any notice, directive or
      advisory from any Government Authority of any Environmental Condition that
      could result in a Material Adverse Change to Excelaron. Excelaron has all
      material Environmental Approvals in respect of the current operations of
      Excelaron and is in compliance with such Environmental Approvals except
      where any non-compliance would not result in a Material Adverse
      Change.

              


      

       

      
        	
                4.3

              	
                Representations
      and Warranties of Mogul

              


      

       

      Mogul
represents and warrants as follows to Vesta and acknowledges and agrees that
Vesta is relying upon the representations and warranties as
follows:

      


      
        	
                (1)

              	
                Mogul
      has been duly incorporated and is validly existing under the Laws of the
      State of Delaware and is current and up-to-date and in compliance with all
      filings required to be made by it in the State of
  Delaware;

              


      

       

      
        	
                (2)

              	
                Mogul
      has full corporate power, capacity and authority to undertake all steps of
      the Qualifying Transaction and the Reorganization required by it as
      contemplated in this Agreement and to carry out its obligations under this
      Agreement and the Reorganization;

              


      

       

      
        	
                (3)

              	
                The
      execution and delivery of this Agreement and the consummation by Mogul of
      the transactions contemplated hereby has been duly authorized by its board
      of directors and no other corporate proceedings on its part are or will be
      necessary to authorize this Agreement and the transactions contemplated
      hereby;

              


      

       

      
        	
                (4)

              	
                This
      Agreement has been duly authorized, executed and delivered by Mogul and is
      a legal, valid and binding obligation of Mogul enforceable against Mogul
      in accordance with its terms;

              


      

       

      
        	
                (5)

              	
                Except
      as provided in the Operating Agreement, a true (other than the list of
      members attached thereto) and complete copy of which has been provided to
      Vesta, no person, any outstanding subscriptions, options, rights, warrants
      or other agreements or commitments obligating, potentially or otherwise,
      Mogul to sell, encumber or transfer or otherwise dispose of the Mogul
      Interest (in whole or in part) or any rights of Mogul arising from or in
      connection with the Mogul Interest and except as specifically provided for
      in this Agreement, Mogul is not party to and has not granted and shall not
      grant any agreement, warrant, option or right or privilege for the
      purchase, subscription or issuance of the Mogul Interest (in whole or in
      part) or any rights arising from or in connection with the Mogul Interest
      or any securities, rights or privileges convertible into or exchangeable
      for the Mogul Interest (in whole or in part) or any rights arising from or
      in connection with the Mogul
Interest;

              


      

       

      
        	
                (6)

              	
                Mogul
      has good and marketable title to the Mogul Interest, free of all
      Encumbrances and no person, firm or corporation has any agreement or
      option or right capable of becoming an agreement or option for the
      purchase from Mogul of all or any portion of the Mogul Interest, and the
      Mogul Interest is not subject to adjustment except as specifically
      provided in Section 4 of the Second Agreement as of the date this
      Agreement, and Mogul is the registered and beneficial owner of the Mogul
      Interest with good right, full power and absolute authority to sell and
      assign the Mogul Interest to Vesta for the purpose and in the manner as
      provided in this Agreement. As at the date of this Agreement, the Mogul
      Interest is not subject to any shareholder, pooling, escrow, voting trust
      or similar agreements whether voluntary or otherwise other than as related
      to the Qualifying Transaction or which cannot be terminated at the
      discretion of Mogul. There is no suit, action, litigation, arbitration
      proceeding or governmental proceeding, including appeals and applications
      for review, in progress, pending or contemplated or, to the knowledge of
      Mogul, threatened against or related to the Mogul Interest or which would
      affect Mogul’s ability to sell the Mogul Interest as provided for in this
      Agreement;

              


      

       

      
        
           


        

        
          41

          
            

          

        

        
           


        

      


      
        	
                (7)

              	
                As
      of the date hereof, Mogul has paid US$425,000 to Excelaron in respect of
      the Mogul Interest;

              


      

       

      
        	
                (8)

              	
                All
      consents or other approvals necessary to transfer the Mogul Interest to
      Vesta as contemplated pursuant to the Mogul Transaction, have or prior to
      the Qualifying Transaction date, will have been
  obtained;

              


      

       

      
        	
                (9)

              	
                Mogul
      has all requisite corporate capacity, power and authority and possess all
      material certificates, authority, permits and licenses issued by the
      appropriate state, municipal or federal regulatory agencies or bodies
      necessary to conduct its business as now conducted by it and to own its
      assets and is in compliance in all material respects with such
      certificates, authorities, permits or licenses and has not received any
      notice of proceedings relating to the revocation or modification of any
      such certificate, authority, permit or license which, singly or in the
      aggregate, if the subject of an unfavourable decision, order, finding or
      ruling, would materially and adversely affect the conduct of the business,
      operations or financial condition of
Mogul;

              


      

       

      
        	
                (10)

              	
                Mogul
      has made available to Chapman prior to the issuance of the 51-101 Report
      all material information requested by Chapman, which information was at
      the time such information was provided complete and accurate. The 51-101
      Report was prepared and the estimates of oil and gas assets contained
      therein have been prepared and disclosed in all material respects in
      accordance with National Instrument 51-101 “Standards of Disclosure for
      Oil and Gas Activities”. Since the 51-101 Report, Mogul has not prepared
      nor received any engineering reports which conclude that there has been a
      material reduction in the estimated gross oil reserves disclosed in the
      Reserves Report;

              


      

       

      
        	
                (11)

              	
                This
      Agreement has been duly authorized, executed and delivered by Mogul and is
      a legal, valid and binding obligation of Mogul enforceable against Mogul
      in accordance with their respective
terms;

              


      

       

      
        	
                (12)

              	
                The
      entering into and the performance by Mogul of the transactions
      contemplated herein:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Mogul
      does not require any Regulatory Approval, except that which may be
      required under applicable corporate and securities Laws and the policies
      of the TSXV;

              


      

       

      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Mogul
      does not contravene any statute or regulation of any Government Authority
      which is binding on it, where such contravention would materially and
      adversely affect the business, operations or financial condition
      (financial or otherwise) of Mogul;
and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                does
      not result in the breach of, or is in conflict with, or constitutes a
      default under, or creates a state of facts which, after notice or lapse of
      time, or both, would constitute a default under any term or provision of
      the Governing Documents or resolutions of Mogul or any mortgage, note,
      indenture, contract or agreement, instrument, lease or other document to
      which it is a party, or any judgment, decree or order or any term or
      provision thereof, which breach, conflict or default would materially and
      adversely affect the business, operations, capital or condition (financial
      or otherwise) of Mogul; and

              


      

       

      
        	
                (13)

              	
                There
      are no suits, actions or litigation or arbitration proceedings or
      governmental proceedings in progress pending or, to the best of the
      knowledge of Mogul, contemplated or threatened, to which Mogul is a party
      or to which the Mogul Interest is subject. There is not presently
      outstanding against Mogul any judgment,
      injunction, rule or order of any court, governmental department,
      commission, agency or arbitrator that would materially affect the Mogul
      Interest;

              


      

       

      
        	
                (14)

              	
                Mogul
      acknowledges and agrees that the Vesta Shares issued to Mogul as
      consideration for the Mogul Interest may be subject to certain escrow
      provisions imposed by the TSXV and may be subject to a “restricted period”
      pursuant to Section 2.5 of National Instrument 45-102 “Resale of
      Securities” or “seasoning period” pursuant to Section 2.6 of National
      Instrument 45-102 “Resale of Securities”;
and

              


      

       

      
        	
                (15)

              	
                No
      consents of, filings with or approval of any Person is required to permit
      Mogul to complete the transactions contemplated by this
      Agreement.

              


      

       

      
        	
                4.4

              	
                Representations
      and Warranties of Barisan

              


      

       

      Barisan
represents and warrants as follows to Vesta and acknowledges and agrees that
Vesta is relying upon the representations and warranties as
follows:

      


      
        	
                (1)

              	
                Barisan
      has been duly incorporated and is validly existing under the Laws of the
      Commonwealth of Australia and is current and up-to-date and in compliance
      with all filings required to be made by it in the Commonwealth of
      Australia;

              


      

       

      
        	
                (2)

              	
                Barisan
      has full corporate power, capacity and authority to undertake all steps of
      the Barisan Transaction and the Qualifying Transaction and the
      Reorganization required by it as contemplated in this Agreement and the
      Barisan Agreement (collectively the “Barisan Agreements”) and
      to carry out its obligations under the Barisan Agreements and the
      Reorganization;

              


      

       

      
        	
                (3)

              	
                The
      execution and delivery of the Barisan Agreements  and the
      consummation by Barisan of the transactions contemplated thereby has been
      duly authorized by its board of directors and no other corporate
      proceedings on its part are or will be necessary to authorize the Barisan
      Agreements and the transactions contemplated
  thereby;

              


      

       

      
        
           


        

        
          43

          
            

          

        

        
           


        

      


      
        	
                (4)

              	
                This
      Agreement has been and each of the other Barisan Agreements will at the
      Effective Time be, duly authorized executed and delivered by Barisan and
      is (in the case of this Agreement) or will be at the date of execution (in
      the case of the other Barisan Agreements) legal, valid and binding
      obligations of Barisan enforceable against Barisan in accordance with
      their respective terms;

              


      

       

      
        	
                (5)

              	
                Except
      as provided in the Operating Agreement, a true (other than the list of
      members attached thereto) and complete copy of which has been provided to
      Vesta, no person, any outstanding subscriptions, options, rights, warrants
      or other agreements or commitments obligating, potentially or otherwise,
      Barisan to sell, encumber or transfer or otherwise dispose of the Barisan
      Interest (in whole or in part) or any rights of Barisan arising from or in
      connection with the Barisan Interest and except as specifically provided
      for in this Agreement, Barisan is not party to and has not granted and
      shall not grant any agreement, warrant, option or right or privilege for
      the purchase, subscription or issuance of the Barisan Interest (in whole
      or in part) or any rights arising from or in connection with the Barisan
      Interest or any securities, rights or privileges convertible into or
      exchangeable for the Barisan Interest (in whole or in part) or any rights
      arising from or in connection with the Barisan
  Interest;

              


      

       

      
        	
                (6)

              	
                Barisan
      has good and marketable title to the Barisan Interest, free of all
      Encumbrances and no person, firm or corporation has any agreement or
      option or right capable of becoming an agreement or option for the
      purchase from Barisan of all or any portion of the Barisan Interest and
      the Barisan Interest is not subject to adjustment, except as specifically
      provided in Section 4 of the Second Agreement, and Barisan is the
      registered and beneficial owner of the Barisan Interest with good right,
      full power and absolute authority to sell and assign the Barisan Interest
      to Mogul as contemplated in this Agreement. As at the date of this
      Agreement, the Barisan Interest is not subject to any shareholder,
      pooling, escrow, voting trust or similar agreements whether voluntary or
      otherwise other than as related to the Qualifying Transaction or which
      cannot be terminated at the discretion of Barisan. There is no suit,
      action, litigation, arbitration proceeding or governmental proceeding,
      including appeals and applications for review, in progress or threatened
      against or related to the Barisan Interest or which would affect Barisan’s
      ability to sell the Barisan Interest to Mogul as contemplated in this
      Agreement;

              


      

       

      
        	
                (7)

              	
                Barisan
      has all requisite corporate capacity, power and authority and possesses
      all material certificates, authority, permits and licenses issued by the
      appropriate state, municipal or federal regulatory agencies or bodies
      necessary to conduct its business as now conducted by it and to own its
      assets and is in compliance in all material respects with such
      certificates, authorities, permits or licenses and has not received any
      notice of proceedings relating to the revocation or modification of any
      such certificate, authority, permit or license which, singly or in the
      aggregate, if the subject of an unfavourable decision, order, finding or
      ruling, would materially and adversely affect the conduct of the business,
      operations or financial condition of
Barisan;

              


      

       

      
        	
                (8)

              	
                The
      entering into and the performance by Barisan of the transactions
      contemplated by the Barisan Agreements
herein:

              


      

       

      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                does
      not require any Regulatory Approval, except that which may be required
      under applicable corporate and securities Laws, the policies of the
      TSXV;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                does
      not contravene any statute or regulation of any Government Authority which
      is binding on it, where such contravention would materially and adversely
      affect the business, operations or financial condition (financial or
      otherwise) of Barisan; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                does
      not result in the breach of, or is in conflict with, or constitutes a
      default under, or creates a state of facts which, after notice or lapse of
      time, or both, would constitute a default under any term or provision of
      the Governing Documents or resolutions of Barisan or any mortgage, note,
      indenture, contract or agreement, instrument, lease or other document to
      which it is a party, or any judgment, decree or order or any term or
      provision thereof, which breach, conflict or default would materially and
      adversely affect the business, operations, capital or condition (financial
      or otherwise) of Barisan; and

              


      

       

      
        	
                (9)

              	
                There
      are no suits, actions or litigation or arbitration proceedings or
      governmental proceedings in progress pending or, to the best of the
      knowledge of Barisan, contemplated or threatened, to which Barisan is a
      party or to which the property of Barisan is subject. There is not
      presently outstanding against Barisan any judgment, injunction, rule or
      order of any court, governmental department, commission, agency or
      arbitrator.

