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                                                                   EXHIBIT 10.14


                               717365 ALBERTA LTD.

                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated this 31st day of October, 2000;

AMONG:

                  BRIAN ROBAK, an individual residing in Calgary, Alberta (the
                  "VENDOR")

                                     - and -


                  GEOCAN ENERGY INC., a corporation with offices in Calgary,
                  Alberta (the "PURCHASER"),

         WHEREAS the Vendor is the registered and beneficial owner of all the
issued and outstanding shares of the Company;

         AND WHEREAS the Vendor has agreed to sell and transfer, and the
Purchaser has agreed to purchase and accept, on the terms and conditions herein
set forth, all the Vendor's right, title, estate and interest in and to the
Shares;

         NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the
premises and of the respective covenants and agreements of the Parties
hereinafter set forth, the Parties hereby covenant and agree with one another as
follows:

It is agreed as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement, including the recitals and the Schedules hereto:

         "AGREEMENT" or "THIS AGREEMENT" means this share purchase agreement as
         amended from time to time after the date hereof in the manner herein
         provided; the terms "HEREIN", "HERETO", "HEREOF", "HEREUNDER", "HEREBY"
         and similar terms mean and refer to this Agreement and not, unless a
         particular provision is expressly stipulated, to any particular
         provision.

         "ASSETS" means the assets of the Company, including the Petroleum and
         Natural Gas Rights, the Tangibles and the Miscellaneous Interests.

         "BASIC PURCHASE PRICE" has the meaning ascribed thereto in Section
2.2(a).



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                                        2

         "BUSINESS DAY" means any day, other than a Saturday or Sunday, or a
         statutory holiday in Calgary, Alberta.

         "CLOSING" means the completion of the purchase and sale of the Shares
         as contemplated by this Agreement.

         "CLOSING DATE" means December 13, 2000, or such other date as the
         Vendor and the Purchaser agree in writing.

         "COMPANY" means 717365 Alberta Ltd., a corporation incorporated
         pursuant to the laws of Alberta with offices in the City of Calgary.

         "ENVIRONMENTAL DEFICIENCY" means any (i) ground water, surface water or
         aquifer contamination, (ii) soil contamination, (iii) toxic or
         hazardous substance emission, or (iv) corrosion or deterioration of
         structures, equipment and other property, the occurrence or existence
         of which could reasonably be expected to give rise to criminal,
         quasi-criminal or civil liability on the part of the Vendor or a
         transferee of the Assets, under presently subsisting Environmental Law.

         "ENVIRONMENTAL LAW" means any federal, provincial or local statute,
         regulation or rule, any judicial or administrative order or judgement
         or written administrative request of any governmental or regulatory
         body having jurisdiction, and any provision or condition of any permit,
         license or other governmental operating authorization, applicable to
         the Vendor or the Assets and relating to protection of the environment,
         persons or the public welfare from actual or potential exposure (or the
         effects of exposure) to any actual or potential release, discharge,
         spill or emission (whether past or present) of, or regarding the
         manufacture, processing, production, gathering, transportation, use,
         treatment, storage or disposal of, any chemical, raw material,
         pollutant, contaminant or toxic, corrosive or hazardous substance or
         waste.

         "FACILITIES" means the specified interest of the Company in all
         facilities described in Schedule "A", Part II.

         "FINANCIAL STATEMENTS" means the financial statements of the Company
         attached hereto as Schedule "C" for the previous three years together
         with unaudited interim financial statements for the period ending
         September 30, 2000.

         "GAAP" means Canadian generally accepted accounting principles from
         time to time prescribed by the Canadian Institute of Chartered
         Accountants, or any successor institute, applicable on a consistent
         basis.

         "GEOCAN SHARES" means 145,000 common shares of the Purchaser.

         "LANDS" means the lands set forth and described in Schedule "A", Part
         I, insofar as rights to the Petroleum Substances underlying those Lands
         are granted by the Leases.

         "LEASES" means, collectively, the leases, reservations, permits,
         licenses, certificates of title or other documents of title set forth
         and described in Schedule "A", Part I (or any


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                                        3



         replacement thereof, renewal or extension thereof or leases derived
         therefrom) by virtue of which the holder thereof is entitled to drill
         for, win, take, own and remove Petroleum Substances within, upon or
         under all or any part of the Lands.

         "MISCELLANEOUS INTERESTS" means the interests of the Company in and to
         all property, assets and rights pertaining or ancillary to the
         Petroleum and Natural Gas Rights, the Lands, the Leases and the
         Tangibles (other than the Petroleum and Natural Gas Rights, the Lands,
         the Leases and the Tangibles) and to which the Company is entitled at
         the Closing Date including, but not in limitation of the generality of
         the foregoing, such interests of the Company in:

         (a)      all contracts, agreements, documents, production sales
                  contracts, books and records relating to the interest of the
                  Company in the Petroleum and Natural Gas Rights, the Lands, or
                  the Tangibles, and any and all rights in relation thereto;

         (b)      all engineering and production data and information directly
                  related to the Petroleum and Natural Gas Rights and the
                  Tangibles which are in the custody of the Company or to which
                  it is entitled including, without limitation, all Proprietary
                  Technical Information;

         (c)      all subsisting rights to enter upon, use and occupy the
                  surface of the Lands or any lands which same have been pooled
                  or unitized or the sites of any Tangibles or any lands which
                  are used to gain access to any of the foregoing;

         (d)      existing Well bores and downhole casing; and

         (e)      all well, pipeline and other permits, licences and
                  authorizations relating to the Petroleum and Natural Gas
                  Rights, the Lands (or any lands with which the Lands have been
                  pooled or unitized) and the Tangibles.

         "NOTIONAL TAX RETURN" means the pro forma Tax return of the Company,
         including financial statements of the Company as at September 30, 2000,
         attached as Schedule "D" for the period from the date of the Company's
         last Tax return to the Reference Time.

         "PARTIES" means the parties to this Agreement and their respective
         successors and permitted assigns and "PARTY" means any one of them.

