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                                                                  EXHIBIT 10.8.1

[SASKATCHEWAN ENERGY AND MINES LOGO]             PETROLEUM AND NATURAL GAS LEASE
                                                           Gully Lake.

Withdrawn from: 06-Jun-2000 Sale PCL290                    PN46991

This Agreement, effective 06-Jun-2000

BETWEEN:

HER MAJESTY THE QUEEN in Right of the Province of Saskatchewan, as represented
by the Minister of Energy and Mines, (the "Lessor").

                                    - and -

GEOCAN ENERGY INC.                                70.000%

TIMBERWOLF ENERGY INC.                            20.000%

TIMBERWOLF RESOURCES LTD.                         10.000%

the ("Lessee")

GRANT
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1.   In consideration of the rents and royalties reserved and excepted in this
Lease, and subject to:

       (a)  the terms and conditions of this Lease; and

       (b)  The Crown Minerals Act (the "Act") and any applicable regulations
            (the "Regulations") made or continued under that Act, including but
            not limited to The Petroleum and Natural Gas Regulations, 1969 (the
            "Petroleum Regulations"), as that Act or those Regulations may be
            amended, revised, or substituted from time to time;

the Lessor grants and leases to the Lessee the right to explore for, work,
recover, remove, and dispose of, the petroleum and natural gas within the
meaning of the Petroleum Regulations, (the "Petroleum"), insofar as the
Petroleum is the property of the Lessor and the Lessor has the right to grant
the same, that may be found within, upon or under the following lands (the
"leased area"):

LOCATION  SEC  TWP  RGE  MER

PETROLEUM & NATURAL GAS FROM THE SURFACE TO THE TOP PRECAMBRIAN

      SE   36   49   23    3

Total Hectares:  64.75        Total Acres:  160.00         (more or less)



TERM
----

2.   The term of this Lease shall be for a period ending five years from the
first day of April, 2001, provided that this Lease will be continued at the
expiration of this term if the requirements for continuance in the Petroleum
Regulations have been satisfied by the Lessee.

                                  LESSEE COPY
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                                      -2-

ROYALTY

3.  In respect to all Petroleum produced, saved or recovered from the leased
area, there is hereby excepted and reserved to the Lessor the royalty upon the
Petroleum that is prescribed by the Act and the Regulations, which royalty
shall be paid or delivered by the Lessee to the Lessor in the manner and time
that is so prescribed.

NO SURFACE RIGHTS

4.  This Lease does not convey to the Lessee any right or interest in the
surface of the leased area or any mineral other than the Petroleum granted by
this Lease.

RATES, TAXES & ASSESSMENTS

5.  The Lessee shall pay all rates, taxes and assessments that may be charged or
be payable during the term, or the continuation of, this Lease, in respect of
the leased area and the operations under this Lease.

COMPLIANCE WITH LAWS

6.  The Lessee shall comply with the Act and the Regulations and all other laws
in force in the Province of Saskatchewan applicable to the Lessee's operations
under this Lease, including, without limiting the generality of the foregoing,
laws relating to occupational health and safety, environmental and public
protection and safety, resource conservation, management and development, and
surface rights.

ACTS AND REGULATIONS - INCORPORATION INTO LEASE

7(1).  The Act and the Regulations shall be deemed to be incorporated into, and
form part of the terms and conditions of this Lease. Where there is any
conflict between this Lease and the Act and the Regulations, the Act and the
Regulations shall govern.

7(2).  The Lessee acknowledges and agrees that its rights, interests, duties
and obligations under this Lease shall be deemed to be amended or varied, in
whole or in part, in accordance with any amendments to, or substitutions of,
the Act and the Regulations, including, without limiting the generality of the
foregoing, amendments or substitutions made to the Act or the Regulations after
the execution or issuance of this Lease or any renewal, continuation, or
substitution of this Lease.

OPERATIONS

8(1).  The Lessee shall conduct all operations under this Lease in a diligent,
careful and workmanlike manner and shall take all reasonable and necessary
steps to prevent injury and damage to life and property.

8(2).  The Lessee shall not unduly interfere with other petroleum and natural
gas operations or other mining operations in the leased area, or in any manner
cause undue public or private damage, inconvenience or nuisance.

POOLING

9(1).  The Lessee is authorized to pool the leased area or part thereof with
other mineral lands to complete a drainage unit.

9(2).  In the event of such pooling:

       (a) the Lessee shall promptly enter into an Addendum agreement with the
       Lessor, in a form prescribed by the Lessor, which Addendum shall describe
       the areas to be pooled and the ratio mentioned in clause 9(2)(b); and

       (b) the royalties excepted and reserved in this Lease shall be calculated
       and paid on the basis of the ratio that the surface area of the leased
       area included in the pooled drainage unit bears to the total surface area
       of the mineral lands in the pooled drainage unit.