              


      

       

      
        	
                (10)

              	
                No
      consents of, filings with or approval of any Person is required to permit
      Barisan to complete the transactions contemplated by this
      Agreement.

              


      

       

      
        	
                4.5

              	
                Representations
      and Warranties of Vesta and Covenants of Vesta with respect to
      Subco

              


      

       

      Vesta
hereby represents and warrants and with respect to Subco, covenants, to UHC,
Barisan, Mogul and Excelaron and acknowledges that each of them is relying upon
such representations, warranties and covenants, as follows:

      


      
        	
                (1)

              	
                Vesta
      has been duly incorporated and is validly existing under the Laws of the
      Province of Ontario and is current and up-to-date and in compliance with
      all filings required to be made by it in such
  jurisdiction;

              


      

       

      
        	
                (2)

              	
                Subco
      will be, immediately prior to the Qualifying Transaction Date, duly
      incorporated and validly existing under the Laws of the Province of
      Ontario and will be current and up-to-date with all filings required to be
      made by it in such jurisdiction;

              


      

       

      
        	
                (3)

              	
                Vesta
      has, and Subco immediately prior to the Qualifying Transaction Date will
      have, full corporate power, capacity and authority to undertake all steps
      of the Qualifying Transaction and the Reorganization required by it as
      contemplated in this Agreement, the Barisan Agreement and the Amalgamation
      Agreement (collectively, the “Vesta Documents”) and
      to carry out its obligations under the Vesta Documents and the
      Reorganization;

              


      

       

      
        
           


        

        
          45

          
            

          

        

        
           


        

      


      
        	
                (4)

              	
                The
      execution and delivery of the Vesta Documents and the consummation by
      Vesta and Subco of the transactions contemplated thereby has been duly
      authorized by its board of directors, and will be by Subco’s board of
      directors, and no other corporate proceedings on its part are or will be
      necessary to authorize the Vesta Documents and the transactions
      contemplated thereby;

              


      

       

      
        	
                (5)

              	
                This
      Agreement has been and each of the other Vesta Documents will at the
      Effective Time be, duly authorized executed and delivered by Vesta and
      Subco and is (in the case of this Agreement) or will be at the date of
      execution (in the case of the other Vesta Documents) legal, valid and
      binding obligations of Vesta and Subco enforceable against each of them in
      accordance with their respective
terms;

              


      

       

      
        	
                (6)

              	
                The
      authorized capital of Vesta consists of an unlimited number of Vesta
      Shares. As at the date hereof, the following securities of Vesta are
      issued and outstanding: (a) 6,303,000 Vesta Shares; (b) 200,000 Vesta
      Agent’s Options; and (c) 380,000 Vesta Plan Options, and no
      others;

              


      

       

      
        	
                (7)

              	
                Immediately
      prior to the Closing, the issued and outstanding Vesta Shares shall
      consist of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                the
      6,303,000 currently issued Vesta Shares;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                up
      to 200,000 Vesta Shares which may be issued in connection with the
      exercise of the 200,000 currently issued Vesta Agent’s
      Options,

              


      

       

      and no
more;

       

      
        	
                (8)

              	
                Immediately
      prior to the Closing, the following convertible securities of Vesta may be
      issued and outstanding up to 200,000 Vesta Agent’s Options, and there will
      not be any other outstanding subscriptions, options, rights, warrants or
      other agreements or commitments obligating, potentially or otherwise,
      Vesta to sell or issue any additional shares or securities of any class of
      Vesta or any securities convertible into any shares of any class of
      Vesta;

              


      

       

      
        	
                (9)

              	
                All
      issued Vesta Shares, have or at the Effective Time will be, duly
      authorized, validly allotted and issued as fully paid, non-assessable
      shares in the share capital of Vesta, and issued in compliance with all
      applicable corporate and securities
laws;

              


      

       

      
        	
                (10)

              	
                The
      authorized capital of Subco on the Qualifying Transaction Date will
      consist of an unlimited number of Subco Common Shares, of which one (1)
      Subco Common Share will be issued and outstanding at such
      date;

              


      

       

      
        	
                (11)

              	
                Vesta
      is a reporting issuer, or the equivalent thereof, in the provinces of
      British Columbia, Alberta and Ontario (collectively, the “Reporting
      Jurisdictions”) and is not in default of any requirement of the
      applicable securities Laws of each of the Reporting Jurisdictions and
      other regulatory instruments of the Securities Authorities in such
      provinces;

              


      

       

      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      
        	
                (12)

              	
                The
      issued and outstanding Vesta Shares are listed and posted for trading on
      the TSXV and no order ceasing or suspending trading in any securities of
      Vesta is currently outstanding and no proceedings for such purpose are
      pending or, to the best of the knowledge of Vesta, threatened, other than
      the halt of trading of the Vesta Shares initiated on September 22,
      2009;

              


      

       

      
        	
                (13)

              	
                Vesta
      is a “CPC” (as such term is defined in the Policy) and Vesta has to date
      complied with all of the requirements contained in the
    Policy;

              


      

       

      
        	
                (14)

              	
                Vesta
      is not party to and has not granted any agreement, warrant, option or
      right or privilege capable of becoming an agreement, for the purchase,
      subscription or issuance of any Vesta Shares or securities convertible
      into or exchangeable for Vesta Shares, other than the Vesta Plan Options
      and the Vesta Agent’s Options;

              


      

       

      
        	
                (15)

              	
                Immediately
      prior to the Amalgamation, Vesta will be the registered and beneficial
      owner of all of the Subco Common Shares and on such date neither Vesta nor
      Subco shall be a party to or have granted any agreement, warrant, option
      or right or privilege capable of becoming an agreement, for the purchase,
      subscription or issuance of any securities of Subco or securities
      convertible into or exchangeable for any securities of
    Subco;

              


      

       

      
        	
                (16)

              	
                Vesta
      is not a partner, co-tenant, joint venturer or otherwise a participant in
      any partnership, joint venture, co-tenancy or other similarly joint owned
      business.  Vesta has no assets other than cash and the Vesta 3G
      Loan or cash
      equivalents, has no liabilities other than liabilities which are reflected
      in the Vesta Financial Statements or otherwise incurred in the normal
      course all of which are in respect of obligations permitted under the
      Policy, has not commenced any commercial operations and has not and will
      not carry on any business other than the identification and evaluation of
      assets or businesses with a view to completing a potential “Qualifying
      Transaction” (as such term is defined in the
  Policy);

              


      

       

      
        	
                (17)

              	
                Vesta
      on the date hereof has, and Subco on the Qualifying Transaction Date will
      have, all requisite corporate capacity, power and authority, and possess
      all material certificates, authorities, permits and licenses issued by the
      appropriate provincial, municipal or federal regulatory agencies or bodies
      necessary to conduct the business as then conducted by it and which it
      shall conduct and to own its assets in compliance in all material respects
      with such certificates, authorities, permits or licenses and not then
      received any notice of proceedings relating to the revocation or
      modification of any such certificate, authority, permit or license which,
      singly or in the aggregate, if the subject of an unfavourable decision,
      order, finding or ruling, would materially and adversely affect the
      conduct of the business, operations, financial condition, income or future
      prospects of Vesta and Subco, taken as a
whole;

              


      

       

      
        	
                (18)

              	
                The
      entering into and the performance by Vesta of the transactions
      contemplated herein:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                does
      not require any Regulatory Approval, except that which may be required
      under applicable corporate and securities Laws, the policies of the
      TSXV;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                does
      not contravene any statute or regulation of any Government Authority which
      is binding on Vesta or Subco, where such contravention would materially
      and adversely affect the business, operations, capital or condition
      (financial or otherwise) of Vesta and Subco, taken as a whole;
      and

              


      

       

      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                does
      not result in the breach of, or be in conflict with, or constitute a
      default under,  or create a state of facts which, after notice
      or lapse of time, or both, would constitute a default under any term or
      provision of the Governing Documents or resolutions of Vesta or Subco or
      any Debt Instrument, mortgage, note, indenture, contract or agreement,
      instrument, lease or other document to which Vesta is a party, or any
      judgment, decree or order or any term or provision thereof, which breach,
      conflict or default would materially and adversely affect the business,
      operations, capital or condition (financial or otherwise) of Vesta and
      Subco, taken as a whole;

              


      

       

      
        	
                (19)

              	
                Other
      than with respect to the Vesta 3G Loan, there are no suits, actions or
      litigation or arbitration proceedings or governmental proceedings in
      progress, pending or, to the best of the knowledge of Vesta, contemplated
      or threatened, to which either or both of Vesta and/or Subco is a party or
      to which the property of Vesta and/or Subco is subject. There is not
      presently outstanding against Vesta any judgment, injunction, rule or
      order of any court, governmental department, commission, agency or
      arbitrator;

              


      

       

      
        	
                (20)

              	
                There
      are no material liabilities of Vesta, and on the Qualifying Transaction
      Date there will be no material liabilities of Subco, whether direct,
      indirect, absolute, contingent or otherwise, which are not disclosed or
      reflected in the Vesta Financial Statements, except those incurred in the
      ordinary course of business or expenses incurred and to be incurred in
      connection with transactions contemplated
  hereby;

              


      

       

      
        	
                (21)

              	
                All
      information that has been prepared by Vesta relating to Vesta and Subco
      and Vesta’s business, property and liabilities and either publicly
      disclosed or provided to UHC, Barisan, Mogul or Excelaron and which will
      be included in the Filing Statement, including all financial and
      operational information will be, to the knowledge of Vesta, as of the date
      of such information, true and correct in all material respects, and no
      fact or facts will have been omitted therefrom which would make such
      information materially misleading;

              


      

       

      
        	
                (22)

              	
                The
      Vesta Financial Statements have been prepared in accordance with Canadian
      GAAP and present fairly, in all material respects, the financial position
      of Vesta as at such dates and do not omit to state any material fact that
      is required by Canadian GAAP or by applicable Law to be stated or
      reflected therein or which is necessary to make the statements contained
      therein not misleading;

              


      

       

      
        	
                (23)

              	
                As
      of the date hereof Vesta has cash in the approximate amount of
      $117,862;

              


      

       

      
        	
                (24)

              	
                All
      filings and fees required to be made by Vesta, and to be made by Subco,
      pursuant to applicable Laws have or will be made and paid and such filings
      were or will be true and accurate as at the respective dates thereof and
      Vesta has not filed any confidential material change reports. The Public
      Information Record relating to Vesta does not contain a misrepresentation
      at the time of filing that has not been corrected since
      filing;

              


      

       

      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      
        	
                (25)