         "PERMITTED ENCUMBRANCES" means:

         (a)      the encumbrances identified in Schedule "A", Part I;

         (b)      easements, rights of way, servitudes or other similar rights
                  in land including, without limiting the generality of the
                  foregoing, rights of way and servitudes for railways, roads,
                  sewers, drains, gas and oil pipelines, gas and water mains,
                  electric light, power, telephone, telegraph or cable
                  television conduits, poles, wires and cables;




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                                        4



         (c)      the right reserved to or vested in any government or other
                  public authority to terminate any of the Leases or to require
                  annual or other periodic payments as a condition of the
                  continuance thereof;

         (d)      rights reserved to or vested in any municipality or
                  governmental, statutory or public authority to control or
                  regulate any of the Assets in any manner, and all applicable
                  laws, rules and orders of any governmental authority;

         (e)      the right reserved to or vested in any government or other
                  public authority to levy taxes on Petroleum Substances or the
                  income or revenue therefrom;

         (f)      governmental requirements as to production rates on the
                  operations of any property or otherwise affecting the value of
                  any property;

         (g)      undetermined or inchoate liens incurred or created as security
                  in favour of the person conducting the operation of any of the
                  Assets for the Company's proportion of the costs and expenses
                  of such operations which costs and expenses are not delinquent
                  as of the Closing Date;

         (h)      liens granted in the ordinary course of business to a public
                  utility, municipality or governmental authority in connection
                  with operations conducted with respect to the Assets;

         (i)      provisions for penalties and forfeitures under agreements as a
                  consequence of non-participation in operations;

         (j)      the reservations, limitations, provisos and conditions in any
                  original grants from the Crown of any of the Lands or
                  interests therein and statutory exceptions to title and the
                  terms and conditions of the Leases; and

         (k)      provisions in agreements and plans effecting pooling or
                  unitization.

         "PERSON" means an individual, a partnership, a corporation, a trust, an
         unincorporated organization, a union, a government or any department or
         agency thereof and the heirs, executors, administrators or other legal
         representatives of an individual.

         "PETROLEUM AND NATURAL GAS RIGHTS" means the interests of the Company
         in and to the Lands and the Leases as set forth in Schedule "A", Part
         I.

         "PETROLEUM SUBSTANCES" means petroleum, natural gas, related
         hydrocarbons and any other substances, whether liquid, solid or
         gaseous, produced in association with such petroleum, natural gas or
         related hydrocarbons, insofar as rights to the same are granted by way
         of the Leases.

         "PLACE OF CLOSING" means the offices of Borden Ladner Gervais LLP,
         Calgary, Alberta or such other place as may be agreed upon in writing
         by the Vendor and the Purchaser.




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                                       5

         "PRIME RATE" means the annual prime lending rate used from time to time
         by Alberta Treasury Branches, Main Branch, Calgary, Alberta, for loans
         made in Canada in Dollars to the bank's preferred commercial borrowers.

         "PROPRIETARY TECHNICAL INFORMATION" means all surveyors' ground
         elevation records (whether vertical or horizontal), shot point maps,
         drillers' logs, shooters' records, observer reports and seismograph
         records, seismograph magnetic tapes, stacked and migrated tapes,
         monitor records, field records or tapes, record sections and processed
         seismic sections obtained in or resulting from any seismograph survey
         conducted on or near the Lands, and geological or geophysical studies
         and further appraisals or interpretations of same conducted on or near
         the Lands and owned by the Vendor or to which the Vendor is entitled
         and, without limitation, such Proprietary Technical Information
         includes any and all copies of such items whether in hard, digital,
         magnetic, electronic or any other form.

         "PURCHASE PRICE" has the meaning ascribed thereto in Section 2.2(c).

         "REFERENCE TIME" means 12:01 a.m. (Mountain Time) at Calgary, Alberta,
         on October 1, 2000.

         "SECURITY INTEREST" means any mortgage, charge, pledge, lien, hypothec,
         encumbrance, conditional sale, assignment by way of or in effect as
         security, or security interest whatsoever.

         "SHAREHOLDER DEBT" means any indebtedness, liability or obligation owed
         by the Company to the Vendor or any Person affiliated with or related
         to the Vendor.

         "SHARES" means all of the issued and outstanding shares of the Company
         on the Closing Date and includes any instruments or rights capable of
         being converted into, exchanged, for or exercised for previously
         unissued shares of any class of the Company or giving the holder the
         right on the occurrence of any event or events, including on the
         payment of money, whether or not such event or events have occurred, to
         require delivery of previously unissued shares of any class to be
         issued by the Company, and includes options, warrants, conversion or
         exchange privileges and similar rights.

         "TANGIBLES" means the interests of the Company in and to the
         Facilities, and all other tangible depreciable property and assets
         situate in, on or about the Lands or lands pooled or unitized
         therewith, including the Wells, used in connection therewith or with
         production, gathering, processing, transmission, measurement or
         treatment operations relating to the Petroleum and Natural Gas Rights.

         "TAX" or "TAXES" means all income, capital, gross receipts, sales, use,
         franchise, profits, property, customs duties, withholding, goods and
         services, or other taxes, fees, assessments or charges of' any kind
         whatsoever (including Alberta Energy Utility Board taxes and levies),
         together with any interest and any penalties, additions to tax or
         additional amounts imposed by any taxing authority.


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                                       6

         "WELLS" means all of the wells that are located on the Lands whether
         producing, suspended, previously abandoned or used as water source,
         injection, observation or disposal wells.

         "WORKING CAPITAL" means the aggregate of the Company's current assets
         less the aggregate of the Company's current liabilities as at the
         Reference Time as shown in the financial statements attached to the
         Notional Tax Return, all of which shall be determined in accordance
         with GAAP, subject to adjustment on the basis provided for in Schedule
         "B".

1.2      SCHEDULES

         The following are the Schedules annexed hereto and incorporated by
         reference and deemed to be a part hereof:

         Schedule "A"          -    Part I Lands and Leases; Part II
                                    Facilities; Part III Wells

         Schedule "B"          -    Working Capital Adjustments;

         Schedule "C"          -    Financial Statements;

         Schedule "D"          -    Notional Tax Return

         All Schedules hereto are by this reference incorporated into and are
         part of this Agreement as fully as though contained in the body of this
         Agreement; provided that wherever any provision of any Schedule to this
         Agreement conflicts with any provision in the body of this Agreement,
         the provisions of the body of this Agreement shall prevail. References
         herein to a "Schedule" shall mean a reference to a Schedule to this
         Agreement. References in any Schedule to "the Agreement" or "this
         Agreement" shall mean a reference to this Agreement. References in any
         Schedule to another Schedule shall mean a reference to a Schedule to
         this Agreement.

1.3      VENDOR KNOWLEDGE

         Where in this Agreement, or in any certificate or document delivered in
         connection herewith or to effect any of the transactions contemplated
         hereby, any statement, representation or warranty is made as to, or as
         being based on, the knowledge, information or belief of the Vendor,
         such knowledge, information or belief consists only of the actual
         knowledge, information or belief of the Vendor as the case may be.

1.4      CURRENCY

         References in this Agreement to "dollars" or "$" are to dollars of the
         lawful money of Canada for the payment of public and private debts.

1.5      ACCOUNTING TERMS

         All accounting terms not otherwise defined in this Agreement have the
         meanings assigned to them in accordance with GAAP, and except as
         otherwise expressly provided herein, all accounting or financial
         calculations required or permitted under this Agreement shall be made
         on the basis of GAAP applied on a consistent basis.



