Exhibit 10.1

Exhibit 10.1

    


    AGREEMENT
      OF SALE

    


    


    AGREEMENT
      OF SALE,
      made as
      of February 15, 2007, between Triton Petroleum Group, Inc., a Nevada
      corporation, having an address at 14 Garrison Inn Lane, Garrison, NY 10524
      (“Seller”), and Hyperion Holdings LLC, a cor-poration, having an address at
      _____________________________, (“Purchaser”).

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      Purchaser desires to acquire, and Seller desires to sell, the shares of stock
      of
      APPC Oil Company, Inc., upon the terms and conditions hereinafter set
      forth.

    


    NOW,
      THEREFORE,
      in
      consideration of the covenants and agreements hereafter set forth, and other
      valuable consideration, the receipt and sufficiency of which hereby are
      acknowledged, the parties hereto agree as follows:

    


    1.
      Agreement
      to Sell.
      Seller
      agrees to sell, transfer and deli-ver to Purchaser, and Purchaser agrees to
      purchase, upon the terms and conditions hereinafter set forth, the 1,000 shares
      of the capital stock of APPC Oil Company, Inc., a corporation organized under
      the laws of New York (the “Corporation”), said shares con-stituting all of the
      authorized and issued shares of the Corpora-tion (the “Shares”). This sale shall
      include all the assets of the Corporation, including all property, product
      and
      other assets, as well as all liabilities of the Corporation. Purchase shall
      operate the Corporation upon the execution of this Agreement, prior to the
      actual transfer of ownership to Purchaser.

    


    2.
      Purchase
      Price.
      The
      purchase price to be paid by Purchaser is Five Hundred Thousand Dollars
      ($500,000.00), payable as fol-lows:

    


    (a)
      Five
      Hundred Thousand Dollars ($500,000.00) at the closing by the execution and
      delivery of a Promissory Note by Purchaser to Seller in said amount,
      substan-tially in the form of Exhibit A hereto (the “Promissory Note”), secured
      by a Stock Pledge Agreement substan-tially in the form of Exhibit B hereto
      (the
“Stock Pledge Agreement”), and further secured by a Security Agreement
      substantially in the form of Exhibit C hereto and UCC Financing Statements
      creating a security inter-est in the assets of the Corporation (the “Security
      Agreement”). 

    


    3.
      The
      Closing.
      The
“closing” means the settlement of the obli-gations of Seller and Purchaser to
      each other under this agree-ment, including the payment of the purchase price
      to
      Seller as provided in Article 1 hereof and the delivery of the closing documents
      provided for in Article 4 hereof. The closing shall be held at the offices
      of
      Michael S. Krome, Esq., 8 Teak Court, Lake Grove, New York 11755, at 10 A.M.
      on
      February __, 2007 (the “closing date”). The Closing shall be subject to the
      payment of $500,000 to Cornell Capital Partners, LP.


    
      
         

        
        

      

      
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    4.
      Closing
      Documents.
      At the
      closing Seller shall execute and deliver to Purchaser:

    


    (a)
      the
      certificate or certificates for the Shares, duly endorsed so as to effectively
      transfer ownership of the Shares to Purchaser, together with all appropriate
      federal and state transfer tax stamps affixed (subject to the obligation of
      Purchaser to deposit the Shares with Seller in accordance with the provisions
      of
      the Stock Pledge Agreement)

    


    (b)
      letters of resignation from each director and officer of the Corporation,
      effective as of the closing hereunder 

    


    (c)
      the
      Certificate of Incorporation or other organi-zational documents of the
      Corporation, and the Bylaws, minute book, stock certificate book, and seal
      of
      the Corporation; any bills, vouchers, records showing the ownership of the
      furniture, furnishings, equipment, other property used in the operation of
      the
      Corporation; and all other books of account, records and contracts of the
      Corporation 

    


    (d)
      such
      other instruments as may be necessary or proper to transfer to Purchaser all
      other ownership in-terests in the Corporation to be transferred under this
      agreement

    


    At
      the
      closing Purchaser shall execute and deliver to Seller:

    


    (a)
      the
      Promissory Note, Stock Pledge Agreement, Secu-rity Agreement and UCC Financing
      Statements provided for in Article 2 hereof

    


    5.
      The
      Security Agreement.
      The
      Security Agreement shall create a security interest in the goods, chattels
      and
      all other personal property included in this sale and all other personal
      property acquired after the closing by Purchaser and used in connection with
      the
      business, together with all proceeds thereof and all in-creases, substitutions,
      replacements and additions thereto. 

    


    Purchaser
      agrees to perfect the security interest of the Security Agreement by executing
      and delivering to Seller appropriate Fin-ancing Statements and extensions and
      renewals thereof, in accor-dance with the provisions of the Uniform Commercial
      Code, and all other instruments or documents as may be reasonably requested
      by
      Seller. All filing fees in connection therewith shall be paid by Purchaser.
      

    


    6.
      Representations
      and Warranties of Seller.
      Seller
      represents and warrants to Purchaser as follows:

    


    (a)
      Seller is a corporation duly organized and validly existing under the laws
      of
      Nevada, and is duly quali-fied to do business in New York. Seller has full
      power
      and authority to carry out and perform its undertakings and obligations as
      provided herein. The execution and delivery by Seller of this agreement and
      the
      consumma-tion of the transactions contemplated herein have been duly authorized
      


    
      
         

        
        

      

      
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    by
      the
      Board of Directors of Seller and will not conflict with or breach any provision
      of the Certificate of Incorporation or Bylaws of Seller.

    


    (b)
      No
      action, approval, consent or authorization of any governmental authority is
      necessary for Seller to consummate the transactions contemplated hereby.


    


    (c)
      The
      Corporation is a corporation duly organized on _________, under the laws of
      Illinois, and the Corporation is validly existing and has not been dissolved.
      