              	
                All
      Taxes due and payable by Vesta have been paid except for where the failure
      to pay such taxes would not constitute an adverse material fact of Vesta,
      or result in a Material Adverse Change to Vesta. All tax returns,
      declarations, remittances and filings required to be filed by Vesta have
      been filed with all appropriate governmental authorities and all such
      returns, declarations, remittances and filings are complete and accurate
      and no material fact or facts have been omitted therefrom which would make
      any of them misleading except where the failure to file such documents
      would not constitute an adverse material fact of Vesta or result in a
      Material Adverse Change to Vesta. No examination of any tax return of
      Vesta is currently in progress and there are no issues or disputes
      outstanding with any governmental authority respecting any taxes that have
      been paid, or may be payable, by Vesta. There are no agreements with any
      taxation authority providing for an extension of time for any assessment
      or reassessment of taxes with respect to
Vesta;

              


      

       

      
        	
                (26)

              	
                There
      is no Person acting or purporting to act at the request of Vesta who is
      entitled to any brokerage or finder’s fee in connection with the
      transaction described herein;

              


      

       

      
        	
                (27)

              	
                Since
      the date of its incorporation, Vesta has not, directly or indirectly,
      declared or paid any dividend or declared or made any other distribution
      on any of its shares or securities of any class, or, directly or
      indirectly, redeemed, purchased or otherwise acquired any of its shares or
      securities or agreed to do any of the
foregoing;

              


      

       

      
        	
                (28)

              	
                There
      is not, nor will there be in respect of Subco on the Qualifying
      Transaction Date, in its Governing Documents or in any agreement,
      mortgage, note, debenture, indenture or other instrument or document to
      which Vesta or Subco is a party, any restriction upon or impediment to,
      the declaration or payment of dividends by the directors of Vesta or Subco
      or the payment of dividends by Vesta or Subco to the holders of their
      securities;

              


      

       

      
        	
                (29)

              	
                Other
      than in connection with the Vesta 3G Loan, Vesta is not, and Subco will
      not be, on the Qualifying Transaction Date, a party to any Debt Instrument
      or any agreement, contract or commitment to create, assume or issue any
      Debt Instrument;

              


      

       

      
        	
                (30)

              	
                Except
      to the extent that Vesta must comply with the policies of the TSXV, Vesta
      is not, nor will Subco be on the Qualifying Transaction Date, a party to
      or bound or affected by any commitment, agreement or document containing
      any covenant which expressly limits the freedom of such Person to compete
      in any line of business, or to transfer or move any of its respective
      assets or operations or which would prohibit or restrict Vesta or Subco
      from entering into and completing the Qualifying
    Transaction;

              


      

       

      
        	
                (31)

              	
                Vesta
      is not, nor will Subco be on the Qualifying Transaction Date, a party to
      any agreement, nor is Vesta aware of any agreement, which in any manner
      affects or will affect the voting control of any of the Vesta Shares or
      other securities of Vesta or Subco;

              


      

       

      
        	
                (32)

              	
                Vesta
      has conducted, and on the Qualifying Transaction Date Subco will have,
      conducted its business in compliance in all material respects with all
      applicable Laws of each jurisdiction in which it carries on business and
      with all Laws, tariffs and directives material to its
      operation;

              


      

       

      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      
        	
                (33)

              	
                Vesta
      does not have, and Subco will not have on the Qualifying Transaction Date,
      any loan or other indebtedness outstanding which has been made to any of
      its shareholders, officers, directors or employees, past or present, or
      any person not dealing at “arm’s length” (as such term is defined in the
      Income Tax Act
      (Canada));

              


      

       

      
        	
                (34)

              	
                On
      or before the Effective Date, Vesta, Subco and their respective boards of
      directors will have taken all necessary actions, steps and corporate and
      other proceedings to approve or authorize, validly and effectively, the
      entering into, and the execution, delivery and performance of this
      Agreement and the Amalgamation
Agreement;

              


      

       

      
        	
                (35)

              	
                Other
      than Subco, Vesta has no Subsidiaries and does not own any securities
      issued by, or any equity or ownership interest in, any other Persons.
      Vesta is not subject to any obligation to make any investment in or to
      provide funds by way of loan, capital contribution or otherwise to any
      Persons; and will have no Subsidiaries and will not own any securities
      issued by, or any equity or ownership interest in, any other Persons.
      Subco will not be not subject to any obligation to make any investment in
      or to provide funds by way of loan, capital contribution or otherwise to
      any Persons;

              


      

       

      
        	
                (36)

              	
                The
      only officers and directors of Vesta are as hereinafter set
      forth:

              


      

       

      
        	
                Name

              	
                Office

              
	
                Harold
      Wolkin

              	
                President,
      CEO, CFO and Secretary

              
	
                Frank
      Bellotti

              	
                Director

              
	
                Lawrence
      Friedman

              	
                Director

              
	
                Richard
      Patricio

              	
                Director

              
	
                Donny
      Kanovsky

              	
                Vice-President

              


      

      


      
        	
                (37)

              	
                The
      only officers and directors of Subco will on the Qualifying Transaction
      Date be as hereinafter set forth:

              


      

       

      
        	
                Name

              	
                Office

              
	
                Frank
      Bellotti

              	
                Director
      and President

              
	 
      	 
      


      

      


      
        	
                (38)

              	
                As
      of the date hereof, the corporate records and minute books of Vesta are
      materially complete and accurate. The share certificate books, register of
      security holders, register of transfers and register of directors and any
      similar corporate records of Vesta are complete and accurate in all
      material respects;

              


      

       

      
        	
                (39)

              	
                The
      issued and outstanding Vesta Shares have been duly authorized, validly
      allotted and issued as fully paid, non-assessable shares in the capital of
      Vesta and in compliance in all material respects with applicable corporate
      and securities Laws. The Vesta Shares to be issued in connection with the
      Qualifying Transaction (including, without limitation, the Vesta Shares
      issuable upon the due exercise of the Vesta UHC Replacement Warrants) will
      be, at the Effective Time, duly authorized, validly allotted and issued as
      fully paid, non-assessable shares in the capital of Vesta and in
      compliance with applicable corporate and securities
  Laws;

              


      

       

      
        
           


        

        
          50

          
            

          

        

        
           


        

      


      
        	
                (40)

              	
                To
      the best of the knowledge of Vesta, there are no shareholders’ agreements,
      pooling agreements, voting trusts or other similar agreements with respect
      to the ownership or voting of any of the Vesta
  Shares;

              


      

       

      
        	
                (41)

              	
                None
      of the information furnished to UHC, Excelaron, Barisan and Mogul, and
      their respective representatives and counsel relating to Vesta and Subco,
      including, without limitation, all financial information, contains any
      misrepresentation likely to result in a Material Adverse Change to
      Vesta;

              


      

       

      
        	
                (42)

              	
                Vesta
      is not aware of any pending or contemplated change to any applicable Law
      or governmental position that would materially affect the business of
      Vesta as currently conducted or the legal environment under which Vesta
      operates;

              


      

       

      
        	
                (43)

              	
                Vesta
      is the owner of and has good and marketable title to all of the material
      properties and Vesta Assets, including, without limitation, all properties
      and Vesta Assets reflected in the Vesta Financial Statements, in each case
      free and clear of all Encumbrances whatsoever other than Permitted
      Encumbrances;

              


      

       

      
        	
                (44)

              	
                Vesta
      is not the owner, lessee, licensee, or occupant of, or subject to any
      agreement or option to own or lease, any real property or any interest in
      any real property;

              


      

       

      
        	
                (45)

              	
                Vesta
      is not a party to, or under any agreement to become a party to, any lease
      with respect to real property;

              


      

       

      
        	
                (46)

              	
                Vesta
      has not received notice of any material defect in its title or claim to
      the Vesta Assets or any notice from any third party claiming such an
      interest, and, for the period of time that Vesta has owned the Vesta
      Assets, all material relevant obligations of Vesta have been performed and
      observed;

              


      

       

      
        	
                (47)

              	
                The
      material contracts of the Vesta listed in Schedule 4.5(47) attached hereto
      (the “Vesta Material
      Contracts”) are the only material documents and contracts currently
      in effect under and by virtue of which Vesta is entitled to the Vesta
      Assets and conducts the Vesta
Business;

              


      

       

      
        	
                (48)

              	
                All
      of the Vesta Material Contracts are valid and subsisting and Vesta has not
      received notice of any default, breach of or termination under any Vesta
      Material Contract and to Vesta’s knowledge, no other party to any Vesta
      Material Contract is in default, breach of or has terminated or purported
      to terminate any Vesta Material
Contract;

              


      

       

      
        	
                (49)

              	
                Vesta
      does not own any material intellectual
property;

              


      

       

      
        	
                (50)

              	
                Vesta
      does not have and has never had any
employees;

              


      

       

      
        	
                (51)

              	
                Vesta
      is in compliance with all terms and conditions of employment and all Laws
      respecting employment, including pay equity, wages, hours of work,
      overtime, human rights and occupational health and safety, and there are
      no outstanding claims, complaints, investigations or orders under any such
      Laws and, to the knowledge of Vesta, there is no basis for such
      claim;

              


      

       

      
        
           


        

        
          51

          
            

          

        

        
           


        

      


      
        	
                (52)

              	
                Vesta
      has not and is not engaged in any unfair labour practice and no unfair
      labour practice complaint, grievance or arbitration proceeding is pending
      or, to the knowledge of Vesta, threatened against
  Vesta;

              


      

       

      
        	
                (53)

              	
                Vesta
      is not a party to any collective bargaining agreement, contract or legally
      binding commitment to any trade union or employee organization in respect
      of or affecting any employees of
Vesta;

              


      

       

      
        	
                (54)

              	
                No
      collective agreement is currently being negotiated by Vesta or any other
      Person, in respect of employees of
Vesta;

              


      

       

      
        	
                (55)

              	
                No
      trade union, council of trade unions, employee bargaining agency or
      affiliated bargaining agent holds bargaining rights with respect to any of
      the employees of Vesta by way of certification, interim certification,
      voluntary recognition, or succession rights, or has applied or, to the
      knowledge of Vesta, threatened to apply to be certified as the bargaining
      agent of any employees of Vesta. To the knowledge of Vesta, there are no
      threatened or pending union organizing activities involving any employees
      of Vesta. There is no labour strike, dispute, work slowdown or stoppage
      pending or involving or, to the knowledge of Vesta, threatened against
      Vesta and no such event has occurred within the last three (3) years
      (other than as disclosed in writing to
Vesta);

              


      

       

      
        	
                (56)

              	
                No
      trade union has applied to have Vesta declared a common or related
      employer pursuant to the Labour Relations Act
      (Ontario) or any similar legislation in any jurisdiction in which Vesta
      carries  on business;

              


      

       

      
        	
                (57)

              	
                Each
      independent contractor engaged by Vesta has been properly classified by
      Vesta as an independent contractor and Vesta has not received any notice
      from any Government Authority disputing such
    classification;

              


      

       

      
        	
                (58)

              	
                There
      are no outstanding assessments, penalties, fines, liens, charges,
      surcharges, or other amounts due or owing pursuant to any workplace safety
      and insurance legislation and Vesta has not been reassessed in any
      material respect under such legislation during the past three (3) years
      and no audit of Vesta is currently being performed pursuant to any
      applicable workplace safety and insurance legislation. There are no claims
      or potential claims which may materially adversely affect the accident
      cost experience of Vesta in respect of its business (other than as
      disclosed in writing to Vesta);

              


      

       

      
        	
                (59)

              	
                There
      are no charges pending under applicable occupational health and safety
      legislation and Vesta has complied in all material respects with any
      orders issued under applicable occupational health and safety legislation
      and there are no appeals of any orders under such legislation currently
      outstanding; and

              


      

       

      
        	
                (60)

              	
                There
      has never been a reportable disagreement (within the meaning of National
      Instrument 51-102) with the present auditors of
  Vesta.