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1.6      MEANING NOT AFFECTED BY DIVISION, HEADINGS OR TABLE OF CONTENTS

         The division of this Agreement and the provision of headings or a table
         of contents for all or any thereof are for convenience of reference
         only and shall not affect the meaning of this Agreement.

1.7      INVALIDITY OF PROVISIONS

         If any of the provisions of this Agreement should be invalid, illegal
         or unenforceable in any respect, the validity, legality or
         enforceability of the remaining provisions contained herein shall not
         in any way be affected or impaired thereby.

2.       PURCHASE AND SALE; CLOSING

2.1      SALE OF SHARES

         Upon the terms and subject to the conditions of this Agreement, the
         Purchaser will purchase the Shares from the Vendor and make payment
         therefor to the Vendor and the Vendor will sell, assign and deliver the
         Shares to the Purchaser upon receipt of payment therefor.

2.2      PURCHASE PRICE

         In consideration of the sale, assignment and delivery by the Vendor of
         the Shares the Purchaser shall pay to the Vendor the Purchase Price,
         determined pursuant to this Section 2.2, such amount, subject to
         subsequent adjustments herein provided for, to be paid on the Closing
         Date in the manner provided for in Section 2.5.

         (a)      The Purchaser will pay or cause to be paid to the Vendor in
                  the aggregate $260,500 (the "BASIC PURCHASE PRICE"), subject
                  to adjustment and to the further payments as provided for in
                  this Section 2.2;

         (b)      The Basic Purchase Price shall be adjusted by an increase or
                  decrease as the case may be for the amount of Working Capital
                  as finally determined in accordance with Schedule "B"; and

         (c)      The Basic Purchase Price as adjusted pursuant to Section
                  2.2(b), is herein called the "PURCHASE PRICE".

2.3      TIME AND PLACE OF CLOSING

         Upon the terms and conditions of this Agreement, the completion of the
         transfer of the Shares by the Vendor to the Purchaser and the payment
         by the Purchaser to the Vendor of the Purchase Price will take place at
         the Place of Closing at 10:00 a.m. (Calgary time) on the Closing Date.
         All adjustments contemplated by this Agreement shall be effective as of
         the Reference Time.



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                                       8

2.4      DELIVERIES BY THE VENDOR

         On the Closing Date the Vendor will deliver or cause to be delivered to
         the Purchaser, in form and content satisfactory to the Purchaser, the
         following:

         (a)      certificates representing the Shares, accompanied by stock
                  transfer powers of attorney duly executed in blank or duly
                  executed instruments of transfer, and any other documents
                  necessary to transfer to the Purchaser good title to the
                  Shares;

         (b)      the resignations of all members of the board of directors of
                  the Company, and the resignations of all officers of the
                  Company together with general releases of the Company by each
                  of its directors and officers;

         (c)      original share books, share ledgers and minute books and
                  corporate seals of the Company as well as all tax records
                  (including tax returns, notices of assessment, reassessments
                  and tax correspondence), environmental, health and safety
                  files, Worker's Compensation files and other books and records
                  belonging to and relating to the business and operations of
                  the Company;

         (d)      the certificates referred to in Sections 2.6(a), (b) and (d)
                  dated the Closing Date duly signed on its behalf;

         (e)      a certified copy of a resolution of the Board of Directors of
                  the Company approving the transfer of the Shares by the Vendor
                  to the Purchaser;

         (f)      all other documents, instruments and writings reasonably
                  required to be delivered by the Vendor at the Closing Date
                  pursuant to this Agreement or otherwise required in connection
                  herewith;

         (g)      substantially all books, records, files (including lease,
                  contract, well and unit files), reports, studies, maps,
                  drawings, logs and other documentary materials of any nature
                  whatsoever pertaining to the Assets, including, without
                  limitation, all geological and engineering reports, records,
                  maps, drawings, logs and other data relating to the Lands; and

         (h)      a Certificate of Status for the Company issued under the laws
                  of the Province of Alberta.

2.5      DELIVERIES BY THE PURCHASER

         On the Closing Date the Purchaser will deliver the following to the
Vendor:

         (a)      the cash portion of the Purchase Price in the amount of
                  $188,000 (subject to adjustment as contemplated in Section
                  2.2(b)) by a certified cheque, bank draft or such other means
                  as are agreed upon by the Vendor and the Purchaser to the
                  Vendor;

         (b)      the share portion of the Purchase Price by the issuance of the
                  GEOCAN Shares at an assigned value of $0.50 per share to the
                  Vendor;


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                                       9

         (c)      the certificates referred to in Sections 2.7(a) and (b) dated
                  the Closing Date duly signed on its behalf; and

         (d)      all other documents, instruments and writings reasonably
                  required to be delivered by the Purchaser at the Closing Date
                  pursuant to this Agreement or otherwise required in connection
                  herewith.

2.6      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER TO CLOSE

         The obligation of the Purchaser to complete the transactions
         contemplated hereby is subject to the fulfilment, on or prior to the
         Closing Date, of the following conditions precedent, each of which is
         for the exclusive benefit of the Purchaser and any one or more of which
         may be expressly waived, in whole or in part, by the Purchaser:

         (a)      the representations and warranties of the Vendor contained in
                  Article 3 shall have been true on and as of the date made and
                  on and as of the Closing Date as if made then and a
                  certificate to that effect from the Vendor shall have been
                  delivered to the Purchaser;

         (b)      the Vendor shall have complied with or performed, in all
                  respects material to the Purchaser, all of its agreements and
                  covenants in this Agreement to be complied with or performed
                  by it at or prior to the Closing Date and a certificate to
                  that effect from the Vendor, with respect to itself and its
                  compliance and performance shall have been delivered to the
                  Purchaser;

         (c)      there shall be no rights of first refusal or other
                  restrictions on the transfer, sale or assignment of the Shares
                  or relating to change in control of the Company which have not
                  been complied with or waived prior to the Closing Date;

         (d)      there shall have been no material adverse change in the Assets
                  or the interests of the Company therein or the financial
                  condition of the Company between the Reference Time and the
                  Closing Date and a certificate from the Vendor to the effect
                  that the Vendor has no knowledge of any such material adverse
                  change shall have been delivered to the Purchaser;

         (e)      delivery of all documents by the Vendor as set forth in
                  Section 2.4;

         (f)      completion of the transactions contemplated herein shall not
                  violate any order or decree of any court or governmental body
                  of competent jurisdiction;

         (g)      all necessary steps and proceedings shall have been taken to
                  permit the Shares to be duly and regularly transferred to and
                  registered in the name of the Purchaser; and

         (h)      the Parties shall have obtained all necessary governmental and
                  regulatory approvals required to permit the transactions
                  herein to be completed.




