PARTICIPATION AGREEMENT
                             -----------------------



THIS AGREEMENT made the 27th day of March, 2003.


BETWEEN:

            PATCH ENERGY INC.
            -----------------

            (herein called "Patch")

                                                               OF THE FIRST PART

AND:

            MICRON ENVIRO SYSTEMS INC.
            --------------------------

            (herein called "Micron")

                                                              OF THE SECOND PART


WHEREAS:

A.    Pursuant to the terms of a farmout and joint operating agreement dated May
      1, 2002 (the "Farmout Agreement") between Patch, True Energy Inc. ("True")
      and  Arsenal  Energy  Inc.,   Patch  has  earned  a  12.5%  interest  (the
      "Interest") in the Farmout Lands (as defined in the Farmout Agreement);

B.    The parties to the Farmout  Agreement are proposing to carry out a further
      10 well drill program (the "Second Program");

C.    Micron is desirous of earning up to a 3.5% interest in the Second  Program
      (the  "Partial  Interest") in  consideration  of incurring 5% of the costs
      (the "Costs") associated with the Second Program,  provided that if Micron
      incurs less than 5% of the costs  associated  with the Second  Program the
      Partial  Interest  earned  shall be  adjusted  pro rata from the full 3.5%
      earned when 5% of such costs are incurred;


THEREFORE,  for good and valuable consideration,  the receipt and sufficiency of
which are acknowledged, the parties hereto agree as follows:

1.    PARTICIPATION
      -------------

1.1   Patch  hereby  agrees  to grant to Micron  the  right to earn the  Partial
      Interest.

1.2   In order to earn the Partial  Interest  Micron  shall fund 5% of the costs
      associated  with the Second  Project and in this regard  Micron  shall pay
      such Costs as and when  requested  by Patch in order that Patch may fulfil



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                                      - 2 -


      its  obligations  under the  Farmout  Agreement  in  respect  of the Costs
      provided that, if Micron fails to make any such payments within 2 weeks of
      written notice from Patch  requesting  same, its right to earn the Partial
      Interest shall cease and this Agreement shall be terminated.

1.3   In  circumstances  where Micron incurs all the Costs, it shall have earned
      the right to the Partial  Interest and, in such instance,  Patch shall use
      its reasonable  best efforts to seek the consents  necessary to assign the
      Partial  Interest  to  Micron  provided  that,  if such  consents  are not
      obtained, Patch shall hold the Partial Interest in trust for Micron.


2.    REPRESENTATIONS AND WARRANTIES OF PATCH
      ---------------------------------------

2.1   Patch represents and warrants to Micron in order to induce Micron to enter
      into this Agreement, as follows:

      (a)   the  Farmout  Agreement  is in good  standing,  not in  default  and
            enforceable by Patch in accordance with its terms;

      (b)   Patch  has  not   assigned,   transferred,   optioned  or  otherwise
            encumbered the Interest except as provided for herein; and

      (c)   Patch  has all  corporate  authority  and has  obtained  any and all
            consents required to enter into this Agreement.


3.    REPRESENTATIONS AND WARRANTIES OF MICRON
      ----------------------------------------

3.1   Micron  represents and warrants to Patch in order to induce Patch to enter
      into this  Agreement  that  Micron  has all  corporate  authority  and has
      obtained any and all consents required to enter into this Agreement.


4.    COVENANTS OF PATCH
      ------------------

4.1   Patch covenants with Micron that it shall:

      (a)   upon  receipt of any  payments  from Micron  pursuant to section 1.2
            hereof,  advance those payments to True in accordance with the terms
            of the Farmout Agreement;

      (b)   provide  Micron with such  drilling  reports and other data which it
            receives  in  respect  of the  Second  Program  on the same day such
            reports or data are received by Patch;

      (c)   make all such  payments as are required to be paid by Patch in order
            to maintain its 12.5% interest in the Second Program; and

      (d)   upon Micron  having  earned the  Partial  Interest,  forthwith  upon
            receipt of same,  forward any revenues  received by Patch on account
            of the Partial Interest to Micron.


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                                      - 3 -


5.    RIGHT OF FIRST REFUSAL
      ----------------------

5.1   In circumstances  where Micron earns the Partial Interest Patch shall give
      Micron  the  right  to  participate  in the  next  drill  program  and all
      subsequent drill programs (the "Further Programs") to be undertaken on the
      Farmout Lands on the same terms as provided for herein, i.e., incurring 5%
      of the  costs  of the  Further  Programs  to earn a 3.5%  interest  in the
      Further Programs  provide that, in  circumstances  where Micron funds less
      than 5% of the costs of the  Second  Program  and as such  earns less than
      3.5% interest in the Second Program,  Micron's  entitlement to participate
      in Further  Programs shall be limited to its  participation  in the Second
      Program, and Micron's entitlement to participate in Further Programs shall
      terminate in Micron elects not to  participate  in any drill program to be
      undertaken on the Farmout Lands.

5.2   In  circumstances  where  Micron  earns the  Partial  Interest,  and Patch
      completes the  acquisition of a working  interest in a gas exploration and
      development  project  in  Saskatchewan,  the  terms  of  which  have  been
      discussed between the parties (the "Gas Project"), Patch shall give Micron
      the right to earn a 2.5% working  interest in the Gas Project by incurring
      5% of the  costs  of  drilling  the  test  wells  associated  with the Gas
      Project.


6.    GENERAL
      -------

6.1   Time shall be of the essence in this Agreement.

6.2   This Agreement may be executed in  counterpart  and delivered by facsimile
      transmission and each  counterpart,  once so delivered to the other party,
      shall be binding on the parties.

6.3   This Agreement shall be subject to, interpreted, construed and enforced in
      accordance  with the laws in effect in the  Province of British  Columbia.
      Each party  accepts  the  jurisdiction  of the courts of the  Province  of
      British Columbia.

6.4   This Agreement  supersedes and replaces all other  agreements,  documents,
      discussions and verbal understandings  between the parties with respect to
      the Second Program and contains the entire agreement between the parties.

6.5   The address for service of notices for each party is:

      To Patch:
      Patch Energy Inc.
      Suite 600, 595 Hornby Street
      Vancouver, BC  V6C 1A4
      Attention:  David Stadnyk


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                                      - 4 -


      To Micron:
      Micron Enviro Systems Inc.
      Suite 460, 789 West Pender Street
      Vancouver, BC   V6C 1H2
      Attention:  Bernard McDougall

6.6   This  Agreement  shall  enure to the  benefit of and be  binding  upon the
      parties hereto and each of their respective successors and assigns.

6.7   Each of the  parties  covenant  and agree to do such acts and  execute and
      deliver all such documents,  conveyance and transfers as may be reasonably
      requested  or required by the other party,  in order to fully  perform and
      carry out the terms of this Agreement.


IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
set out above.


PATCH ENERGY INC.
-----------------


Per:     /s/ David Stadnyk
         -----------------------
         Authorized Signatory





MICRON ENVIRO SYSTEMS INC.
--------------------------


Per:     /s/ Bernard McDougall
         -----------------------
         Authorized Signatory