              


      

       

      
        	
                4.6

              	
                Representations
      and Warranties of AOC

              


      

       

      AOC
hereby represents and warrants to Vesta, UHC, Barisan, Mogul and Excelaron and
acknowledges that each of them is relying upon such representations, warranties
and covenants, as follows:


      
        
           


        

        
          52

          
            

          

        

        
           


        

      


      
        	
                (1)

              	
                AOC2
      is a 100% wholly-owned subsidiary of AOC, and AOC shall, and shall cause
      AOC2, to take all such actions as are necessary to complete the
      Reorganization.

              


      

       

      ARTICLE
5

      CONDUCT
OF BUSINESS

       

      
        	
                5.1

              	
                Conduct
      of Business by UHC, Excelaron and
Vesta

              


      

       

      Except as
required by Law or as otherwise expressly permitted or specifically contemplated
by this Agreement, each of UHC, Excelaron and Vesta covenants and agrees in
respect of itself that, during the period from the date of this Agreement until
the earlier of either the Effective Time or the time that this Agreement is
terminated by its terms, or upon consent of the Approval Parties
that:

       

      
        	
                (1)

              	
                Each
      of Vesta, UHC and Excelaron shall conduct business in, and not take any
      action except in, the usual and ordinary course of business and consistent
      with past practice, and shall use all commercially reasonable efforts to
      maintain and preserve its business organization, assets, employees and
      advantageous business
relationships;

              


      

       

      
        	
                (2)

              	
                Vesta
      shall not take any action which would be reasonably expected to result in
      the delisting or suspension of the Vesta Shares from the TSXV and shall
      comply, in all material respects, with the rules and policies
      thereof;

              


      

       

      
        	
                (3)

              	
                Vesta,
      UHC and Excelaron shall not, directly or indirectly, do or permit to occur
      any of the following, except as otherwise contemplated
    herein:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                amend
      its Governing Documents;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                declare,
      set aside or pay any dividend or other distribution or payment (whether in
      cash, shares or property) in respect of its shares, membership interests
      or other ownership interests owned by any Person other than
      inter-corporate loans and advances or as contemplated
    hereby;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                issue,
      grant, sell or pledge or agree to issue, grant, sell or pledge any shares
      or membership interests, or securities convertible into or exchangeable or
      exercisable for, or otherwise evidencing a right to acquire shares or any
      membership interests or other ownership interests, other than the issuance
      by Vesta of Vesta Shares upon the exercise of Vesta Agent’s Options or
      Vesta Plan Options or in connection with the fee payable to the Agents or
      in connection with the UHC
Financing;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                redeem,
      purchase or otherwise acquire any of its outstanding shares or other
      securities including, without limitation, under an issuer
    bid;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                reduce
      its stated capital or contributed
capital;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                enter
      into or modify any contract, agreement, commitment or arrangement with
      respect to any of the foregoing, except as permitted
  above;

              


      

       

      
        
           


        

        
          53

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                other
      than in connection with the Qualifying Transaction and as specifically
      described in the Filing Statement, reorganize, amalgamate or merge with
      any other Person, nor acquire by amalgamating, merging or consolidating
      with, purchasing a majority of the voting securities or substantially all
      of the assets of or otherwise, any business or Person which acquisition or
      other transaction would reasonably be expected to prevent, materially
      delay or materially alter the Qualifying Transaction contemplated
      hereby;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                option,
      sell, pledge, dispose of or otherwise transfer or agree to transfer or
      encumber any assets;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                acquire
      (by merger, amalgamation, consolidation or acquisition of shares or
      assets) any corporation, partnership or other business organization or
      division thereof, or make any investment either by purchase of shares or
      securities, contributions of capital or property
  transfer;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                acquire
      any material assets;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                incur
      any indebtedness for borrowed money, other than pursuant to existing
      facilities, or any other material liability or obligation or issue any
      debt securities or assume, guarantee, endorse or otherwise as an
      accommodation become responsible for the obligations of any other
      individual or entity, or make any loans or advances, other than the
      Personnel Obligations and fees payable to legal and accounting advisors in
      the ordinary course and reasonable fees payable to legal, accounting,
      engineering and financial advisors in connection with the Qualifying
      Transaction and matters contemplated by this
  Agreement;

              


      

       

      
        	
                 
      

              	
                (l)

              	
                authorize,
      recommend or propose any release or relinquishment of any material
      contractual right;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                waive,
      release, grant or transfer any material rights of value or modify or
      change in any material respect any existing material license, lease,
      contract, production sharing agreement, government land concession or
      other material document;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                enter
      into any agreements with its managers, directors or officers or their
      respective associates (as such term is defined in the Securities Act
      (Ontario));

              


      

       

      
        	
                 
      

              	
                (o)

              	
                terminate
      the employment of or hire any additional officer, director, manager or
      employee, or make any changes to its current officers, directors, managers
      or employees;

              


      

       

      
        	
                 
      

              	
                (p)

              	
                terminate
      or enter into any material contracts, permits, licenses, leases or other
      similar instruments; or

              


      

       

      
        	
                 
      

              	
                (q)

              	
                authorize
      or propose any of the foregoing, or enter into or modify any contract,
      agreement, commitment or arrangement to do any of the
      foregoing.

              


      

       

      
        
           


        

        
          54

          
            

          

        

        
           


        

      


      
        	
                (4)

              	
                Vesta,
      UHC and Excelaron will not, without prior consultation with and the
      consent of the other Approval Parties: (a) enter into new commitments of a
      capital expenditure nature or (b) incur any new contingent liabilities
      other than: (i) ordinary course expenditures; (ii) expenditures required
      by the Laws; (iii) expenditures made in connection with the Qualifying
      Transaction contemplated in this Agreement; and (iv) capital expenditures
      required to prevent the occurrence of a Material Adverse
      Change;

              


      

       

      
        	
                (5)

              	
                Other
      than as contemplated by this Agreement, Vesta, UHC and Excelaron will not
      adopt or amend or make any contribution to any bonus, profit sharing,
      option, deferred compensation, insurance, incentive compensation, other
      compensation or other similar plan, agreement, trust, fund or arrangements
      for the benefit of directors, officers, employees, except as is necessary
      to comply with applicable Law or with respect to existing provisions of
      any such plans, programs, arrangements or
  agreements.

              


      

       

      
        	
                5.2

              	
                Conduct
      of Business by Barisan and Mogul

              


      

       

      Except as
required by Law or as otherwise expressly permitted or specifically contemplated
by this Agreement, each of Barisan and Mogul covenants and agrees in respect of
itself that, during the period from the date of this Agreement until the earlier
of either the Effective Time or the time that this Agreement is terminated by
its terms, or upon consent of the Approval Parties that:

       

      
        	
                (1)

              	
                Each
      of Barisan and Mogul shall, with respect to its treatment of their
      respective Membership Interests, conduct business in, and not take any
      action except in, the usual and ordinary course of business and consistent
      with past practice, and shall use all commercially reasonable efforts to
      maintain and preserve its business organization, assets, employees and
      advantageous business
relationships;

              


      

       

      
        	
                (2)

              	
                Each
      of Barisan and Mogul shall not, directly or indirectly, do or permit to
      occur any of the following, except as otherwise contemplated
      herein:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                other
      than in connection with the Qualifying Transaction and as specifically
      described in the Filing Statement, reorganize, amalgamate or merge with
      any other Person, nor acquire by amalgamating, merging or consolidating
      with, purchasing a majority of the voting securities or substantially all
      of the assets of or otherwise, any business or Person which acquisition or
      other transaction would reasonably be expected to prevent, materially
      delay or materially alter the Qualifying Transaction contemplated hereby;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                option,
      sell, pledge, dispose of or otherwise transfer or agree to transfer or
      encumber its respective Membership
Interest.

              


      

       

      ARTICLE
6

      COVENANTS

       

      
        	
                6.1

              	
                Representations
      and Warranties

              


      

       

      
        	
                (1)

              	
                Each
      Party covenants and agrees that from the date hereof until the earlier of
      the Effective Time or the termination of this Agreement, they shall not
      take any action, or fail to take any action, which would or may reasonably
      be expected to result in any of their respective representations and
      warranties as set out in Article 4 being untrue in any material
      respect.

              


      

       

      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      
        	
                6.2

              	
                Notice
      of Material Change

              


      

       

      
        	
                (1)

              	
                From
      the date hereof until the earlier of the Effective Time or the termination
      of this Agreement, each Party shall promptly notify the each of the other
      Parties in writing of:

              


      

       

      
        	
                 
      

              	
                (a)

              	
                any
      material change (actual, anticipated, contemplated or, to the best of the
      knowledge of such Party threatened, financial or otherwise) in the
      business, affairs, operations, assets, liabilities (contingent or
      otherwise) or capital of such Party taken as
  whole;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                any
      change in the facts relating to any representation or warranty set out in
      Sections 4.1, 4.2, 4.3, 4.4. or 4.5 hereof, as applicable, which change is
      or may be of such a nature as to render any such representation or
      warranty misleading or untrue in a material respect;
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                any
      material fact which arises and which would have been required to be stated
      herein had the fact arisen on or prior to the date of this
      Agreement.

              


      

       

      
        	
                (2)

              	
                Each
      of the Parties shall in good faith discuss with the Approval Parties any
      change in circumstances (actual, anticipated, contemplated or threatened,
      financial or otherwise) which is of such a nature that there may be a
      reasonable question as to whether notice need be given to the other
      pursuant to this Section.

              


      

       

      
        	
                6.3

              	
                Books
      & Records

              


      

       

      Vesta
will continue to make available and cause to be made available to UHC,
Excelaron, Barisan and Mogul and their respective agents and advisors, all
documents and agreements (including, without limitation, minute books) as may be
necessary to enable each of them to effect a thorough investigation of Vesta and
the business, properties and financial status and in the case of UHC in
particular, to enable UHC to provide all disclosure necessary or advisable to
the UHC Securityholders to obtain the approval of the UHC Securityholders. Each
of UHC, Mogul, Barisan and Excelaron will continue to make available and cause
to be made available to Vesta and its agents and advisors, all documents and
agreements (including, without limitation, minute books) as may be necessary to
enable Vesta to effect a thorough investigation of each of them and their
respective business, properties and financial status and to enable Vesta to
provide all disclosure necessary or advisable to the holders of Vesta
securities.

      


      
        	
                6.4

              	
                Additional
      Vesta Covenants

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Vesta
      will reserve sufficient Vesta Shares for issuance in accordance with the
      terms of this Agreement and the terms of the Vesta UHC Replacement
      Warrants;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Vesta
      will, on the Effective Date, issue Vesta Shares to those persons entitled
      thereto pursuant to the Amalgamation and to Mogul pursuant to the Mogul
      Transaction in accordance with this
Agreement;

              


      

       

      
        
           


        

        
          56

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Vesta
      covenants and agrees that, from the date hereof until the termination of
      this Agreement, it shall not take any action, or fail to take any action,
      which would or may reasonably be expected to result in the representations
      and warranties set out in Section 4.5 being untrue in any material
      respect; and

              


      

       

      
        	
                 
      

              	
                (d)

              	
                The
      Vesta Shares to be issued upon completion of the Amalgamation and the
      Mogul Transaction shall be validly issued as fully paid and
      non-assessable.

              


      

       

      
        	
                6.5

              	
                Non-Solicitation

              


      

       

      
        	
                (1)

              	
                Vesta
      shall not solicit any offers to purchase its shares or assets and it will
      not initiate or encourage any discussions or negotiations with any third
      party with respect to such a transaction or amalgamation, merger,
      take-over, plan of arrangement or similar transaction during the period
      commencing on the date hereof and ending on the first to occur of: (a) the
      termination of this Agreement; and (b) the Deadline Date. Vesta shall
      immediately cease and cause to be terminated any existing discussions or
      negotiations with any Person related to any of the foregoing. In the event
      Vesta is approached in respect of any such transaction, it shall
      immediately notify UHC, Excelaron, Mogul and
  Barisan.