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2.7      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR TO CLOSE

         The obligation of the Vendor to complete the transactions contemplated
         hereby is subject to the fulfilment, on or prior to the Closing Date,
         of the following conditions precedent, each of which is for the
         exclusive benefit of the Vendor and any one or more of which may be
         waived, in whole or in part, by the Vendor:

         (a)      the representations and warranties of the Purchaser contained
                  in Article 4 shall have been true on and as of the date made
                  and, on and as of the Closing Date as if made then and a
                  certificate to that effect from a senior officer of the
                  Purchaser shall have been delivered to the Vendor;

         (b)      the Purchaser shall have complied with or performed, in all
                  respects material to the Vendor, all of its agreements and
                  covenants in this Agreement to be complied with or performed
                  by it at or prior to the Closing Date and a certificate to
                  that effect from a senior officer of the Purchaser shall have
                  been delivered to the Vendor; and

         (c)      payment or delivery, as applicable, by the Purchaser of the
                  Purchase Price payable pursuant to Sections 2.5(a) and (b) and
                  delivery of all documents by the Purchaser as set forth in
                  Section 2.5.

3.       REPRESENTATIONS AND WARRANTIES OF THE VENDOR

         The Vendor with respect to itself and the Shares or with respect to the
         Company, as the context indicates, represents and warrants to the
         Purchaser, as of the date hereof and as of the Closing Date:

3.1      ORGANIZATION

         (a)      Standing of the Company: The Company is and at the Closing
                  Date shall continue to be a corporation duly organized and
                  validly subsisting under the laws of its jurisdiction of
                  incorporation as a private company and has all requisite
                  corporate power and authority to own, lease and operate its
                  properties and the Assets and to carry on its business.

         (b)      No Subsidiaries: The Company does not have an interest (either
                  directly or indirectly) in any other Person, nor is the
                  Company a party to or bound by any agreement to acquire such
                  an interest.

         (c)      Constating Documents: The Purchaser has been provided true,
                  correct and complete copies of the constating documents and
                  by-laws, together with all amendments thereto, with respect to
                  or affecting the Company. No resolutions have been proposed or
                  passed to further amend the foregoing.

         (d)      Not a Public Company: The Company is not a "reporting issuer"
                  or otherwise subject to filing and reporting requirements
                  applicable to public companies under relevant securities
                  legislation.


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                                       11


         (e)      Officers and Directors: Brian Robak is the President,
                  Secretary-Treasurer and the sole director of the Company. As
                  of the Closing Date the Company will have no employees and
                  will not have any employment, management or field operating
                  contracts that relate to the Assets for which the Company will
                  be responsible after the Closing Date.

3.2      CAPITALIZATION OF THE COMPANY; THE SHARES.

         (a)      Issued and Outstanding Shares: The authorized and presently
                  issued and outstanding share capital of the Company as at the
                  date hereof is as follows:


<TABLE>
<CAPTION>
        AUTHORIZED                                  ISSUED AND OUTSTANDING
<S>                                           <C>
an unlimited number of Class "A"              Brian Robak - 100 Class "A" Common
Common shares                                 shares

an unlimited number of Class "B"              Nil
Common shares

an unlimited number of Class "C"              Nil
Common shares
</TABLE>

         (b)      No Treasury Shares: No issued and outstanding Shares of the
                  Company are held in the Company's treasury.

         (c)      No Options: There are no outstanding options, calls or rights
                  of any kind relating to or providing for the purchase,
                  delivery or transfer of any presently issued and outstanding
                  Shares or other securities of the Company.

         (d)      No Additional Shares: There are no outstanding rights with
                  respect to the capital of the Company that would require the
                  Company to allot or issue any of the unissued Shares of the
                  Company or to create any additional class of Shares.

         (e)      No Shareholder Debt: There is no Shareholder Debt.

         (f)      No Shares in Other Companies: The Company does not and on the
                  Closing Date will not own, directly or indirectly, any shares
                  or securities convertible into shares of any other
                  corporation.

         (g)      Title to Shares: It is the beneficial owner of its Shares and
                  has good title to the same, free and clear of all Security
                  Interests, equities, claims, options or other encumbrances or
                  voting trusts, proxies or other interests of any nature
                  whatsoever except those in favour of the Purchaser.




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                                       12

3.3      AUTHORITY; BINDING EFFECT

         (a)      Authority of the Vendor: It has all requisite power and
                  authority to execute and deliver this Agreement and to
                  consummate the transactions contemplated hereby.

         (b)      Binding Agreement: This Agreement constitutes or will
                  constitute at the time of execution and delivery a legal,
                  valid and binding obligation, enforceable against it in
                  accordance with its terms, subject to (i) the qualification
                  that such enforcement may be subject to bankruptcy,
                  insolvency, fraudulent preference, reorganization or other
                  laws affecting creditors' rights generally, and (ii) general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at equity or
                  law).

3.4      NO CONFLICT

         The execution, delivery and performance of this Agreement does not, and
         the fulfilment and compliance with the terms and conditions and the
         consummation of the transactions contemplated hereby, will not:

         (a)      conflict with any of, or require the consent or waiver of
                  rights of any Person under, the terms, conditions or
                  provisions of the respective constating documents of the
                  Company;

         (b)      violate any provision of, or require any consent,
                  authorization or approval under, any law or regulation or any
                  judicial, administrative or arbitration order, award,
                  judgment, writ, injunction or decree applicable to the Vendor
                  or the Company;

         (c)      conflict with, result in a breach of, constitute a default
                  under (whether with notice or the lapse of time or both), or
                  accelerate or permit the acceleration of the performance
                  required by, or require any consent, authorization or approval
                  under, any indenture, mortgage, lien, lease, agreement or
                  instrument to which the Vendor or the Company is a party or by
                  which any of them is bound or to which any of their respective
                  property is subject; or

         (d)      result in the creation of any Security Interest upon the
                  Shares or the Assets.

3.5      FINANCIAL STATEMENTS

         The Financial Statements have been prepared, to the knowledge of the
         Vendor, in accordance with GAAP applied on a consistent basis with
         prior years and to the knowledge of the Vendor fairly represent the
         assets, liabilities and financial position of the Company as at the
         dates thereof. The Financial Statements contain or reflect all
         adjustments and disclosures necessary in order to make such documents
         not misleading.



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                                       13

3.6      LITIGATION

         To the knowledge of the Vendor, there are no actions, suits or
         proceedings pending or threatened against the Company, the Assets, the
         Shares or the interest of the Vendor in the Shares and the Company is
         not charged or threatened with a violation of any provision of any
         federal, provincial or local law or regulation relating to any aspect
         of its business.