    


    (d)
      Seller is the owner of the Shares, and the Shares are all of the issued and
      outstanding shares of stock of the Corporation. All of the Shares have a par
      value of $0.01, are fully paid and non-assessable. 

    


    (e)
      There
      are no violations of any law or governmental rule or regulation pending against
      Seller, the Shares or the Corporation. 

    


    (f)
      There
      are no judgments, liens, suits, actions or proceedings pending against Seller,
      the Shares or the Corporation, other than that has been disclosed on the books
      of the Corporation. 

    


    (g)
      The
      Corporation has not entered into, other than disclosed to Purchaser, and is
      not
      subject to, any: (i) contract with any labor union or guild; (ii) pension,
      profit-sharing, retirement, bonus, insurance, or similar plan with respect
      to
      any employee of the busi-ness; or (iii) similar contract or agreement affecting
      or relating to the Corporation. 

    


    


    7.
      Representations
      and Warranties of Purchaser.
      Purchaser re-presents and warrants to Seller as follows:

    


    (a)
      Purchaser is a corporation duly organized and validly existing under the laws
      of
      Illinois, and is duly qualified to do business in New York. Purchaser has full
      power and authority to carry out and perform its undertakings and obligations
      as
      provided herein. The execution and delivery by Purchaser of this agree-ment
      and
      the consummation of the transactions contem-plated herein have been duly
      authorized by the Board of Directors of Purchaser and will not conflict with
      or
      breach any provision of the Certificate of Incorpora-tion or Bylaws of
      Purchaser. 

    


    (b)
      No
      action, approval, consent or authorization of any governmental authority is
      necessary for Purchaser to consummate the transactions contemplated hereby.
      

    


    (c)
      There
      are no judgments, liens, suits, actions or proceedings pending or, to the best
      of Purchaser's knowledge, threatened against Purchaser or its prop-erty, other
      than currently listed on the books of the Corporation. 


    
      
         

        
        

      

      
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    (d)
      Purchaser has had the opportunity to perform all necessary due diligence and
      is
      fully aware of the financial position of the Corporation. Purchaser waives
      any
      and all claims for the any failure to disclose any information with respect
      to
      the Corporation.

    


    8.
      No
      Other Representations.
      Purchaser acknowledges that neither Seller nor any representative or agent
      of
      Seller has made any representation or warranty (expressed or implied) regarding
      the Corporation, or any matter or thing affecting or relating to this agreement,
      except as specifically set forth in this agree-ment. Seller shall not be liable
      or bound in any manner by any oral or written statement, representation,
      warranty, agreement or information pertaining to the Corporation or this
      agreement furnished by any broker, agent or other person, unless specifi-cally
      set forth in this agreement. 

    


    9.
      Conduct
      of the Business.
      Seller,
      until the closing, shall:

    


    (a)
      conduct the business in the normal, useful and regular manner;

    


    (b)
      use
      its best efforts to preserve the business and the goodwill of the customers
      and
      suppliers of the business and others having relations with Seller;
      and

    


    (c)
      give
      Purchaser and its duly designated representa-tives reasonable access to the
      premises of the Corpora-tion and the books and records of the Corporation,
      and
      furnish to Purchaser such data and information pertain-ing to the Corporation
      as
      Purchaser from time to time reasonably may request. 

    


    Unless
      and until the closing shall take place, Purchaser shall hold in confidence
      all
      information obtained in connection with this agreement, and, if for any reason
      the closing shall not take place, Purchaser shall return to Seller all documents
      received hereunder. 

    


    10.
      Conditions
      to Closing.
      The
      obligations of the parties to close hereunder are subject to the following
      conditions: 

    


    (a)
      All
      of the terms, covenants and conditions to be complied with or performed by
      the
      other party under this agreement on or before the closing shall have been
      complied with or performed in all material respects. 

    


    (b)
      All
      representations or warranties of the other party herein are true in all material
      respects as of the closing date.

    


    (c)
      On
      the closing date, there shall be no liens or encumbrances against the
      Corporation, except as may be provided for herein. 

    


    If
      Purchaser shall be entitled to decline to close the trans-actions contemplated
      by this agreement, but Purchaser neverthe-less shall elect to close, Purchaser
      shall be deemed to have waived all 


    
      
         

        
        

      

      
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    claims
      of
      any nature arising from the failure of Sell-er to comply with the conditions
      or
      other provisions of this agreement of which Purchaser shall have actual
      knowledge at the closing. 

    


    11.
      Brokerage.
      The
      parties hereto represent and warrant to each other that they have not dealt
      with
      any broker or finder in con-nection with this agreement or the transactions
      contemplated hereby, and no broker or any other person is entitled to receive
      any brokerage commission, finder's fee or similar compensation in connection
      with this agreement or the transactions contemplated hereby. Each of the parties
      shall indemnify and hold the other harmless from and against all liability,
      claim, loss, damage or expense, including reasonable attorneys' fees, pertaining
      to any broker, finder or other person with whom such party has dealt.


    


    12.
      Attorneys'
      Fees.
      In the
      event of litigation involving this agreement, the prevailing party shall be
      entitled to an award of attorneys' fees and costs at the trial and appellate
      levels. 

    


    13.
      Notices.
      All
      notices, demands and other communications re-quired or permitted to be given
      hereunder shall be in writing and shall be deemed to have been properly given
      if
      delivered by hand or by Federal Express courier or by registered or certified
      mail, return receipt requested, with postage prepaid, to Seller or Pur-chaser,
      as the case may be, at their addresses first above writ-ten, or at such other
      addresses as they may designate by notice given hereunder. 

    


    14.
      Survival.
      The
      representations, warranties and covenant contained herein shall survive the
      delivery of the Bill of Sale and shall continue in full force and effect after
      the closing, except to the extent waived in writing. 