              


      

       

      
        	
                (2)

              	
                UHC
      shall not solicit any offers to purchase its shares or assets and it will
      not initiate or encourage any discussions or negotiations with any third
      party with respect to such a transaction or amalgamation, merger,
      take-over, plan of arrangement or similar transaction during the period
      commencing on the date hereof and ending on the first to occur of: (a) the
      termination of this Agreement; and (b) the Deadline Date. UHC shall
      immediately cease and cause to be terminated any existing discussions or
      negotiations with any Person related to any of the foregoing. In the event
      UHC is approached in respect of any such transaction, it shall immediately
      notify Vesta.

              


      

       

      
        	
                (3)

              	
                Excelaron
      shall not solicit any offers to purchase its shares or assets and it will
      not initiate or encourage any discussions or negotiations with any third
      party with respect to such a transaction or amalgamation, merger,
      take-over, plan of arrangement or similar transaction during the period
      commencing on the date hereof and ending on the first to occur of: (a) the
      termination of this Agreement; and (b) the Deadline Date. Excelaron shall
      immediately cease and cause to be terminated any existing discussions or
      negotiations with any Person related to any of the foregoing. In the event
      Excelaron is approached in respect of any such transaction, it shall
      immediately notify Vesta.

              


      

       

      
        	
                (4)

              	
                Mogul
      shall not solicit any offers to purchase the Mogul Interest and it will
      not initiate or encourage any discussions or negotiations with any third
      party with respect to such a transaction or amalgamation, merger,
      take-over, plan of arrangement or similar transaction which may in any way
      prevent Mogul from completing the Mogul Transaction, during the period
      commencing on the date hereof and ending on the first to occur of: (a) the
      termination of this Agreement; and (b) the Deadline Date. Mogul shall
      immediately cease and cause to be terminated any existing discussions or
      negotiations with any Person related to any of the foregoing. In the event
      Mogul is approached in respect of any such transaction, it shall
      immediately notify Vesta.

              


      

       

      
        
           


        

        
          57

          
            

          

        

        
           


        

      


      
        	
                (5)

              	
                Barisan
      shall not solicit any offers to purchase the Barisan Interest and it will
      not initiate or encourage any discussions or negotiations with any third
      party with respect to such a transaction or amalgamation, merger,
      take-over, plan of arrangement or similar transaction which may in any way
      prevent Barisan from completing the Barisan Transaction, during the period
      commencing on the date hereof and ending on the first to occur of: (a) the
      termination of this Agreement; and (b) the Deadline Date. Barisan shall
      immediately cease and cause to be terminated any existing discussions or
      negotiations with any Person related to any of the foregoing. In the event
      Barisan is approached in respect of any such transaction, it shall
      immediately notify Vesta.

              


      

       

      
        	
                (6)

              	
                AOC
      shall not solicit any offers to purchase its shares or its Membership
      Interests and it will not initiate or encourage any discussions or
      negotiations with any third party with respect to such a transaction or
      amalgamation, merger, take-over, plan of arrangement or similar
      transaction during the period commencing on the date hereof and ending on
      the first to occur of: (a) the termination of this Agreement; and (b) the
      Deadline Date. AOC shall immediately cease and cause to be terminated any
      existing discussions or negotiations with any Person related to any of the
      foregoing. In the event AOC is approached in respect of any such
      transaction, it shall immediately notify
Vesta.

              


      

       

      
        	
                6.6

              	
                Covenants
      of UHC

              


      

       

      On or
before the Effective Date, UHC covenants and agrees to use its reasonable best
efforts to cause the UHC Securityholders to take all necessary actions, steps
and corporate and other proceedings to approve or authorize, validly and
effectively, the entering into, and the execution, delivery and performance of
this Agreement and the Amalgamation Agreement.

      


      
        	
                6.7

              	
                Covenants
      of UHC and Barisan

              


      

       

      On or
before the Effective Date, UHC and Barisan covenant and agree to use their best
efforts to complete the Barisan Transaction.

      


      
        	
                6.8

              	
                Mutual
      Covenants

              


      

       

      Subject
to the terms and conditions of this Agreement and subject to fiduciary
obligations under applicable Laws, each of the Parties covenant and agree to use
all commercially reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective as promptly as practicable the Qualifying
Transaction contemplated by this Agreement and the Filing Statement and to
cooperate with each other in connection with the foregoing, including, as
applicable, using commercially reasonable efforts:

      


      
        	
                 
      

              	
                (a)

              	
                to
      obtain all necessary waivers, consents and approvals from other parties to
      material agreements, leases and other contracts or
    agreements;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                to
      use all commercially reasonable efforts to obtain all appropriate
      Regulatory Approvals;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                to
      defend all lawsuits or other legal proceedings challenging this Agreement
      or the consummation of the Qualifying Transaction contemplated
      hereby;

              


      

       

      
        
           


        

        
          58

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (d)

              	
                to
      cause to be lifted or rescinded any injunction or restraining order or
      other order adversely affecting the ability of the Parties to consummate
      the Qualifying Transaction contemplated
hereby;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                to
      not take any action that would render, or may reasonably be expected to
      render, any representation or warranty made by it in this Agreement untrue
      in any material respect at any time prior to the Qualifying Transaction
      Date or termination of this Agreement, whichever is first;
    and

              


      

       

      
        	
                 
      

              	
                (f)

              	
                to
      effect all necessary registrations and other filings and submissions of
      information requested by Governmental
  Authorities.

              


      

       

      For
purposes of this Agreement, the obligation to use “commercially reasonable
efforts” to obtain waivers, consents and approvals to loan agreements, leases
and other contracts shall not include any obligation to agree to a materially
adverse modification of the terms of such documents or to prepay or incur
additional material obligations to such other parties.

       

      ARTICLE
7

      OTHER
FILINGS

       

      
        	
                7.1

              	
                Other
      Filings

              


      

       

      The
Parties shall, as promptly as practicable hereafter, prepare and file all
filings required under any securities Laws, the rules and policies of the TSXV
or any other applicable Laws relating to the Qualifying
Transaction.

       

      ARTICLE
8

      CONDITIONS

       

      
        	
                8.1

              	
                Certain
      Conditions Precedent

              


      

       

      The
respective obligations of UHC, Barisan, Mogul, AOC and Vesta (for itself and, to
the extent applicable, Subco and Amalco) to complete each step of the Qualifying
Transaction contemplated by this Agreement shall be subject to the satisfaction,
on or before the Qualifying Transaction Date, of the following conditions
precedent, each of which may be waived only by the consent of UHC, Barisan, AOC
and Vesta:

      


      
        	
                 
      

              	
                (a)

              	
                all
      resolutions and other corporate actions
by:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      boards of directors of each of Vesta (including in its capacity as the
      sole shareholder of Subco), Subco, UHC, Mogul and
  Barisan;

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                the
      UHC Securityholders;

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                the
      managers and Members of Excelaron;
and

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                the
      board of directors of AOC,

              


      

       

      which are
necessary to permit and  to complete the Qualifying Transaction as
contemplated herein, shall have been obtained, adopted and taken;

       

      
        
           


        

        
          59

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                satisfactory
      completion of due diligence by UHC, AOC, Mogul and Vesta in respect of the
      business, financial condition, prospects, assets, liabilities or
      operations of each of them and of
Excelaron;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                all
      Regulatory Approvals shall have been
obtained;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                all
      necessary consents, approvals, exemptions, and authorizations of any
      Government Authority (including, if applicable, any stock exchanges),
      directors, shareholders, lenders, lessors, and other third parties in
      respect of the transactions contemplated by this Agreement shall have been
      obtained;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                there
      shall not be any pending or threatened litigation regarding this Agreement
      and/or the transactions contemplated
herein;

              


      

       

      
        	
                 
      

              	
                (f)

              	
                the
      UHC Financing raising not less than $4,000,000 of gross proceeds, the
      closing of the Barisan Transaction and the closing of the Mogul
      Transaction, in a manner satisfactory to each of the Approval Parties,
      acting reasonably, shall have been
completed;

              


      

       

      
        	
                 
      

              	
                (g)

              	
                all
      required consents shall have been
obtained;

              


      

       

      
        	
                 
      

              	
                (h)

              	
                the
      Reorganization shall have been
completed;

              


      

       

      
        	
                 
      

              	
                (i)

              	
                the
      board of directors of Vesta shall have passed such resolutions as may be
      necessary to, at the Closing, grant additional Vesta Plan Options to those
      persons and in those amounts as may be directed by UHC and Mogul provided
      that: (i) such grants are permitted by the policies of the TSXV, and (ii)
      such grants are to be made in accordance with Vesta’s existing stock
      option plan;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                the
      Vesta Shares issuable upon the due exercise of the Vesta UHC Replacement
      Warrants shall be reserved for
issuance;

              


      

       

      
        	
                 
      

              	
                (k)

              	
                the
      issuance of the Vesta Shares to be issued upon completion of the
      Amalgamation and the Mogul Transaction and the Vesta Shares issuable upon
      the due exercise of the Vesta UHC Replacement Warrants shall have been
      accepted for listing by the TSXV or the TSX, as applicable, subject to
      Vesta fulfilling the TSXV’s or the TSX's usual and ordinary listing
      requirements, all necessary escrow arrangements in connection with the
      listing of such shares on the TSXV shall have been completed and the
      applicable escrowed parties shall have finalized and signed all applicable
      escrow agreements and documents including for greater certainty the UHC
      Contractual Escrow Agreements, and each of the Approval Parties shall be
      satisfied, acting reasonably, that the conditions set forth in the TSXV or
      the TSX conditional approval will be met as of or within a reasonable
      period of time after the Qualifying Transaction
  Date;

              


      

       

      
        
           


        

        
          60

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (l)

              	
                there
      shall not be in force any order or decree restraining or enjoining the
      consummation of the Qualifying Transaction, including, without limitation,
      the Amalgamation;

              


      

       

      
        	
                 
      

              	
                (m)

              	
                all
      holders of UHC Warrants shall have agreed in writing to replace their UHC
      Warrants with Vesta UHC Replacement
Warrants;

              


      

       

      
        	
                 
      

              	
                (n)

              	
                the
      execution and delivery on or before the Qualifying Transaction Date, such
      customary agreements, certificates, resolutions, opinions and other
      closing documents as may be reasonably requested by the Approval Parties
      including, without limiting the generality of the foregoing, an opinion
      from US legal counsel acceptable to the Approval Parties that (i) Amalco
      is the registered and beneficial owner of a 25% Membership Interest; (ii)
      Vesta is the registered and beneficial owner of a 40% Membership Interest;
      (iii) AOC is the owner of a 35% Membership Interest and that all
      Membership issued or transferred in the past were and the current
      Membership Interests are, validly issued or transferred as applicable, in
      accordance with applicable law, the constating documents of Excelaron and
      the Operating Agreement; and (iv) that Excelaron has valid legal title to
      the Project free of any registered
encumbrances;

              


      

       

      
        	
                 
      

              	
                (o)

              	
                the
      Existing Vesta Plan Options shall have been cancelled;
  and

              


      

       

      
        	
                 
      

              	
                (p)

              	
                this
      Agreement shall not have been terminated pursuant to Article
      11.

              


      

       

      
        	
                (2)

              	
                If
      any of the above conditions shall not have been satisfied or waived by the
      Approval Parties on or before the Deadline Date or, if earlier, the date
      required for the performance thereof, then an Approval Party may terminate
      this Agreement in circumstances where the failure to satisfy any such
      condition is not the result, directly or indirectly, of a breach of this
      Agreement by the Approval Party terminating the Agreement. In the event
      that the failure to satisfy any one or more of the above conditions
      precedent results from a material default by a Party of its obligations
      under this Agreement and if such condition(s) precedent would have been
      satisfied but for such default, such defaulting Party shall not rely on
      such failure (to satisfy one or more of the above conditions) as a basis
      for its own noncompliance with its obligations under this
      Agreement.