3.7      ENVIRONMENTAL MATTERS

         To the knowledge of the Vendor, the Company, the Assets and the use,
         maintenance and operation of the Assets has been and is in material
         compliance with all applicable statutes, regulations, bylaws, codes
         (whether federal, provincial or municipal) including those relating to
         Workmen's Compensation, product safety and product liability.

3.8      NO CONTRACTUAL DEFAULT

         The Vendor is not aware of any material default by any party under any
         material contract involving the Company, nor is the Vendor aware of any
         facts or circumstances which would, with the giving of notice or the
         lapse of time, give rise to a default by the Company under a material
         contract.

3.9      NO BREACH OF ORDER

         The Vendor is not aware of any material default by the Company under
         any order, writ, injunction or decree of any court or governmental
         authority having jurisdiction over the Company and which materially
         adversely affects or relates to the Company.

3.10     TAXES

         (a)      Year End: The fiscal year end of the Company for income tax
                  purposes is April 30.

         (b)      Returns and Elections to be Filed: The Company has filed in a
                  timely manner or, on or prior to the Closing Date, will file
                  in a timely manner all returns (including the income tax
                  return for the last taxation year of the Company ending April
                  30), elections, declarations and reports and information
                  returns and statements required or advisable to be filed on or
                  prior to the Closing Date and such filings, in the reasonable
                  opinion of the Vendor, have not been materially inaccurate or
                  misleading.

         (c)      No Tax Waivers: The Company has not provided any waivers to
                  Canada Customs and Revenue Agency or any other taxing
                  authority for any reason.

         (d)      Tax Audits: There are no matters which are the subject of any
                  current discussions with or any agreement with the Canada
                  Customs and Revenue Agency relating to claims for additional
                  Taxes.

         (e)      Taxes Paid: The Company has paid all Taxes payable and has not
                  requested any extension of time within which to file or send
                  any return.


<PAGE>   14


                                       14

         (f)      Tax Disputes: No deficiency for any Tax has been proposed,
                  asserted or assessed against the Company and there are no
                  outstanding Tax disputes, audits, proposed adjustments,
                  notices of objection or other appeals.

         (g)      Private Company: The Company is a "private corporation" and
                  the Vendor is a resident of Canada for the purposes of the
                  Income Tax Act (Canada).

         (h)      Tax Withholding: All Taxes and other assessments and levies
                  which the Company is required to withhold or collect have been
                  (and will be up to the Closing Date) duly withheld and
                  collected and paid over to the proper government authorities.

         (i)      Notional Tax Return: To the knowledge of the Vendor, the
                  Notional Tax Return has been properly prepared and sets forth
                  the Tax position of the Company as of the Reference Time.

3.11     ABSENCE OF CERTAIN CHANGES

         (a)      There has not been any material adverse change in the business
                  or financial condition of the Company since the date of the
                  most recently dated Financial Statements;

         (b)      There has not been any material damage, destruction or loss,
                  whether covered by insurance or not, which has had, or would
                  reasonably be expected to have, a material adverse effect on
                  the business or financial condition of the Company.

3.12     BOOKS AND RECORDS

         The books and records of the Company have been maintained in accordance
         with prudent business practice and the minute books of the Company
         contain a complete and accurate record of all resolutions and other
         corporate actions in lieu of resolutions of its shareholders, board of
         directors and committees, all of which resolutions or actions have been
         duly and regularly, passed or adopted.

3.13     PRODUCTION ASSETS, OPERATIONS AND LIABILITIES

         (a)      Title to Assets: The Vendor does not warrant the Company's
                  title to the Assets, but the Vendor does represent and warrant
                  that neither the Vendor nor the Company have done anything
                  whereby any of the Company's interest in and to the Assets may
                  be cancelled or determined, nor have they encumbered or
                  alienated the same, and the Assets shall be, at the Closing
                  Date, free and clear of all liens, encumbrances, adverse
                  claims, demands and royalties created by, through or under the
                  Company except for the Permitted Encumbrances. Except as
                  otherwise provided herein, the Vendor represents and warrants
                  that neither the Vendor nor the Company have received notice
                  of any material defect in the Company's title to the Assets
                  and, for the period of time that the Company has owned the
                  Assets, to the knowledge of the Vendor all relevant deposits,
                  rentals and royalties (including delay rentals and shut-in
                  royalties) have been paid within the applicable time limits
                  and all obligations and covenants required to keep the Leases
                  in full force and effect have been performed and observed.



<PAGE>   15

                                       15

         (b)      No Orders: There are no outstanding material orders, notices
                  or similar requirements relating to the Company or the Assets
                  issued by any federal, provincial or municipal authority
                  including, without limitation, occupational health and safety
                  authorities and to the knowledge of the Vendor there are no
                  matters under discussion with any such authorities relating to
                  orders, notices or similar requirements.

         (c)      Production Penalties: To the knowledge of the Vendor, no Wells
                  are subject to a production penalty of any kind, there are no
                  facts or circumstances which materially adversely affect the
                  production of Petroleum Substances in respect of the Petroleum
                  and Natural Gas Rights or the receipt, or entitlement, of the
                  Company to revenue attributable to the production thereof.

         (d)      Licences and Permits: The Company or its agent possesses valid
                  Well, pipeline and other permits, licences and authorizations
                  required to allow it to carry on its business.

         (e)      AFE's: There are no outstanding authorizations for expenditure
                  (AFE) or cash calls with respect to the Lands, including the
                  unexpended portion thereof and there are no outstanding
                  commitments by the Company to expend funds for its own account
                  where the Company's interest under the authorization for
                  expenditure or outstanding commitment would exceed $25,000.

         (f)      Severance Taxes: All ad valorem, property, production,
                  severance and similar taxes and assessments based on or
                  measured by the ownership by the Company of its Petroleum and
                  Natural Gas Rights or the production of Petroleum Substances
                  in respect of such Petroleum and Natural Gas Rights or the
                  receipt by, or the entitlement of, the Company of or to
                  revenue attributable to the production thereof at any time
                  prior to the Closing Date have or will have been properly paid
                  and discharged.

         (g)      Gas Balancing: The Company is not a party to or bound by any
                  gas balancing or similar agreements relating to its Assets and
                  there are no take or pay obligations where the Company would
                  be obligated to deliver gas without being paid therefor.

         (h)      Production Sales Agreements: The Company is not a party to any
                  production sales contracts having a term greater than one year
                  that is not cancellable by the Company on notice of 30 days or
                  less. The Company is not in default of any obligation under
                  any such contract.

         (i)      Transportation and Processing Agreements: There are no
                  transportation or processing agreements or arrangements under
                  which the Company or any party acting on its behalf is
                  obligated to transport or process Petroleum Substances
                  allocable to the Petroleum and Natural Gas Rights, except for
                  agreements terminable by the Company without penalty on notice
                  of 30 days or less.