    


    15.
      Further
      Assurances.
      In
      connection with the transactions contemplated by this agreement, the parties
      agree to execute and deliver such further instruments, and to take such further
      actions, as may be reasonably necessary or proper to effectuate and carry out
      the transactions contemplated in this agreement. 

    


    16.
      Entire
      Agreement.
      This
      agreement contains all of the terms agreed upon between Seller and Purchaser
      with respect to the subject matter hereof. This agreement has been entered
      into
      after full investigation. All prior oral or written statements, representations,
      promises, understandings and agreements of Sell-er and Purchaser are merged
      into
      and superseded by this agree-ment, which alone fully and completely expresses
      their agreement. 

    


    17.
      Changes
      Must Be In Writing.
      No
      delay or omission by either Seller or Purchaser in exercising any right shall
      operate as a waiver of such right or any other right. This agreement may not
      be
      altered, amended, changed, modified, waived or terminated in any respect or
      particular unless the same shall be in writing signed by the party to be bound.
      No waiver by any party of any breach hereunder shall be deemed a waiver of
      any
      other or subse-quent breach. 

    


    18.
      Captions
      And Exhibits.
      The
      captions in this agreement are for convenience only and are not to be considered
      in construing this agreement. The Exhibits annexed to this agreement are an
      integral part of this agreement, and where there is any reference to this
      agreement it shall be deemed to include said Exhibits.


    
      
         

        
        

      

      
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    19.
      Governing
      Law.
      This
      agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York. If any provisions of this agreement shall be unenforceable
      or
      invalid, such unenforceability or invalidity shall not affect the remaining
      provisions of this agreement. 

    


    20.
      Binding
      Effect.
      This
      agreement shall not be considered an offer or an acceptance of an offer by
      Seller, and shall not be binding upon Seller until executed and delivered by
      both Seller and Purchaser. Upon such execution and delivery, this agreement
      shall be binding upon and inure to the benefit of the parties hereto and their
      respective heirs, executors, administrators, successors and permitted assigns.
      This agreement may be executed in counterparts. 

    


    IN
      WITNESS WHEREOF,
      the
      parties have executed this agreement as of the date first above
      written.

    


    


    
      	 TRITON
              PETROLEUM GROUP, INC.	 	 	 HYPERION
              HOLDINGS LLC
	/s/ James
              W. Zimbler	 	 	/s/ Adam
              Barnett
	
              

            	 	 	
              

            
	Name: 
              James W. Zimbler
Title:  Interim President
	 	 	Name: 
              Adam Barnett






    


     

    
      
        
        

      

      
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    EXHIBIT
      A

    


    PROMISSORY
      NOTE

    


    STATE
      OF
      NEW YORK, COUNTY OF , ss.

    


    February
      19, 2007

    


    $500,000.00

    


    FOR
      VALUE RECEIVED,
      , a
      corporation, having an address at , (“Maker”), hereby covenants and promises to
      pay to Triton Petroleum Group, Inc., a Nevada corporation, having an address
      at
      ____________________________ (“Payee”), or order, at Payee's address first above
      written or at such other address as Payee may designate in writing, Five Hundred
      Thousand Dollars ($500,000.00), lawful money of the United States of America,
      to-gether with interest thereon computed from the date hereof at the rate of
      6
      percent per annum, computed on an actual day/360 day basis (i.e., interest
      for
      each day during which any of the prin-cipal indebtedness is outstanding shall
      be
      computed at the afore-said rate divided by 360), which principal and interest
      shall be payable in monthly installments, commencing on the first day of May,
      2007, and continuing on the first day of each month thereafter, each such
      installment being in an amount equal to the aggregate of (a) $____________,
      to
      be applied in reduction of principal, and (b) the amount of interest at the
      aforesaid rate which has accrued to the date of such monthly installment, until
      May 31, 2009, on which date all outstanding principal and accrued interest
      shall
      be due and payable.

    


    


    Maker
      covenants and agrees with Payee following:

    


    1.
      Maker
      will pay the indebtedness evidenced by this Note as provided
      herein.

    


    2.
      This
      Note is secured by a Stock Pledge Agreement and Security Agreement of even
      date
      herewith (the “Stock Pledge Agreement and Security Agreement”). All of the
      terms, covenants and conditions, contained in the Stock Pledge Agreement and
      Security Agreement are expressly incorporated by reference herein and hereby
      made a part hereof. In the event of any conflict bet-ween the provisions of
      this
      Note and the provisions of the Stock Pledge Agreement and Security Agreement,
      the terms of the Stock Pledge Agreement and Security Agreement shall be
      paramount and shall govern. 

    


    3.
      In the
      event any payment due hereunder shall not be paid on the date when due, such
      payment shall bear interest at the lesser of six percent per annum or the
      highest lawful rate permitted under applicable law, from the date when such
      payment was due until paid. This paragraph shall not be deemed to extend or
      otherwise modify or amend the date when such payments are due hereunder. The
      obligations of Maker under this Note are subject to the 


    
      
         

        
        

      

      
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    limitation
      that payments of interest shall not be required to the extent that the charging
      of or the receipt of any such payment by Payee would be contrary to the
      provisions of law ap-plicable to Payee limiting the maximum rate of interest
      which may be charged or collected by Payee. 

    


    4.
      The
      holder of this Note may declare the entire unpaid amount of principal and
      interest under this Note to be immediately due and payable if Maker defaults
      in
      the due and punctual payment of any installment of principal or interest
      hereunder.

    


    5.
      Maker
      shall have the right to prepay the indebted-ness evidenced by this Note, in
      whole or in part, without penal-ty, upon ten days prior written notice to Payee.
      The installment payments provided for herein shall continue without change
      after
      any such prepayment. 