              


      

       

      
        	
                8.2

              	
                Additional
      Conditions Precedent to the Obligations of
UHC

              


      

       

      
        	
                (1)

              	
                The
      obligations of UHC to complete the Qualifying Transaction contemplated by
      this Agreement shall also be subject to the satisfaction, on or before the
      Qualifying Transaction Date, of each of the following conditions precedent
      (each of which is for the exclusive benefit of UHC and may be waived by
      UHC and any one or more of which, if not satisfied or waived, will relieve
      UHC of any obligation under this
Agreement):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                no
      Material Adverse Change with respect to Vesta or Subco shall have occurred
      between the date hereof and the Qualifying Transaction
    Date;

              


      

       

      UHC shall
have acquired the Barisan Interest;

       

      
        
           


        

        
          61

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Vesta shall not have
      breached, or failed to comply with, in any material respect, any of its
      covenants or other obligations under this Agreement, and all
      representations and warranties of Vesta contained in this Agreement shall
      have been true and correct in all material respects as of the date of this
      Agreement and shall not have ceased to be true and correct in any material
      respect thereafter (provided, however, that Vesta has been given written
      notice by UHC specifying in reasonable detail any such misrepresentation,
      breach or non-performance, the Vesta shall have three (3) days to cure
      such misrepresentation, breach or non-performance); the President and
      Chief Executive Officer of Vesta or another officer satisfactory to UHC
      shall so certify on the Qualifying Transaction Date and in the case of
      Subco, shall also certify that Subco meets the requirements set out in the
      Act in respect of the Amalgamation;

              


      

       

      
        	
                 
      

              	
                (c)

              	
                the
      board of directors of Vesta shall be those persons referred to in Section
      2.2(f) hereof and no others;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                the
      officers of Vesta shall be those persons holding those offices as are set
      forth in Section 2.2(g) hereof and no others;
  and

              


      

       

      
        	
                 
      

              	
                (e)

              	
                a
      release, in form satisfactory to UHC, from each of Harold Wolkin, Lawrence
      Freedman and Richard Patricio in favour of Vesta, shall have been
      delivered to Vesta.

              


      

       

      
        	
                (2)

              	
                If
      any of the above conditions in Section 8.2(1) shall not have been complied
      with or waived by UHC on or before the Deadline Date, then, subject to the
      cure provision provided for in Section 8.2(1)(b), UHC may terminate this
      Agreement in circumstances where the failure to satisfy any such condition
      is not the result, directly or indirectly, of a breach of this Agreement
      by UHC.  In the event that the failure to satisfy any one or
      more of the above conditions precedent results from a material default by
      UHC of its obligations under this Agreement and if such condition(s)
      precedent would have been satisfied but for such default, UHC shall not
      rely on such failure (to satisfy one or more of the above conditions) as a
      basis for its own non-compliance with its obligations under this
      Agreement.

              


      

       

      
        	
                8.3

              	
                Additional
      Conditions Precedent to the Obligations of
Mogul

              


      

       

      
        	
                (1)

              	
                The
      obligations of Mogul to complete the Qualifying Transaction contemplated
      by this Agreement shall also be subject to the satisfaction, on or before
      the Qualifying Transaction Date, of each of the following conditions
      precedent (each of which is for the exclusive benefit of Mogul and may be
      waived by Mogul and any one or more of which, if not satisfied or waived,
      will relieve Mogul of any obligation under this
  Agreement):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                no
      Material Adverse Change with respect to Vesta or Subco shall have occurred
      between the date hereof and the Qualifying Transaction Date;
      and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Vesta shall not have
      breached, or failed to comply with, in any material respect, any of its
      covenants or other obligations under this Agreement, and all
      representations and warranties of Vesta contained in this Agreement shall
      have been true and correct in all material respects as of the date of this
      Agreement and shall not have ceased to be true and correct in any material
      respect thereafter (provided, however, that Vesta has been given written
      notice by Mogul specifying in reasonable detail any such
      misrepresentation, breach or non-performance, the Vesta shall have three
      (3) days to cure such misrepresentation, breach or non-performance); the
      President and Chief Executive Officer of Vesta or another officer
      satisfactory to Mogul shall so certify on the Qualifying Transaction
      Date.

              


      

       

      
        
           


        

        
          62

          
            

          

        

        
           


        

      


      
        	
                (2)

              	
                If
      any of the above conditions in Section 8.3(1) shall not have been complied
      with or waived by Mogul on or before the Deadline Date, then, subject to
      the cure provision provided for in Section 8.3(1)(b), Mogul may terminate
      this Agreement in circumstances where the failure to satisfy any such
      condition is not the result, directly or indirectly, of a breach of this
      Agreement by Mogul.  In the event that the failure to satisfy
      any one or more of the above conditions precedent results from a material
      default by Mogul of its obligations under this Agreement and if such
      condition(s) precedent would have been satisfied but for such default,
      Mogul shall not rely on such failure (to satisfy one or more of the above
      conditions) as a basis for its own non-compliance with its obligations
      under this Agreement.

              


      

       

      
        	
                (3)

              	
                Notwithstanding
      Section 8.3(2) and any other provision of this Agreement, until such time
      as the Assignment and Assumption Agreement is executed and delivered in
      accordance with the terms of this Agreement and the Assignment and
      Assumption Agreement, nothing contained in this Agreement shall relieve
      Mogul of its obligations under the Second Agreement and under the
      Operating Agreement as amended.

              


      

       

      
        	
                8.4

              	
                Additional
      Conditions Precedent to the Obligations of
  Barisan

              


      

       

      
        	
                (1)

              	
                The
      obligations of Barisan to complete the Qualifying Transaction contemplated
      by this Agreement shall also be subject to the satisfaction, on or before
      the Qualifying Transaction Date, of each of the following conditions
      precedent (each of which is for the exclusive benefit of Barisan and may
      be waived by Barisan and any one or more of which, if not satisfied or
      waived, will relieve Barisan of any obligation under this
      Agreement):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                no
      Material Adverse Change with respect to Vesta or Subco shall have occurred
      between the date hereof and the Qualifying Transaction
    Date;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Vesta Shares issued to, among others, Barisan will not be subject to a
      “restricted period” pursuant to Section 2.5 of National Instrument 45-102
      “Resale of Securities” and Vesta shall have fulfilled the condition
      contained in Section 2.6(3)(1) of National Instrument 45-102 “Resale of
      Securities”; and

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Vesta shall not have
      breached, or failed to comply with, in any material respect, any of its
      covenants or other obligations under this Agreement, and all
      representations and warranties of Vesta contained in this Agreement shall
      have been true and correct in all material respects as of the date of this
      Agreement and shall not have ceased to be true and correct in any material
      respect thereafter (provided, however, that Vesta has been given written
      notice by Barisan specifying in reasonable detail any such
      misrepresentation, breach or non-performance, the Vesta shall have three
      (3) days to cure such misrepresentation, breach or non-performance); the
      President and Chief Executive Officer of Vesta or another officer
      satisfactory to Barisan shall so certify on the Qualifying Transaction
      Date.

              


      

       

      
        
           


        

        
          63

          
            

          

        

        
           


        

      


      
        	
                (2)

              	
                If
      any of the above conditions in Section 8.4(1) shall not have been complied
      with or waived by Barisan on or before the Deadline Date, then, subject to
      the cure provision provided for in Section 8.4(1)(b), Barisan may
      terminate this Agreement in circumstances where the failure to satisfy any
      such condition is not the result, directly or indirectly, of a breach of
      this Agreement by Barisan.  In the event that the failure to
      satisfy any one or more of the above conditions precedent results from a
      material default by Barisan of its obligations under this Agreement and if
      such condition(s) precedent would have been satisfied but for such
      default, Barisan shall not rely on such failure (to satisfy one or more of
      the above conditions) as a basis for its own non-compliance with its
      obligations under this Agreement.

              


      

       

      
        	
                8.5

              	
                Additional
      Conditions Precedent to the Obligations of
Vesta

              


      

       

      
        	
                (1)

              	
                The
      obligations of Vesta to complete the Qualifying Transaction contemplated
      by this Agreement shall also be subject to the satisfaction, on or before
      the Qualifying Transaction Date, of each of the following conditions
      precedent (each of which is for the exclusive benefit of Vesta and may be
      waived by Vesta and any one or more of which, if not satisfied or waived,
      will relieve Vesta of any obligation under this
  Agreement):

              


      

       

      
        	
                 
      

              	
                (a)

              	
                no
      Material Adverse Change with respect to UHC, Excelaron the Mogul
      Interest or the Barisan Interest shall have occurred between the date
      hereof and the Qualifying Transaction Date;
and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                none
      of UHC, Mogul, Barisan or Excelaron shall have breached, or failed to
      comply with, in any material respect, any of its covenants or other
      obligations under this Agreement, and all representations and warranties
      of each of them contained in this Agreement shall have been true and
      correct in all respects as of the date of this Agreement and shall not
      have ceased to be true and correct in any respect thereafter (provided,
      however, that if the breaching Approval Party has been given written
      notice by the other Approval Party specifying in reasonable detail any
      such misrepresentation, breach or non-performance, the breaching Approval
      Party shall have three (3) Business Days to cure such misrepresentation,
      breach or non-performance); the President and Chief Executive Officer of
      each of UHC, Mogul and Barisan and in the case of Excelaron, any duly
      appointed and authorized manager, or another officer satisfactory to Vesta
      shall so certify on the Qualifying Transaction Date and in the case of
      UHC, shall also certify that UHC meets the requirements set out in the Act
      in respect of the Amalgamation.

              


      

       

      
        	
                (2)

              	
                If
      any of the above conditions in Sections 8.5(1) shall not have been
      complied with or waived by Vesta on or before the Deadline Date, subject
      to the cure provision provided for in Section 8.5(1)(b), Vesta may
      terminate this Agreement in circumstances where the failure to satisfy any
      such condition is not the result, directly or indirectly, of a breach of
      this Agreement by Vesta. In the event that the failure to satisfy any one
      or more of the above conditions precedent results from a material default
      by Vesta of its obligations under this Agreement and if such condition(s)
      precedent would have been satisfied but for such default, Vesta shall not
      rely on such failure (to satisfy one or more of the above conditions) as a
      basis for its own non-compliance with its obligations under this
      Agreement.

              


      

       

      
        
           


        

        
          64

          
            

          

        

        
           


        

      

       

      ARTICLE
9

      INDEMNIFICATION

       

      
        	
                9.1

              	
                Indemnification
      by UHC

              


      

       

      UHC shall
indemnify and save the other Parties harmless for and from any and all
liabilities, losses (except for loss of profits or consequential losses),
claims, judgments, damages, expenses and costs (including, without limitation,
reasonable professional fees and costs and expenses incurred in connection
therewith) (collectively, the “Indemnifiable Damages”)
suffered or incurred by the other Parties as a result of: (i) a material breach
of a representation or warranty on the part of UHC contained in this Agreement;
(ii) a material breach of a covenant on the part of UHC contained in this
Agreement; or (iii) a misrepresentation on the part of UHC contained in the
Filing Statement.

      


      
        	
                9.2

              	
                Indemnification
      by Excelaron

              


      

       

      Excelaron
shall indemnify the other Parties harmless for and from any and all
Indemnifiable Damages suffered or incurred the other Parties as a result of: (i)
a material breach of a representation or warranty on the part of Excelaron
contained in this Agreement; (ii) a material breach of a covenant on the part of
Excelaron contained in this Agreement; or (iii) a misrepresentation on the part
of Excelaron contained in the Filing Statement.

      


      
        	
                9.3

              	
                Indemnification
      by Mogul

              


      

       

      Mogul
shall indemnify and save the other Parties harmless for and from any and all
Indemnifiable Damages suffered or incurred by the other Parties as a result of:
(i) a material breach of a representation or warranty on the part of Mogul
contained in this Agreement; (ii) a material breach of a covenant on the part of
Mogul contained in this Agreement; or (iii) a misrepresentation on the part of
Mogul contained in the Filing Statement.