<PAGE>   16

                                       16

         (j)      Offset Obligations: None of the Lands have been or are now
                  subject to any offset obligation (including obligations to
                  drill wells, surrender rights, or pay compensatory royalty)
                  which has not been satisfied.

         (k)      No Guarantees: The Company is not a party to or bound by any
                  agreement of guarantee, indemnification, assumption or
                  endorsement or any other like commitment of the obligations,
                  liabilities (contingent or otherwise) or indebtedness of any
                  Person.

         (l)      Reduction of Interest: Except as set out in Schedule "A", the
                  Assets are not subject to reduction by virtue of the
                  conversion or other alteration of the interest of any third
                  party under existing agreements created by, through or under
                  the Company.

         (m)      Revenue: The Company has not assigned or otherwise encumbered
                  the revenue from the production of Petroleum Substances from
                  the Assets.

         (n)      Compliance with Laws: To the Vendor's knowledge, all laws,
                  regulations and orders and all federal, provincial, municipal
                  or other government departments, commissions, or other
                  instrumentalities thereof having jurisdiction over and
                  material effect upon the Assets have been complied with in all
                  material respects.

         (o)      Environmental Information: To the Vendor's knowledge, the
                  Company has made available to the Purchaser all material
                  information within the Company's possession relevant to
                  Environmental Deficiencies pertaining to the Assets and has
                  not knowingly withheld any such information from the
                  Purchaser.

         (p)      Audits: To the Vendor's knowledge, no co-owner has given
                  written notice to the Company (or to any party holding legal
                  title to the Facilities on behalf of the Company), in
                  accordance with the agreements affected, that such co-owner
                  intends to audit the books, accounts and records of an
                  operator relating to the Facilities.

         (q)      Contributions: To the Vendor's knowledge, the Company has not
                  been given written notice by an operator of the Facilities, in
                  accordance with the agreements so affected, that it will be
                  required to make any contribution under an agreement affecting
                  any of the Facilities by reason of the failure of another
                  co-owner to pay its share of costs and expenses associated
                  with such Facility.

         (r)      Quiet Enjoyment: Subject to the Permitted Encumbrances, those
                  Title Deficiencies waived or deemed to be waived by the
                  Purchaser, and to the rents, covenants, conditions and
                  stipulations in the Leases and any agreements pertaining to
                  the Lands and on the lessee's or holder's part thereunder to
                  be paid, performed and observed, the Company may enter into
                  and upon, hold and enjoy the Leases for the residue of their
                  respective terms and all renewals or extensions thereof for
                  the Company's own use and benefit without any interruption of
                  or by the Vendor or any other Person whomsoever claiming or to
                  claim by, through or under the Vendor.


<PAGE>   17


                                       17

3.14     LOANS TO EMPLOYEES, ETC.

         The Company does not now have and will at the Closing Date not have any
         indebtedness outstanding which is owed to or by present or former
         directors, officers, shareholders (including the Vendor or any Persons
         affiliated with or related to the Vendor) or employees or former
         employees of the Company.

3.15     INDEBTEDNESS BY VENDOR

         There was not at the Reference Time and there will not be prior to the
         Closing Date any indebtedness, liability or obligation owed to the
         Company to the Vendor or any Person affiliated with or related to the
         Vendor.

3.16     SECURITY INTERESTS

         Except for Permitted Encumbrances, none of the Assets is subject to any
         Security Interest created by, through or under the Company or any of
         its predecessor entities or the Vendor.

3.17     MATERIAL CONTRACTS

         The Company is not a party to any material contract other than
         contracts entered into in the ordinary course of business.

3.18     FINDERS FEES

         Neither the Vendor nor the Company has incurred any liability,
         contingent or otherwise, for brokers' or finders' fees in respect to
         this transaction for which the Purchaser shall have any obligation or
         liability.

3.19     LIMITATIONS

         The Vendor makes no representation or warranty whatsoever except as and
         to the extent expressly set forth in this Article 3. The Vendor
         disclaims any liability and responsibility for any representation or
         warranty which may have been made or alleged to have been made and
         which is contained in any instrument or document relative hereto or to
         the transactions herein provided for, or contained in any statement or
         information made or communicated (orally or in writing) to Purchaser
         including, without limitation of the generality of the foregoing, any
         opinion, information or advice which may have been provided to
         Purchaser by an officer, director, employee, agent, consultant or
         representative of the Vendor or the Company. Without limiting the
         generality of the foregoing, the Vendor makes no representations or
         warranties or covenants as to:

         (a)      the Company's title in or to the Assets except as, and only to
                  the extent, set forth in Article 3;

         (b)      the amounts, quality, recoverability or deliverability of
                  reserves of Petroleum Substances attributable to the Lands;


<PAGE>   18

                                       18



         (c)      the quality, fitness, condition or merchantability of all or
                  any of the Tangibles;

         (d)      any geological or other interpretations or economic
                  evaluations of the Assets;

         (e)      estimates of prices or future cash flows arising from the sale
                  of Petroleum Substances attributable to the Lands or estimates
                  of other revenues attributable to the Company or the Assets.

         The Purchaser acknowledges that it has made its own independent
         investigation, analysis, evaluation and verification of the Company and
         its interests in the Assets, including the Purchaser's own estimate and
         appraisal of the extent, value of the reserves of Petroleum Substances
         attributable to the Lands and of the condition and capacity of the
         Tangibles.

4.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1      The Purchaser represents and warrants to the Vendor as set forth below:

         (a)      Standing of the Purchaser: The Purchaser is and at the Closing
                  Date shall continue to be a corporation duly organized and
                  validly subsisting under the laws of its jurisdiction of
                  incorporation and has all requisite corporate power and
                  authority to own, lease and operate its properties and assets
                  and to carry on its business.

         (b)      Authority of the Purchaser: The Purchaser has all requisite
                  corporate power and authority to acquire the Shares and to
                  execute and deliver this Agreement and to consummate the
                  transactions contemplated hereby.

         (c)      Binding Agreement: This Agreement constitutes or will
                  constitute at the time of execution and delivery a legal,
                  valid and binding obligation of the Purchaser enforceable
                  against the Purchaser in accordance with its respective terms,
                  subject to (i) the qualification that such enforcement may be
                  subject to bankruptcy, insolvency, fraudulent preference,
                  reorganization or other laws affecting creditors' rights
                  generally, and (ii) general principles of equity (regardless
                  of whether such enforceability is considered in a proceeding
                  at equity or law).

         (d)      Not a Non-Canadian: The Purchaser is not a "non-Canadian
                  person" within the meaning, and or the purposes of the
                  Investment Canada Act.