    


    6.
      Maker,
      and all guarantors, endorsers and sureties of this Note, hereby waive
      presentment for payment, demand, pro-test, notice of protest, notice of
      nonpayment, notice of intention to accelerate maturity, notice of acceleration
      of maturity, and notice of dishonor of this Note. Maker and all guarantors,
      endorsers and sureties consent that the holder of this Note at any time may
      extend the time of payment of all or any part of the indebtedness secured
      hereby, or may grant any other indulgences. 

    


    7.
      Any
      notice or demand required or permitted to be made or given hereunder shall
      be
      deemed sufficiently given or made if given by personal service or by Federal
      Express courier or by certified or registered mail, return receipt requested,
      addressed, if to Maker, at Maker's address first above written, or if to Payee,
      at Payee's address first above written. Either party may change its address
      by
      like notice to the other party. 

    


    8.
      This
      Note may not be changed or terminated orally, but only an agreement in writing
      signed by the party against whom enforcement of any change, modification,
      termination, waiver, or discharge is sought. This Note shall be construed and
      enforced in accordance with the laws of New York. 

    


    IN
      WITNESS WHEREOF
      Maker
      has executed this Note as of the date first above written.

    


    


    


     

    


    By
      ________________________

    President

    


    


    



    


    
      
        
        

      

      
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    EXHIBIT
      B

    


    STOCK
      PLEDGE AGREEMENT

    


    


    AGREEMENT,
      dated
      as of February 19, 2007, between Hyperion Holdings LLC, a corporation, having
      an
      address at __________________________, (“Pledgor”), and Triton Petroleum Group,
      Inc., a Nevada corporation, having an address at 14 Garrison Inn Lane, Garrison,
      NY 10524 (“Pledgee”). 

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      concurrently herewith Pledgee is lending to Pledgor the sum of $500,000.00,
      as
      evidenced by a Promissory Note of even date herewith (the “Note”);
      and

    


    WHEREAS,
      in
      order to induce Pledgee to make said loan, Pledgor has agreed to pledge to
      Pledgee, as security for the loan, the 1,000 shares of stock of APPC Oil
      Company, Inc. (the “Shares”), a corporation organized under the laws of New
      York;

    


    NOW
      THEREFORE,
      in
      consideration of Ten Dollars, and other valuable consideration, the receipt
      and
      sufficiency of which is hereby acknowledged, the parties hereto agree as
      fol-lows:

    


    1.
      Pledge
      Of The Shares.
      Pledgor
      hereby pledges the Shares to Pledgee to secure the full and prompt payment
      all
      prin-cipal and interest due or to become due under the aforesaid Note.


    


    2.
      Pledgor's
      Representations And Warranties.
      Pledgor
      hereby represents and warrants to Pledgee that:

    


    (a)
      There
      are no restrictions upon the transfer of any of the Shares, other than may
      appear on the face of the certificates, and Pledgor has the right to transfer
      the Shares free of any encumbrance without the consent of any person or entity.
      Neither the execution nor the delivery of this Agreement, nor the consummation
      of the transactions herein contemplated, nor compliance with the provisions
      hereof, will violate any law or regulation, or any order or decree of any court
      of gov-ernmental authority, or will conflict with, or result in the breach
      of,
      or constitute a default under, any indenture, mortgage, deed or trust, agreement
      or other instrument to which Pledgor is a party or by which Pledgor may be
      bound, or result in the creation or imposition of any lien, claim or encumbrance
      upon any property of Pledgor.


    
      
         

        
        

      

      
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    (b)
      Pledgor has the power to execute, deliver and perform the provisions of this
      Agreement and all instru-ments and documents delivered or to be delivered
      pursu-ant hereto, and has taken or caused to be taken all necessary or
      appropriate actions to authorize the execu-tion, delivery and performance of
      this Agreement and all such instruments and documents. 

    


    (c)
      Pledgor is the legal and equitable owner of the Shares, free and clear of all
      security interests, liens, claims and encumbrances of every kind and nature.
      

    


    3.
      Protection
      Of The Shares.
      Pledgor
      shall defend the title to the Shares against all claims and demands whatsoever.
      Pledgor shall keep the Shares free and clear of all liens, charges,
      encumbrances, taxes and assessments, and shall pay all taxes, assessments and
      fees relating to the Shares. Upon request by Pledgee, Pledgor shall furnish
      further assurances of title, execute any further instruments and do any other
      acts necessary to effectuate the purposes and provisions of this Agreement.
      Pledgor shall not sell, exchange, assign, transfer or otherwise dispose of
      the
      Shares, and shall not pledge, encumber, hypothe-cate, mortgage, create a lien
      on
      or security interest in the Shares, without the prior written consent of Pledgee
      in each in-stance. 

    


    During
      the term of this Agreement, and so long as there has not occurred an Event
      of
      Default, Pledgor shall have the right to vote the Shares on all corporate
      questions, and Pledgee shall execute due and timely proxies in favor of Pledgor
      to that end. 

    


    In
      the
      event that during the term of this Agreement any dividend, reclassification,
      readjustment or other change is declared or made in the capital structure of
      the
      Corporation, all new, substituted and additional Shares or other securities
      issued by reason of any such change immediately shall be assigned and delivered
      by Pledgor to Pledgee and shall be held by Pledgee pur-suant to this Agreement.
      

    


    In
      the
      event that during the term of this Agreement any warrants or other rights or
      options shall be issued in connection with the Shares, such warrants, rights
      and
      options immediately shall be assigned and delivered by Pledgor to Pledgee and
      shall be held by Pledgee pursuant to this Agreement. 