      


      
        	
                9.4

              	
                Indemnification
      by Barisan

              


      

       

      Barisan
shall indemnify and save the other Parties harmless for and from any and all
Indemnifiable Damages suffered or incurred by the other Parties as a result of:
(i) a material breach of a representation or warranty on the part of Barisan
contained in this Agreement; (ii) a material breach of a covenant on the part of
Barsian contained in this Agreement; or (iii) a misrepresentation on the part of
Barisan contained in the Filing Statement.

       

      
        	
                9.5

              	
                Indemnification
      by Vesta

              


      

       

      Vesta
shall indemnify and save the other Parties harmless for and from any and all
Indemnifiable Damages suffered or incurred by any of them a result of: (i) a
material breach of a representation or warranty on the part of the other Parties
contained in this Agreement; (ii) a material breach of a covenant on the part of
Vesta contained in this Agreement; or (iii) a misrepresentation on the part of
Vesta contained in the Filing Statement.


      
        
           


        

        
          65

          
            

          

        

        
           


        

      


      
        	
                9.6

              	
                Notice
      of Claim

              


      

       

      A Party
entitled to and seeking indemnification pursuant to the terms of this Agreement
(the “Indemnified
Party”) shall promptly give written notice to the Party responsible for
indemnifying the Indemnified Party (the “Indemnifying Party”) of any
claim for indemnification pursuant to Sections 9.1, 9.2, 9.3, 9.4 or 9.5 (a
“Claim”, which term may
include more than one Claim). Such notice shall specify whether the Claim arises
as a result of a claim by a Person against the Indemnified Party (a “Third Party Claim”) or whether
the Claim does not so arise (a “Direct Claim”), and shall also
specify with reasonable particularity (to the extent that the information is
available):

      


      
        	
                 
      

              	
                (a)

              	
                the
      factual basis for the Claim; and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      amount of the Claim, or, if any amount is not then determinable, an
      approximate and reasonable estimate of the likely amount of the
      Claim.

              


      

       

      
        	
                9.7

              	
                Procedure
      for Indemnification

              


      

       

      
        	
                (1)

              	
                Direct Claims. With
      respect to Direct Claims, following receipt of notice from the Indemnified
      Party of a Claim, the Indemnifying Party shall have thirty (30) days to
      make such investigation of the Claim as the Indemnifying Party considers
      necessary or desirable. For the purpose of such investigation, the
      Indemnified Party shall make available to the Indemnifying Party the
      information relied upon by the Indemnified Party to substantiate the
      Claim. If the Indemnified Party and the Indemnifying Party agree at or
      prior to the expiration of such thirty (30) day period (or any mutually
      agreed upon extension thereof) to the validity and amount of such Claim,
      the Indemnifying Party shall immediately pay to the Indemnified Party the
      full agreed upon amount of the
Claim.

              


      

       

      
        	
                (2)

              	
                Arbitration. If the
      Indemnified Party and the Indemnifying Party do not agree within the
      period set forth in Section 9.7(1) (or any mutually agreed upon extension
      thereof), the Indemnified Party and the Indemnifying Party agree that the
      dispute shall be submitted to arbitration pursuant to Article 10. Such
      dispute shall not be made the subject matter of an action in a court by
      either the Indemnified Party or the Indemnifying Party unless the dispute
      has first been submitted to arbitration and finally determined in
      accordance with the provisions of Article 10. Any such action commenced
      thereafter shall only be for judgment in accordance with the decision of
      the arbitrator and the costs incidental to the action. In any such action,
      the decision of the arbitrator shall be conclusively deemed to determine
      the rights and liabilities as between the parties to the arbitration in
      respect of the matter in dispute.

              


      

       

      
        	
                (3)

              	
                Third Party Claims. With
      respect to any Third Party Claim, the Indemnifying Party shall have the
      right, at its own expense, to participate in or assume control of the
      negotiation, settlement or defence of such Third Party Claim and, in such
      event, the Indemnifying Party shall reimburse the Indemnified Party for
      all the Indemnified Party’s reasonable out-of-pocket expenses incurred as
      a result of such participation or assumption. If the Indemnifying Party
      elects to assume such control, the Indemnified Party shall cooperate with
      the Indemnifying Party, shall have the right to participate in the
      negotiation, settlement or defence of such Third Party Claim at its own
      expense and shall have the right to disagree on reasonable grounds with
      the selection and retention of counsel, in which case counsel reasonably
      satisfactory to the Indemnifying Party and the Indemnified Party shall be
      retained by the Indemnifying Party. If the Indemnifying Party, having
      elected to assume such control, thereafter fails to defend any such Third
      Party Claim within a reasonable time, the Indemnified Party shall be
      entitled to assume such control and the Indemnifying Party shall be bound
      by the results obtained by the Indemnified Party with respect to such
      Third Party Claim. If the Indemnifying Party fails to assume control of
      the defence of any Third Party Claim, the Indemnified Party shall have the
      exclusive right to contest, settle or pay the amount claimed. Whether or
      not the Indemnifying Party assumes control of the negotiation, settlement
      or defence of any Third Party Claim, the Indemnifying Party shall not
      settle any Third Party Claim without the written consent of the
      Indemnified Party, which consent shall not be unreasonably withheld or
      delayed; provided, however, that if any such consent is not obtained for
      any reason, liability on the part of other Indemnifying Party shall be
      limited to the proposed settlement
amount.

              


      

       

      
        
           


        

        
          66

          
            

          

        

        
           


        

      


      
        	
                9.8

              	
                General
      Indemnification Rules

              


      

       

      The
obligations of the Indemnifying Party to indemnify the Indemnified Party in
respect of Claims shall also be subject to the following:

      


      
        	
                (1)

              	
                Any
      Claim arising as a result of a breach of a representation or warranty
      shall be made not later than the date on which, pursuant to Article 4, such representation
      and warranty terminated;

              


      

       

      
        	
                (2)

              	
                The
      obligation to indemnify set forth in Sections 9.1, 9.2, 9.3, 9.4 and 9.5
      shall be applicable only after an Indemnified Party shall have reasonably
      accumulated Indemnifiable Damages in an amount in excess of $50,000 in the
      aggregate. Once the amount of such Indemnifiable Damages reasonably
      exceeds $50,000, in the aggregate, the obligation to indemnify shall apply
      with respect to all such Indemnifiable Damages including those
      Indemnifiable Damages reasonably calculated to reach the amount of
      $50,000; and

              


      

       

      
        	
                (3)

              	
                The
      Indemnified Party and the Indemnifying Party shall cooperate fully with
      each other with respect to Third Party Claims and shall keep each other
      fully advised with respect thereto (including supplying copies of all
      relevant documentation promptly as it becomes
  available).

              


      

       

      ARTICLE
10

      ARBITRATION

       

      
        	
                10.1

              	
                Issue
      Subject to Arbitration

              


      

       

      A Direct
Claim made by an Indemnified Party shall be determined by arbitration as herein
provided. Such arbitration shall be governed by the Arbitration
Act.


      
        
           


        

        
          67

          
            

          

        

        
           


        

      


      
        	
                10.2

              	
                Arbitration
      Process

              


      

       

      The
following principles shall apply to an issue submitted to arbitration pursuant
to Section 9.7(2):

       

      
        	
                (1)

              	
                The
      parties to the arbitration shall attempt to appoint a single arbitrator.
      If the parties to the arbitration are unable to agree on a single
      arbitrator within ten (10) days after they have agreed to the arbitration,
      then an arbitrator shall be appointed by a judge of the appropriate court
      of Ontario pursuant to the Arbitration Act upon application of a party
      after giving five (5) days’ notice to all other parties of its intention
      to make such an application. The provisions of the Arbitration Act shall
      apply to any such court application pursuant to this Section
      10.2(1);

              


      

       

      
        	
                (2)

              	
                The
      arbitrator shall be qualified by education and training to pass upon the
      particular question in dispute. The arbitration shall take place in
      private;

              


      

       

      
        	
                (3)

              	
                The
      arbitrator shall proceed immediately to hear and determine the question or
      questions in dispute and the parties shall have the right to make
      representations to the arbitrator concerning the subject matter of the
      arbitration.  In rendering a decision, the arbitrator shall
      follow applicable Laws.  The decision and reasons therefor of
      the arbitrator shall be made within thirty (30) days after the appointment
      of the arbitrator, subject to any reasonable delay due to unforeseen
      circumstances. Notwithstanding the foregoing, if the arbitrator fails to
      make a decision within thirty (30) days after his appointment then any
      party to the arbitration may elect to have a new arbitrator appointed in
      like manner as if none had previously been
  appointed;

              


      

       

      
        	
                (4)

              	
                The
      decision and reasons therefor of the arbitrator shall be drawn up in
      writing and signed by the arbitrator and shall be final and binding upon
      the parties to the arbitration as to any question or questions so
      submitted to arbitration and the parties to the arbitration shall be bound
      by such decision and perform the terms and conditions
    thereof;

              


      

       

      
        	
                (5)

              	
                The
      expenses of the arbitration shall be awarded by the arbitrator or, in the
      absence of such an award, shall be borne equally by the parties to the
      arbitration; and

              


      

       

      
        	
                (6)

              	
                No
      party to the arbitration shall be deemed to be in default of any matter
      being arbitrated until five (5) days after the decision of the arbitrator
      is delivered any party to the
arbitration.

              


      

       

      ARTICLE
11

      TERMINATION
AND AMENDMENT

       

      
        	
                11.1

              	
                Termination

              


      

       

      This
Agreement may be terminated by written notice promptly given to the other
Parties hereto, at any time prior to the Qualifying Transaction
Date:

      
        	
                 
      

              	
                (a)

              	
                by
      mutual agreement in writing by each of the
  Parties;

              


      

       

      
        	
                 
      

              	
                (b)

              	
                in
      the event that the Qualifying Transaction Date has not occurred by the
      Deadline Date; or

              


      

       

      
        
           


        

        
          68

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                as
      set forth in subsection (2) of each of Sections 8.1, 8.2 and 8.3 of this
      Agreement.

              


      

       

      
        	
                11.2

              	
                Effect
      of Termination

              


      

       

      In the
event of the termination of this Agreement as provided in Section 11.1 hereof
this Agreement shall forthwith have no further force or effect and there shall
be no obligations on the part of the Parties hereunder except as set forth in
Articles 9 and 10 and Section 11.4 hereof and this Section 11.2, which
provisions shall survive the termination of this Agreement. If such termination
is as a result of a breach by Mogul, Barisan, UHC or Excelaron, Mogul and UHC
(as the case may be) shall repay to Vesta, no later than six (6) months of such
termination, all advances made to Mogul or UHC by Vesta in connection with the
Qualifying Transaction together with interest equal to the prime rate charged by
the Canadian Schedule I banks plus 2% calculated from the date of the applicable
advance. Nothing
herein shall relieve any Party from liability for any breach of this Agreement
prior to any termination of this Agreement.

      
         

      

      
        	
                11.3

              	
                Fees
      and Expenses

              


      

       

      Each of
Vesta and Mogul agree that Vesta and Mogul will each contribute 50% to the
direct costs of the Qualifying Transactions relating to services provided on or
after September 1, 2009 through closing of the Qualifying Transaction, including
legal, regulatory, TSXV, transfer agent, sponsor and auditor fees. For clarity,
any such fees for services or filings prior to September 1, 2009 and any such
fees incurred for ordinary course corporate and financial matters or otherwise
not directly related to the Qualifying Transaction, will not form part of the
costs of the Transactions for the purposes of this paragraph. Each of Vesta and
Mogul will disclose amounts paid in connection with the Qualifying Transaction
and settle any amounts owing between them pursuant to this paragraph within ten
(10) Business Days of request for payment by the paying party to the non-paying
party.