9(3).  Drilling operations on, or production of petroleum from, any mineral
lands in the pooled drainage unit shall have the same effect in continuing this
Lease in force and effect as if such operations or production were upon or from
the leased area included in the pooled drainage unit.

CANCELLATION

10(1). Notwithstanding anything else in this Lease, this Lease may be cancelled
by the Lessor if there has been a breach by the Lessee of any of the provisions
of this Lease or of any of the provisions of the Act or the Regulations
relating to this Lease.

10(2). Unless the Regulations provide for the automatic lapse of this Lease, the
Lessor shall not cancel this Lease pursuant to clause 10(1) unless the Lessor
has given written notice to the Lessee that this Lease may be cancelled and the
Lessee has not remedied or commenced to remedy the default to the satisfaction
of the Lessor within sixty (60) days after receipt of the notice by the Lessee.

10(3). Any right, including any right of action, of the Lessor against the
Lessee in respect of any breach or default shall not be prejudiced, lost, or
merged by the cancellation of this Lease and the Lessor shall have the same
remedies for the recovery of any royalties, rents, payments or damages due or
accruing due at the time of cancellation as if this Lease remained in full force
and effect.

TERMINATION - LESSOR'S RIGHTS

11(1). On the termination of this Lease by cancellation, surrender, or
expiration, the Lessee shall comply with all directions or orders of the Lessor
or any other official of the Province of Saskatchewan respecting the
preservation, clean up, and restoration of the leased area and facilities in
the leased area with respect to operations conducted by or on behalf of the
Lessee.

11(2). Any costs incurred by the Lessor as a result of the Lessee's failure to
comply with any direction or order mentioned in clause 11(1), which failure
shall be communicated to the Lessee, shall be a debt due by the Lessee to the
Lessor and may be recovered by the Lessor as provided for by law.

WAIVER

12. No waiver by the Lessor of a breach by the Lessee of any covenant,
obligation, condition, restriction or stipulation contained in this Lease, in
the Act, or in the Regulations, shall take effect or be binding upon the Lessor
unless such waiver is expressed in writing by the Lessor, and any waiver so
expressed shall apply only to the particular breach so waived and shall not
limit or affect the Lessor's rights with respect to any other or future breach.

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INDEMNITY
13. The Lessee shall keep harmless and indemnify the Lessor, its Ministers,
officials, agents and employees, past, present and future, from and against all
actions, suits, claims and demands arising out of or in connection with the
operations carried on by the Lessee, its employees, agents, licensees and
contractors, deriving from this lease.

ERRORS
14. The Lessor may at any time by notice in writing to the Lessee revise this
Lease to correct errors.

LESSOR
15. For the purposes of this Lease, "Lessor" includes any person appointed by
the Lessor to perform and exercise any of the duties imposed and powers
conferred by this Lease, the Act and the Regulations.

NOTICES
16. Any notice or document required to be given or served pursuant to this
Lease, the Act or the Regulations shall be given or served by personal service
or registered mail to:

                         Saskatchewan Energy and Mines
                         1914 Hamilton Street
                         REGINA, Saskatchewan S4P 4V4

in the case of the Lessee, at the address for service as indicated by the
records of the department pursuant to Section 82 of the Petroleum Regulations.

ENUREMENT
17. This Lease shall enure to the benefit of and shall be binding upon the
parties to this Lease and their respective heirs, executors, administrators,
successors and assigns.

HEADINGS
18. The headings used in this Lease are for convenience of use only and shall
not be considered in the interpretation of this lease.

IN WITNESS WHEREOF the Lessor and the Lessee have executed this Lease.
SIGNED, SEALED AND DELIVERED


                                 /s/ ANDY BERNHARDT
                                 ____________________________________________
                                 LESSOR
                                 Director of Geology & Petroleum Lands Branch


                                 GEOCAN ENERGY INC.

                                 /s/ WAYNE WADLEY
_____________________________    ____________________________________________
Witness                          LESSEE
with affidavit                   with seal
                                 Wayne Wadley
                                 President


                                 TIMBERWOLF ENERGY INC.

                                 /s/ WAYNE WADLEY
                                 ____________________________________________
                                 Wayne Wadley
                                 President


                                 TIMBERWOLF RESOURCES LTD.

                                 /s/ WAYNE WADLEY
                                 ____________________________________________
                                 Wayne Wadley
                                 President