         (e)      Finders Fees: The Purchaser has not incurred any liability,
                  contingent or otherwise, for brokers' or finders' fees in
                  respect to this transaction for which the Vendor shall have
                  any obligation or liability.

         (f)      Listing: The GEOCAN Shares shall be issued pursuant to an
                  exemption from the prospectus requirements of the Securities
                  Act (Alberta) and upon issuance shall be duly listed for
                  trading on the Canadian Venture Exchange.

         (g)      No Encumbrances: The GEOCAN Shares when issued shall be fully
                  paid and clear of any liens, encumbrances or claims of any
                  kind, subject to the Articles and bylaws of the Purchaser.



<PAGE>   19


                                       19


5.       ADDITIONAL AGREEMENTS AND COVENANTS - VENDOR

         The Vendor covenants and agrees with the Purchaser as follows:

5.1      CERTAIN CHANGES

         Subject to Section 5.3, without first obtaining the written consent of
         the Purchaser (which consent may not be unreasonably withheld), from
         the Reference Time until the Closing Date, the Vendor will ensure that
         the Company will not:

         (a)      make any material adverse change in the conduct of its
                  business and operations;

         (b)      amend, in any respect material to the Company, any contract or
                  agreement other than in the ordinary course of business;

         (c)      declare, set aside or pay any dividends, or make any
                  distributions in respect of its Shares or repurchase, redeem
                  or otherwise acquire any Shares, (ii) make any payments, by
                  way of bonuses, management fees, wages, salaries or otherwise
                  to the Vendor or any other Person, or (iii) incur, assume, pay
                  or otherwise become liable for any debts or charges to or for
                  the benefit of any Vendor or any Person affiliated with or
                  related to a Vendor;

         (d)      merge into or with or consolidate with any other corporation
                  or acquire all or substantially all of the business or assets
                  of any Person;

         (e)      make any changes to its constating documents or bylaws;

         (f)      purchase any securities of any Person;

         (g)      sell, lease or otherwise dispose of any of the Assets (the
                  extraction and sale of Petroleum Substances and the
                  consumption or other disposition of its assets and properties
                  in the ordinary course of business being excepted and
                  permitted) other than in the ordinary course of business;

         (h)      purchase, lease or otherwise acquire any Petroleum and Natural
                  Gas Rights or any interest in Petroleum Substances or real
                  property other than in the ordinary course of business;

         (i)      make any capital expenditures other than in the ordinary
                  course of business;

         (j)      amend, enter into or terminate any contracts material to the
                  Company other than in the ordinary course of business;

         (k)      initiate new operations, commit to drill any Well for its own
                  account, surrender Petroleum and Natural Gas Rights or abandon
                  any Wells other than in the ordinary course of business;

         (l)      make any offer of employment to any Person; terminate, except
                  for cause, the employment of any Person; or increase the
                  salary or benefits payable to any Person.


<PAGE>   20


                                       20

5.2      ACCESS

         The Vendor will cause the Company to afford to the Purchaser and its
         authorized representatives reasonable access from the date hereof until
         the Closing Date, to the Company's properties, books and records and
         will cause the Company to furnish to the Purchaser such additional
         financial and operating data and other information as it may reasonably
         request. The Vendor shall further cause the Company to co-operate with
         the Purchaser in arranging any such meetings as the Purchaser may
         reasonably request with shippers, suppliers or others who have or have
         had a business relationship with the Company and auditors or any other
         Persons engaged or previously engaged to provide services with respect
         to the Company's affairs.

5.3      CONDUCT OF BUSINESS; BUSINESS ORGANIZATION

         In the period from the date hereof until the Closing Date, the Vendor
         shall cause the Company to conduct, in accordance with generally
         accepted industry practices, such activities relative to the business
         of the Company as can reasonably be regarded as being in the ordinary
         course of business for the Company. The Company shall not conduct any
         activities with respect to the Assets which cannot reasonably be
         regarded as being in the ordinary course of business of the Company
         without the prior written consent of the Purchaser (which consent may
         not be unreasonably withheld), except as may be reasonably necessary to
         protect, ensure life and safety or to preserve the Assets or title to
         the Assets. If the Company desires to approve an A.F.E. as submitted by
         an operator where the Company's share of the costs thereunder is
         expected to exceed Twenty-five Thousand Dollars ($25,000.00), or
         renegotiate, amend, vary or alter any material contract for the sale or
         disposition of Petroleum Substances, the Vendor shall have the Company:

         (a)      notify the Purchaser of any such A.F.E. or any material
                  changes to any such contract or arrangement for the sale or
                  disposition of Petroleum Substances;

         (b)      permit the Purchaser to consult with the Company in respect of
                  such A.F.E. or change; and

         (c)      the Company shall be entitled to approve such A.F.E. or make
                  such change, notwithstanding the Purchaser's disagreement (if
                  any), if the Company is dealing at arm's length with the
                  remaining parties to the contract and, acting in good faith,
                  believes such approval or change is reasonable.

5.4      INSURANCE

         The Vendor will or will cause the Company to maintain existing policies
         of insurance and surety bonds in respect of the Assets of the Company.



<PAGE>   21

                                       21

6.       ADDITIONAL COVENANTS AND ACKNOWLEDGMENTS OF THE PARTIES

6.1      TAX MATTERS - POST CLOSING

         The Parties acknowledge that the Purchaser will be responsible for all
         of the Company's Taxes from and including the Reference Time forward
         and the Vendor will be responsible for all of the Company's Taxes up to
         the Reference Time. The Parties specifically agree in regard to Tax
         matters that:

         (a)      The Purchaser shall cause to be prepared and filed on a timely
                  basis, all Tax returns for the Company for any period which
                  ends on or before the Closing Date and for which Tax returns
                  have not been filed as of such date.

         (b)      The Tax returns to be filed after the Closing Date for the
                  period ending on or before the Closing Date shall be prepared
                  in a manner consistent with the Notional Tax Return.

         (c)      The Vendor and the Purchaser shall co-operate fully with each
                  other and make available to each other in a timely fashion
                  such data and other information as may reasonably be required,
                  including providing access to employees and to financial and
                  other records of the Company for the preparation of any Tax
                  return of the Company for a taxation year ending on or before
                  the Closing Date, and the conduct of any disputes relating
                  thereto, and shall preserve such data and other information
                  until the expiration of any applicable limitation period under
                  any applicable law with respect to Taxes.

         (d)      If the Company receives any assessment, reassessment, notice
                  of proposed reassessment, notice of audit or any other Tax
                  notice regarding the period prior to the Closing Date, the
                  Purchaser shall cause the Company to notify the Vendor,
                  co-operate with them in responding to such notices and to take
                  such steps as the Vendor may reasonably request so as to avoid
                  any further or incremental Tax obligation on the part of the
                  Vendor.