    


    4.
      Default.
      The
      occurrence of any one or more of the following events (hereinafter referred
      to
      as “Events of Default”) shall constitute a default hereunder, whether such
      occurrence is voluntary or involuntary or comes about or is effected by
      opera-tion of law or pursuant to or in compliance with any judgment, decree
      or
      order of any court or any order, rule or regulation of any administrative or
      governmental authority: 

    


    (a)
      If
      Pledgor shall default in the payment of any principal or interest due under
      the
      Note; or 

    


    (b)
      If
      Pledgor shall fail to pay, perform or observe any covenant, agreement, term
      or
      provision of this Agreement; or 


    
      
         

        
        

      

      
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    (c)
      If
      any representation, warranty or other statement of fact herein or in any
      writing, certificate, report or statement at any time furnished to Pledgee
      pursuant to or in connection with this Agreement or the Note shall be false
      or
      misleading in any material respect; or

    


    (d)
      If
      Pledgor shall: admit in writing its inability to pay its debts generally as
      they
      become due; file a petition for relief under the bankruptcy laws or a petition
      to take advantage of any insolvency act; make an assignment for the benefit
      of
      creditors; commence a proceeding for the appointment of a receiver, trustee,
      liquidator or conservator of itself or the whole or any substantial part of
      its
      property; file a petition or answer seeking reorganization or arrangement or
      similar relief under the Federal Bankruptcy Laws or any other applicable law
      or
      statute of the United States or any State; or if Pledgor shall be adjudged
      a
      bankrupt or insolvent, or a court of competent jurisdiction shall enter any
      order, judgment or decree appointing a re-ceiver, trustee, liquidator or
      conservator of Pledgor or of the whole or any substantial part of the property
      of Pledgor or approves a petition filed against Pledgor seeking reorganization
      or similar relief under the Fed-eral Bankruptcy Laws or any other applicable
      law
      or statute of the United States or any State; or if, under the provisions of
      any
      other law for the relief or aid of debtors, a court of competent jurisdiction
      shall assume custody or control of Pledgor or the whole or any substantial
      part
      of its property; or if there is commenced against Pledgor any proceeding for
      any
      of the foregoing relief; or if Pledgor by any act indicates its consent to,
      approval of, or acquiescence in any such proceeding; or 

    


    (e)
      If
      any creditor of Pledgor for any reason whatso-ever hereafter shall accelerate
      payment in whole or in part of any outstanding obligation owed to it by Pledgor
      under any agreement or arrangement, or if any judgment against the Pledgor
      or
      any execution against any of its property for any amount remains unpaid,
      un-stayed or undismissed for a period in excess of ten days; or 

    


    (f)
      If
      Pledgor or any guarantor or surety of the Note shall die or cease to exist;
      or


    


    (g)
      If
      all or any part of the Shares shall be sold, transferred or assigned, or shall
      be further encumber-ed, hypothecated, mortgaged, or made subject to any other
      lien or security interest, without the prior written consent of Pledgee.


    


    5.
      Rights
      And Remedies.
      Upon
      the occurrence of an Event of Default, the Note shall immediately become due
      and
      payable in full without notice or demand, upon five (5) days notice to cure.
      Pledgee shall have all rights and remedies provided by the Uniform Commercial
      Code in effect in the State of New York on the date hereof. In addition to,
      or
      in conjunction with, or substitution for such rights and remedies, Pledgee
      may
      at any time after the occurrence of an Event of Default hereunder: 

    


    (a)
      sell
      or otherwise dispose of all or any part of the Shares, in Pledgor's name or
      in
      its own name, or in the name of such party as Pledgee may designate, either at



    
      
         

        
        

      

      
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    public
      or
      private sale (at which Pledgee shall have the right to purchase), for cash
      or
      for credit, and in such manner and upon such other terms as Pledgee, in its
      sole
      discretion, may deem advisable; and ten days' written notice of such public
      sale
      date or dates after which private sale may occur, or such lesser period of
      time
      in the case of an emergency, shall constitute rea-sonable notice hereunder;
      

    


    (b)
      execute and deliver documents of title as attorney-in-fact for and in the name
      of Pledgor; 

    


    (c)
      apply
      for an injunction to restrain a breach or threatened breach of this Agreement
      by
      Pledgor. 

    


    If,
      after
      an Event of Default, Pledgee shall foreclose upon the security interest in
      the
      Shares, Pledgor shall pay to Pledgee, as compensation for the attorneys' fees
      of
      Pledgee, an amount equal to 33 percent of the then outstanding indebtedness
      under the Note. 

    


    Pledgor
      shall be liable for, and shall reimburse to Pledgee, all expenses, including
      reasonable attorneys' fees, incurred or paid in connection with establishing,
      perfecting, maintaining, protecting or enforcing any of Pledgee's rights and
      remedies hereunder. 

    


    6.
      Cumulative
      Rights.
      All
      rights, remedies and powers granted to Pledgee herein, or in any instrument
      or
      document re-lated hereto, or provided or implied by law or in equity shall
      be
      cumulative and may be exercised singly or concurrently on any one or more
      occasions. 

    


    7.
      Release
      Of The Shares.
      Upon
      payment in full of the Note and any other sums due Pledgee hereunder, Pledgee
      shall de-liver to Pledgor the Shares and any other collateral held here-under.
      

    


    8.
      Notices.
      All
      notices, requests, demands or other communications provided for herein shall
      be
      in writing and shall be deemed to have been properly given if sent by registered
      or certified mail, return receipt requested, addressed to the parties at their
      respective addresses herein above set forth, or at such other addresses as
      the
      parties may designate in writing. Pledgor immediately shall notify Pledgee
      of
      any change in the address of Pledgor or discontinuance of the place of business
      or residence of Pledgor. 