      


      
        	
                11.4

              	
                Amendment

              


      

       

      This
Agreement may, at any time on or before the Qualifying Transaction Date, be
amended by mutual agreement of the Parties. This Agreement may not be amended
except by an instrument in writing signed by the appropriate directors,
managers, officers or other authorized representatives on behalf of each of the
Parties.

      


      
        	
                11.5

              	
                Waiver

              


      

       

      A Party
may: (i) extend the time for the performance by any other Party of the
obligations owed to it; (ii) waive compliance with any other Party’s agreements
or the fulfillment of any of its covenants or conditions contained herein; or
(iii) waive inaccuracies in another Party’s representations or warranties owed
to it and contained herein or in any document delivered by such other Party
hereto; provided, however, that any such extension or waiver shall be valid only
if set forth in an instrument in writing signed on behalf of such
Party.

       

      ARTICLE
12

      GENERAL

       

      
        	
                12.1

              	
                Confidentiality

              


      

       

      Any
discussions in connection with the Qualifying Transaction in general and 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.


      
        
           


        

        
          69

          
            

          

        

        
           


        

      


      
        	
                12.2

              	
                Notices

              


      

       

      All
notices and other communications given or made pursuant hereto shall be in
writing and shall be deemed to have been duly given or made as of the date
delivered or sent if delivered personally or sent by facsimile or sent by
prepaid overnight courier to the Parties at the following addresses (or at such
other addresses as shall be specified by the Parties by like
notice):

      


      
        	
                 
      

              	
                (a)

              	
                if
      to UHC:

              


      

      


      United
Hydrocarbon Corporation

      47
Colborne Street

      Suite
201

      Toronto,
Ontario, Canada

      M5E
1P8

      Facsimile:
416-850-2802

      Attn:
Parvez Tyab

      


      with a
copy to:

      


      Aird
& Berlis LLP

      Brookfield
Place, 181 Bay Street

      Suite
1800, Box 754

      Toronto,
Ontario, Canada

      M5J
2T9

      Facsimile:
416-863-1515

      Attn:
Daniel N. Bloch


      
        	
                 
      

              	
                (b)

              	
                if
      to Mogul:

              


      

      


      Mogul
Energy International, Inc.

      520 Pike
Street, Suite 2210

      Seattle,
Washington, U.S.A.

      98101

      


      with a
copy to:

      


      Aird
& Berlis LLP

      Brookfield
Place, 181 Bay Street

      Suite
1800, Box 754

      Toronto,
Ontario, Canada

      M5J
2T9

      Facsimile:
416-863-1515

      Attn:
Daniel N. Bloch

      

        
          
             


          

          
            70

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                if
      to Barisan:

              


      

      


      Barisan
Energy Limited

      L1 34
Colin St.

      West
Perth, WA 6005

      Australia

      


      
        	
                 
      

              	
                (d)

              	
                if
      to Vesta, Subco, or Amalco:

              


      

      


      Vesta
Capital Corp.

      c/o
Miller Thomson LLP

      Scotia
Plaza, 40 King Street West

      Suite
5800, P.O. Box 1011

      Toronto,
Ontario, Canada

      M5H
3S1

      Facsimile:
416-595-8695

      Attn:
Frank Bellotti

      


      with a
copy to:

      


      Miller
Thomson LLP

      Scotia
Plaza, 40 King Street West

      Suite
5800, P.O. Box 1011

      Toronto,
Ontario, Canada

      M5H
3S1

      Facsimile:
416-595-8695

      Attn:
Daniel A. Rothberg

      


      
        	
                 
      

              	
                (e)

              	
                if
      to William Divine:

              


      

      


      c/o
Excelaron LLC

      1075
Court Street, Suite 207

      San Luis
Obispo, CA 93401

      U.S.A.

      


      
        	
                 
      

              	
                (f)

              	
                if
      to Excelaron:

              


      

      


      Excelaron
LLC

      1075
Court Street, Suite 207

      San Luis
Obispo, CA 93401

      U.S.A.

      


      with a
copy to:

      


      Charles
A. Jordan, Attorney At Law

      P.O. Box
7322

      Halcyon,
CA 93421

      U.S.A.

      Facsimile:
805-489-3465


      
        
           


        

        
          71

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (g)

              	
                if
      to AOC:

              


      

      


      Australian
Oil Company Limited

      Level 8,
139 McQuarie Street

      Sydney,
NSW 2000

      Australia

      


      with a
copy to:

      


      Charles
A. Jordan, Attorney At Law

      P.O. Box
7322

      Halcyon,
CA 93421

      U.S.A.

      Facsimile:
805-489-3465

      


      
        	
                12.3

              	
                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.

      
         

      

      
        	
                12.4

              	
                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.

      


      
        	
                12.5

              	
                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.

      


      
        	
                12.6

              	
                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.

      


      
        	
                12.7

              	
                Third
      Party Beneficiary

              


      

       

      This
Agreement is not intended to, and shall not, confer upon any other person any
rights or remedies hereunder except for the provisions of Section 2.5 which is
intended to be for the benefit of, and will be enforceable by the
Agents.

      


      [the
remainder of this page intentionally left blank]


      
        
           


        

        
          72

          
            

          

        

        
           


        

      


      
        	
                12.8

              	
                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:

              
	 	 
      	
                Title:

              


      

       

      


      
        	 	
                EXCELARON
      LLC

              
	 	 
      
	 	
                Per:

              	 
      
	 	 
      	
                Name:

              
	 	 
      	
                Title:

              


      

       

      


      
        	 	
                MOGUL
      ENERGY INTERNATIONAL, INC.

              
	 	 
      
	 	
                Per:

              	 
      
	 	 
      	
                Name:

              
	 	 
      	
                Title:

              


      


      
        
           


        

        
          73

          
            

          

        

        
           


        

      

      


      
        	 	
                BARISAN
      ENERGY I\LIMITED

              
	 	 
      
	 	
                Per:

              	 
      
	 	 
      	
                Name:

              
	 	 
      	
                Title:

              
	 	 
      	 
      
	 	 	 
	 	
                AUSTRALIAN
      OIL COMPANY LIMITED

              
	 	
                Per:

              	 
      
	 	 
      	
                Name:

              
	 	 
      	
                Title:

              


      

       

      


      
        	WITNESS:	 	)	 	
                WILLIAM
      DIVINE

              
	 
      	 
      	 	)	 	 
      
	
                Per:

              	 
      	 	)	 	
                Per:

              	 
      
	 
      	
                Name:

              	 	)	 	 
      	
                Name:

              
	 
      	 
      	 	)	 	 
      	 
      


      

      


      
        	 	
                VESTA
      CAPITAL CORP.

              
	 	 
      
	 	
                Per:

              	 
      
	 	 
      	
                Name:

              
	 	 
      	
                Title:

              


      


      
        
           


        

        
          74

          
            

          

        

        
           


        

      


      SCHEDULE
A

      SEE
ATTACHED.


      
        
           


        

        
          75

          
            

          

        

        
           


        

      


      SCHEDULE
B

      SEE
ATTACHED.


      
        
           


        

        
          76

          
            

          

        

        
           


        

      


      SCHEDULE
C

      MAP
OF PROJECT

      


      


      
        
           


        

        
          77

          
            

          

        

        
           


        

      


      SCHEDULE
D

      SEE
ATTACHED.

       

      
        
           


        

        
          78

          
            

          

        

        
           


        

      


      SCHEDULE
4.1 (5)

       

      Joint
Ventures (UHC)

      


      See
Schedule 4.1 (30) UHC Material Contracts

       

      
        
           


        

        
          79

          
            

          

        

        
           


        

      


      SCHEDULE
4.1 (32)

       

      UHC
Material Contracts

      


      (i)         
   Confidentiality of Non-Competition Agreements with Third
Parties

      None

      


      (ii)       
    Shareholder Agreements or Partnership
Agreements

      


      1.
Operating Agreement effective February 1, 2008 between and among William Divine,
Australian Oil Company Limited and Barisan Energy Ltd.

      


      (iii)           Transaction/Contracts/Agreements
where the Directors, Officers, Employees or Shareholders have an
Interest

      


      1.
Operating Agreement effective February 1, 2008 between and among William Divine,
Australian Oil Company Limited and Barisan Energy Ltd.

      


      2. Waiver
and Assignment Agreement effective January 1, 2009 between and among William
Divine, Australian Oil Company Limited, United Hydrocarbon Corporation and
Barisan Energy Ltd.

       

      3.
Agreement between and among William Divine, Australian Oil Company Limited,
United Hydrocarbon Corporation, Barisan Energy Ltd., Excelaron LLC and Mogul
Energy International Inc. dated February 11, 2009.

       

      4.
Agreement between and among William Divine, Australian Oil Company Limited,
United Hydrocarbon Corporation, Barisan Energy Ltd., Excelaron LLC and Mogul
Energy International Inc. dated February 12, 2009.

       

      (iv)           Agreements
with Consultants and Other Service Providers

      None

      


      (v)           Oral
Agreements or Arrangements

      Ijaz
Khan-President (Salary-Nil)

      


      (vi)           Guarantees
or Indemnities by the Company

      None

      


      (vii)          Acquisition
or Sale of Assets (> $10K)

      


      a.         
    Agreements Restricting Company’s Ability to Compete in
any Line of Business with any Entity or Person

      None
other than otherwise disclosed.

      


      b.            
 Future Issuance of Securities of the Company

      Engagement
Letter from Fraser Mackenzie to United Hydrocarbon Corporation dated September
28, 2009.

      


      c.            
 Granting Third Parties any Rights in Respect of the Company’s Material
Assets

      Letter of
Intent from Vesta Capital Corp to Mogul Energy International, Inc., United
Hydrocarbon Corporation and Barisan Energy Limited dated September 21,
2009.


      
        
           


        

        
          80

          
            

          

        

        
           


        

      


      SCHEDULE
4.1 (34)

       

      UHC
Intellectual Property

      


      None


      
        
           


        

        
          81

          
            

          

        

        
           


        

      


      SCHEDULE
4.1 (36)

       

      Employment
Matters (UHC)

      


      1.        
     Executive Employment Agreement dated October 10,
2009, between United Hydrocarbon Corporation and Arthur
Halleran.


      
        
           


        

        
          82

          
            

          

        

        
           


        

      


      Schedule
4.5 (47)

      


      Material
Contracts (Vesta)

      1.
Transfer Agency Agreement made as of July 16, 2008 between Vesta and Olympia
Transfer Services Inc.

      2. Escrow
Agreement made as of July 16, 2008 among Vesta, Olympia Transfer Services Inc.
and certain principal shareholders of Vesta.

      3. Agency
Agreement dated for reference July 16, 2008 between Vesta and Canaccord Capital
Corporation.

      4.
Agent's Option Certificate made by Vesta in favour of Canaccord Capital
Corporation evidencing the Vesta Agent's Options.

      5.
Incentive Stock Option Agreements between Vesta and each of Harold Wolkin, Frank
Bellotti and Lawrence Freedman evidencing the existing Vesta Plan
Options.

      6. Escrow
Agreement made as of September 9, 2008 among Vesta, Olympia Transfer Services
Inc. and Pinetree Income Partnership.

      7. Letter
of Intent dated October 30, 2008 (as amended and restated on January 6, 2009
between Vesta and 3GSolar Ltd.

      8.
Engagement Letter dated October 21, 2009 between Vesta and Canaccord Capital
Corporation.

      9.
Promissory Note dated February 11, 2009 made by 3GSolar Ltd. in favour of Vesta
evidencing the 3GLoan.

      10. Fixed
Charge Agreement dated February 11, 2009 between Vesta and 3GSolar
Ltd.

      11.
Floating Charge Agreement dated February 11, 2009 between Vesta and 3GSolar
Ltd.

      12.
Letter of Intent dated September 21, 2009 among Vesta, UHC and
Barisan.



    83