    


    9.
      Modification
      And Waiver.
      No
      modification or waiver of any provision of this Agreement, and no consent by
      Pledgee to any breach thereof by Pledgor, shall be effective unless such
      modification or waiver shall be in writing and signed by Pledgee, and the same
      shall then be effective only for the period and on the conditions and for the
      specific instances and purposes specified in such writing. No course of dealing
      between Pledgor and Pledgee in exercising any rights or remedies hereunder
      shall
      operate as a waiver or preclude the exercise of any other rights or remedies
      hereunder. All such rights and remedies shall continue unimpaired,
      notwithstanding any delay, extension of time, renewal, compromise or other
      indulgence granted with re-spect to the Note. Pledgor hereby waives all notice
      of any such delay, extension of time, renewal, compromise or indulgence, and
      consents to be bound thereby as fully and effectually as 


    
      
         

        
        

      

      
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    if
      Pledgor expressly had agreed thereto in advance. The aforesaid Note may be
      negotiated by Pledgee, without releasing Pledgor. 

    


    10.
      Applicable
      Law.
      This
      Agreement shall be construed in accordance with and shall be governed by the
      laws of the State of New York. The invalidity or unenforceability of any
      provision of this Agreement shall not effect the validity or enforceability
      of
      any other provision of this Agreement. Pledgor covenants and agrees to execute
      and deliver to Pledgee on demand such addition-al assurances, writings and
      instruments as may be required by Pledgee for purposes of effectuating the
      intent of this Agree-ment. The captions in this Agreement are for convenience
      only, and shall not be considered in construing this Agreement. 

    


    11.
      Benefit.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, executors, administrators, successors and assigns.
      Pledgee may assign this Agreement, and if assigned, the assignee shall be
      entitled, upon notifying Pledgor, to the payment and performance of the Note
      and
      agreements of Pledgor hereunder and to all of the rights and remedies of Pledgee
      hereunder, and Pledgor will assert no claims or defenses Pledgor may have
      against Pledgee against the assignee. The gender and number used in this
      Agreement are used for reference term only and shall apply with the same effect
      whether the parties are masculine, feminine, neuter, singular or plural.


    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly exe-cuted this Agreement as of the date first above
      written.

    


    Hyperion
      Holdings LLC

     

    


    By
      ________________________

    President

    


    


    TRITON
      PETROLEUM GROUP, INC.

    


    By
      ________________________

    James
      W.
      Zimbler, Interim President

    


    


    



    


    
      
        
        

      

      
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    EXHIBIT
      C

    


    SECURITY
      AGREEMENT

    


    


    AGREEMENT,
      dated
      as of February 19, 2007, between Hyperion Holdings LLC, a corporation, having
      an
      address at _________________, (“Debtor”), and Triton Petroleum Group, Inc., a
      Nevada corporation, having an address at 14 Garrison Inn Lane, Garrison, NY
      10524 (“Secured Party”). 

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      concurrently herewith Secured Party is lending to Debtor the sum of $500,000.00,
      as evidenced by a Promissory Note of even date herewith (the “Note”);
      and

    


    WHEREAS,
      in
      order to induce Secured Party to make said loan, Debtor has agreed to pledge
      to
      Secured Party certain prop-erty as security for the loan;

    


    NOW
      THEREFORE,
      in
      consideration of Ten Dollars, and other valuable consideration, the receipt
      and
      sufficiency of which hereby are acknowledged, the parties hereto agree as
      fol-lows:

    


    1.
      Definitions.
      The
      following terms as used in this Agreement shall have the meanings set forth
      below:

    


    “Collateral”
      shall mean all of the property set forth in Exhibit A attached hereto and made
      a
      part hereof, and all property of the same class or character ac-quired by Debtor
      subsequent to the date hereof, and all proceeds thereof, and all substitutions,
      replacements and accessions thereto. 

    


    “Obligations”
      shall mean all principal and interest due or to become due under the aforesaid
      Note, and any other indebtedness or liability of Debtor to Secured Party, direct
      or indirect, absolute or contingent, due or to become due, now existing or
      hereafter arising. 

    


    2.
      Creation
      of the Security Interest.
      Debtor
      hereby grants to Secured Party a security interest in all of the right, title
      and interest of Debtor in and to the Collateral to secure the full and prompt
      payment and performance of all of the Obliga-tions.


    
      
         

        
        

      

      
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    3.
      Debtor's
      Obligations to Pay.
      Debtor
      shall pay and perform all of the Obligations of Debtor to Secured Party as
      the
      same may become due according to their terms. Debtor shall be liable for, and
      shall reimburse to Secured Party, all expenses, including reasonable attorneys'
      fees, incurred or paid in connec-tion with establishing, perfecting,
      maintaining, protecting or enforcing any of Secured Party's rights and remedies
      hereunder. 

    


    4.
      Protection
      of the Collateral.
      Debtor
      shall defend the title to the Collateral against all claims and demands
      what-soever. Debtor shall keep the Collateral free and clear of all liens,
      charges, encumbrances, taxes and assessments, and shall pay all taxes,
      assessments and fees relating to the Collateral. Upon request by Secured Party,
      Debtor shall furnish further assurances of title, execute any further
      instruments and do any other acts necessary to effectuate the purposes and
      provisions of this Agreement. Debtor shall not sell, exchange, assign, trans-fer
      or otherwise dispose of the Collateral, without the prior written consent of
      Secured Party in each instance. The risk of loss of the Collateral at all times
      shall be borne by Debtor. Debtor shall keep the Collateral in good repair and
      condition and shall not misuse, abuse or waste the Collateral or allow the
      Col-lateral to deteriorate except for normal wear and tear. 

    


    The
      Collateral shall be kept at Debtor's place of business set forth above, except
      for temporary removal in connec-tion with its ordinary use or unless Debtor
      shall have obtained the prior written consent of Secured Party for its removal
      to another location. Secured Party shall have the right to enter upon Debtor's
      premises at any reasonable time, and from time to time, to inspect the
      Collateral. 

    


    5.
      Filing
      and Recording.
      Debtor,
      at its own cost and expense, shall execute and deliver to Secured Party any
      financing statements, and shall procure for Secured Party any other docu-ments,
      necessary or appropriate to protect the security interest granted to Secured
      Party hereunder against the rights and inter-ests of third parties, and shall
      cause the same to be duly re-corded and filed in all places necessary to perfect
      the security interest of Secured Party in the Collateral. In the event that
      any
      recording or refiling thereof (or filing of any statements of continuation
      or
      assignment of any financing statement) is required to protect and preserve
      such
      security interest, Debtor, at its own cost and expense, shall cause the same
      to
      be re-recorded and/or refiled at the time and in the manner requested by Secured
      Party. Debtor hereby authorizes Secured Party to file or refile any financing
      statements or continuation statements with respect to the security interest
      granted pursuant to this Agreement which at any time may be required or
      appropriate, al-though the same may have been executed only by Secured Party,
      and to execute such financing statement on behalf of Debtor. Debtor hereby
      irrevocably designates Secured Party, its agents, repre-sentatives and
      designees, as agent and attorney-in-fact for Debtor for the aforesaid purposes.
      

    


    6.
      Default.
      The
      occurrence of any one or more of the following events (hereinafter referred
      to
      as “Events of Default”) shall constitute a default hereunder, whether such
      occurrence is voluntary or involuntary or comes about or is effected by
      opera-tion of law or pursuant to or in compliance with any judgment, decree
      or
      order of 


    
      
         

        
        

      

      
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    any
      court
      or any order, rule or regulation of any administrative or governmental
      authority: 

    


    (a)
      If
      Debtor shall default in the payment of any principal or interest due under
      the
      Note; or

    


    (b)
      If
      Debtor shall fail to pay, perform or observe any covenant, agreement, term
      or
      provision of this Agreement, or any other agreement or arrangement now or
      hereafter entered into between the parties hereto or with respect to any
      Obligation of Debtor to Secured Party; or

    


    (c)
      If
      any representation, warranty or other statement of fact herein or in any
      writing, certificate, report or statement at any time furnished to Secured
      Party
      pursuant to or in connection with this Agreement or the Note shall be false
      or
      misleading in any material respect; or

    


    (d)
      If
      Debtor shall: admit in writing its inability to pay its debts generally as
      they
      become due; file a petition for relief under the bankruptcy laws or a petition
      to take advantage of any insolvency act; make an assignment for the benefit
      of
      creditors; commence a proceeding for the appointment of a receiver, trustee,
      liquidator or conservator of itself or the whole or any substantial part of
      its
      property; file a petition or answer seeking reorganization or arrangement or
      similar relief under the federal Bankruptcy Laws or any other applicable law
      or
      statute of the United States or any state; or if Debtor shall be adjudged a
      bankrupt or in-solvent, or a court of competent jurisdiction shall enter any
      order, judgment or decree appointing a re-ceiver, trustee, liquidator or
      conservator of Debtor or of the whole or any substantial part of the property
      of
      Debtor or approves a petition filed against Debtor seeking reorganization or
      similar relief under the fed-eral Bankruptcy Laws or any other applicable law
      or
      statute of the United States or any state; or if, under the provisions of any
      other law for the relief or aid of debtors, a court of competent jurisdiction
      shall assume custody or control of Debtor or the whole or any substantial part
      of its property; or if there is com-menced against Debtor any proceeding for
      any
      of the foregoing relief; or if Debtor by any act indicates its consent to,
      approval of, or acquiescence in any such proceeding; or 

    


    (e)
      If
      any creditor of Debtor for any reason whatso-ever hereafter shall accelerate
      payment in whole or in part of any outstanding obligation owed to it by Debtor
      under any agreement or arrangement, or if any judgment against the Debtor or
      any
      execution against any of its property for any amount remains unpaid, unstayed
      or
      undismissed for a period in excess of ten days; or


    
      
         

        
        

      

      
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    (f)
      If
      Debtor or any guarantor or surety of any Obligation shall die or cease to exist;
      or

    


    (g)
      If
      there occur any reduction in the value of the Collateral or any act of Debtor
      which imperils the prospect of the full performance or satisfaction of the
      Obligations; or

    


    (h)
      If
      all or any part of the Collateral shall be sold, transferred or assigned,
      without the prior written consent of Secured Party. 

    


    7.
      Rights
      and Remedies.
      Upon
      the occurrence of an Event of Default, the Obligations shall immediately become
      due and payable in full without notice or demand. Secured Party shall have
      all
      rights and remedies provided by the Uniform Commercial Code in effect in the
      State of New York on the date hereof. In addition to, or in conjunction with,
      or
      substitution for such rights and remedies, Secured Party may at any time and
      from and after the occurrence of an Event of Default hereunder: 

    


    (a)
      with
      or without notice to Debtor, foreclose the security interest created herein
      by
      any available judicial procedure, or take possession of the Collateral, or
      any
      portion thereof, with or without judicial process, and enter any premises where
      the Collateral may be located for the purpose of taking possession of or
      removing the same, or rendering the same unusable, or disposing of the
      Collateral on such premises, and Debtor agrees not to resist or interfere
      therewith; 

    


    (b)
      require Debtor to prepare, assemble or collect the Collateral, at Debtor's
      own
      expense, and make the same available to Secured Party at such place as Secured
      Party may designate, whether at Debtor's premises or elsewhere; 

    


    (c)
      sell,
      lease or otherwise dispose of all or any part of the Collateral, whether in
      its
      then condition or after further preparation, in Debtor's name or in its own
      name, or in the name of such party as Secured Party may designate, either at
      public or private sale (at which Secured Party shall have the right to
      purchase), in lots or in bulk, for cash or for credit, with or without
      representations or warranties, and upon such other terms as Secured Party,
      in
      its sole discretion, may deem advisable; and ten days' written notice of such
      public sale date or dates after which private sale may occur, or such lesser
      period of time in the case of an emergency, shall constitute reasonable notice
      hereunder; 

    


    (d)
      execute and deliver documents of title, certifi-cates of origin, or other
      evidence of payment, shipment or storage of any Collateral or proceeds on behalf
      of and in the name of Debtor; 


    
      
         

        
        

      

      
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    (e)
      remedy any default by Debtor hereunder, without waiving such default, and any
      monies expended in so doing shall be chargeable with interest to Debtor and
      added to the Obligations secured hereby; and

    


    (f)
      apply
      for an injunction to restrain a breach or threatened breach of this Agreement
      by
      Debtor. 

    


    If,
      after
      an Event of Default, Secured Party shall foreclose upon the security interest
      in
      the Collateral, Debtor shall pay to Secured Party, as compensation for the
      attorneys' fees of Secured Party, an amount equal to 33 percent of the then
      outstanding Obligations. 

    


    8.
      Cumulative
      Rights.
      All
      rights, remedies and powers granted to Secured Party herein, or in any
      instrument or document related hereto, or provided or implied by law or in
      equity shall be cumulative and may be exercised singly or concurrently on any
      one or more occasions. 

    


    9.
      Debtor's
      Representations and Warranties.
      Debtor
      hereby represents and warrants to Secured Party that:

    


    (a)
      Debtor is not in default under any indenture, mortgage, deed of trust, agreement
      or other instrument to which it is a party or by which it may be bound. Neither
      the execution nor the delivery of this Agree-ment, nor the consummation of
      the
      transactions herein contemplated, nor compliance with the provisions hereof,
      will violate any law or regulation, or any order or decree of any court of
      governmental authority, or will conflict with, or result in the breach of,
      or
      constitute a default under, any indenture, mortgage, deed or trust, agreement
      or
      other instrument to which Debtor is a party or by which Debtor may be bound,
      or
      result in the creation or imposition of any lien, claim or encumbrance upon
      any
      property of Debtor. 

    


    (b)
      Debtor has the power to execute, deliver and perform the provisions of this
      Agreement and all instruments and documents delivered or to be delivered
      pursuant hereto, and has taken or caused to be taken all necessary or
      appropriate actions to authorize the execution, delivery and performance of
      this
      Agreement and all such instruments and documents. 

    


    (c)
      Debtor is the legal and equitable owner of the Collateral, free and clear of
      all
      security interests, liens, claims and encumbrances of every kind and nature.
      Except as may be set forth in Exhibit A annexed hereto, no financing statement
      covering the Collateral or its proceeds is on file in any public office.


    


    (d)
      No
      default exists, and no event which with notice or the passage of time, or both,
      would constitute a default under the Collateral by any party 


    
      
         

        
        

      

      
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    thereto,
      and there are no offsets, claims or defenses against the obligations evidenced
      by the Collateral, except as may be expressly set forth in Exhibit A annexed
      hereto. 

    


    10.
      Notices.
      All
      notices, requests, demands or other communications provided for herein shall
      be
      in writing and shall be deemed to have been properly given if sent by Federal
      Express courier or by registered or certified mail, return receipt requested,
      with postage prepaid, addressed to the parties at their respective addresses
      herein above set forth, or at such other addresses as the parties may designate
      in writing. Debtor immediately shall notify Secured Party of any change in
      the
      address of Debtor or discontinuance of the place of business or residence of
      Debtor. 

    


    11.
      Modification
      and Waiver.
      No
      modification or waiver of any provision of this Agreement, and no consent by
      Secured Party to any breach thereof by Debtor, shall be effective unless such
      modification or waiver shall be in writing and signed by Secured Party, and
      the
      same shall then be effective only for the period and on the conditions and
      for
      the specific instances and purposes specified in such writing. No course of
      dealing between Debtor and Secured Party in exercising any rights or remedies
      hereunder shall operate as a waiver or preclude the exercise of any other rights
      or remedies hereunder. All such rights and remedies shall continue unimpaired,
      notwithstanding any delay, extension of time, renewal, compromise or other
      indulgence granted with respect to any of the Obligations. Debtor hereby waives
      all notice of any such delay, extension of time, renewal, compromise or
      indulgence, and consents to be bound thereby as fully and effectually as if
      Debtor expressly had agreed thereto in advance. The aforesaid Note may be
      negotiated by Secured Party, without releasing Debtor or the Collateral.


    


    12.
      Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective heirs, executors, administrators, successors and assigns.
      Secured Party may assign this Agreement, and if assigned, the assignee shall
      be
      entitled, upon notifying Debtor, to the payment and performance of all of the
      Obligations and agreements of Debtor hereunder and to all of the rights and
      remedies of Secured Party hereunder, and Debtor will assert no claims or
      defenses Debtor may have against Secured Party against the assignee. The gender
      and number used in this Agreement are used for reference term only and shall
      apply with the same effect whether the parties are masculine, feminine, neuter,
      singular or plural. 

    


    13.
      Miscellaneous.
      This
      Agreement shall be construed in accordance with and shall be governed by the
      laws of the State of New York. The invalidity or unenforceability of any
      provision of this Agreement shall not effect the validity or enforceability
      of
      any other provision of this Agreement. Debtor covenants and agrees to execute
      and deliver to Secured Party on demand such ad-ditional assurances, writings
      and
      instruments as may be required by Secured Party for purposes of effectuating
      the
      intent of this Agreement. The captions in this Agreement are for convenience
      only, and shall not be considered in construing this Agreement.



    
      
         

        
        

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have duly exe-cuted this Agreement as of the date first above
      written.

    


    Hyperion
      Holdings LLC

    


    By
      ________________________

    President

    


    


    TRITON
      PETROLEUM GROUP, INC.

    


    By
      ________________________

    James
      W.
      Zimbler, Interim President