6.2      PUBLIC ANNOUNCEMENTS

         The Vendor and the Purchaser will consult with each other before they
         issue any press releases or otherwise make any public statements with
         respect to this Agreement or the transactions contemplated hereby and
         not, except to the extent required by law or by obligations pursuant to
         any listing agreement with any securities exchange on which any of the
         shares or other securities of the Purchaser may be listed, issue or
         make any such release or statement without the prior consent and joint
         approval of the Vendor and the Purchaser.

6.3      FURTHER ASSURANCES

         (a)      Subject to the terms and conditions of this Agreement, the
                  Vendor and the Purchaser will use all 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 under
                  applicable laws and regulations to obtain consents of all
                  Persons including all


<PAGE>   22


                                       22

                  governmental authorities necessary to the consummation of the
                  sale by or to it (as applicable) of the Shares pursuant to
                  this Agreement, or to carry out all of their respective
                  obligations under this Agreement and to consummate the
                  transactions contemplated by this Agreement.

         (b)      From time to time after the Closing Date, without further
                  consideration, each Party will, at its own expense, execute
                  and deliver such documents to any other Party as such Party
                  may reasonably request in order to consummate the transactions
                  contemplated by this Agreement.

6.4      INSURANCE

         At the Closing Date, the Purchaser will or will cause the Company to
         procure and maintain any and all policies of insurance and surety bonds
         as Purchaser or the Company, at its cost and expense, deems advisable.
         All risk of loss with respect to the Company or its properties shall
         pass to Purchaser on the Closing Date provided that after the Closing
         Date the Vendor shall administer claims under any insurance policies
         with respect to the Company or its properties, relating to or arising
         out of events occurring prior to the Closing Date which the Vendor
         agrees to assign to the Company as and if claims arise and notice
         thereof is given to the Vendor and provide reasonable co-operation to
         the Company with respect to making and prosecuting (at the Vendor's
         expense) any claims which are not assignable.

6.5      CONFIDENTIALITY

         (a)      Prior to the Closing Date, and subsequent to the Closing Date
                  if the sale contemplated herein does not close, the Purchaser
                  shall consider as confidential, shall not communicate to
                  others and shall use its best efforts to prevent those within
                  its employ or control from communicating to others, all
                  information which the Purchaser receives from the Vendor or
                  the Company pursuant to this Agreement other than information
                  which:

                  (i)      was in the possession of the Purchaser prior to its
                           receipt or acquisition hereunder;

                  (ii)     at the time of disclosure, is in the public domain;

                  (iii)    after disclosure, becomes part of the public domain
                           by publication or otherwise, through no act or
                           omission on the part of the Purchaser; or

                  (iv)     is required to be disclosed pursuant to the
                           applicable legislation, regulations or rules or by
                           the direction of any court, tribunal or
                           administrative body having jurisdiction.



<PAGE>   23


                                       23

7.       INDEMNITIES AND EXTENT AND SURVIVAL OF REPRESENTATIONS, WARRANTIES,
         COVENANTS AND AGREEMENTS

7.1      RESPONSIBILITY OF VENDOR

         Subject to Sections 7.3 and 7.4, the Vendor shall:

         (a)      be liable to the Purchaser for all losses, costs, damages
                  (excluding consequential damages) and expenses whatsoever
                  which the Purchaser may suffer, sustain, pay or incur; and

         (b)      indemnify and save the Purchaser and its directors, officers,
                  servants, agents and employees harmless from and against all
                  claims, liabilities, actions, proceedings, demands, losses,
                  costs, damages (excluding consequential damages) and expenses
                  whatsoever which may be brought against or suffered by the
                  Purchaser, its directors, officers, servants, agents or
                  employees or which they may sustain, pay or incur,

         as a direct result of any matter or thing arising out of, resulting
         from, attributable to or connected with any misrepresentation or breach
         of warranty made by the Vendor herein or in any document delivered in
         connection herewith in respect of which a written notice specifying the
         misrepresentation or breach is delivered by the Purchaser within the
         survival period in accordance with Section 7.4 or the failure of the
         Vendor to comply with, or the breach by the Vendor of, any of the
         covenants or agreements to be performed by the Vendor in this Agreement
         or in any document delivered concurrently herewith; or the obligation
         on the Company or the Purchaser to pay any additional Taxes, interest
         or penalties that may be assessed against the Company for any period of
         time up to the Reference Time; provided however, nothing in this
         Section 7.1, whether express or implied, shall be construed so as to
         cause the Vendor to indemnify the Purchaser in connection with any
         representation or warranty contained in Article 3 if and to the extent
         that the Purchaser did not rely upon such representation or warranty.

7.2      RESPONSIBILITY OF PURCHASER

         Subject to Sections 7.3 and 7.4, the Purchaser shall:

         (a)      be liable to the Vendor for all losses, costs, damages
                  (excluding consequential damages) and expenses whatsoever
                  which the Vendor may suffer, sustain, pay or incur, and

         (b)      indemnify and save the Vendor and his heirs harmless from and
                  against all claims, liabilities, actions, proceedings,
                  demands, losses, costs, damages (excluding consequential
                  damages) and expenses whatsoever which may be brought against
                  or suffered by the Vendor, or his heirs or which any of them
                  may sustain, pay or incur,

         as a direct result of any matter or thing arising out of, resulting
         from, attributable to or connected with: any misrepresentation or
         breach of warranty made by the Purchaser herein or in any document
         delivered in connection herewith in respect of which a written



<PAGE>   24

                                       24

         notice specifying the misrepresentation or breach is delivered by the
         Vendor within the survival period in accordance with Section 7.4 or the
         failure of the Purchaser to comply with, or the breach by the Purchaser
         of, any of the covenants or agreements to be performed by the Purchaser
         in this Agreement or in any document delivered concurrently herewith;
         provided however, nothing in this Section 7.2, whether express or
         implied, shall be construed so as to cause the Purchaser to indemnify
         the Vendor in connection with any representation or warranty contained
         in Article 4 if and to the extent that the Vendor did not rely upon
         such representation and warranty.

7.3      PROCEDURE - INDEMNITIES

         Any Party seeking indemnification hereunder shall give reasonably
         prompt notice thereof to the Party from whom indemnification is sought.
         The Party from whom indemnification is sought shall have the sole right
         to conduct, settle or otherwise dispose of any legal action in respect
         of which indemnification is sought in any manner it deems appropriate
         without the consent of the other Party if but only if it has agreed
         that the matters in the action are indemnified pursuant to this Article
         7.

7.4      SURVIVAL

         Notwithstanding the completion of the transaction contemplated by this
         Agreement or any investigation made by or on behalf of any party
         hereto, the representations, warranties, covenants, agreements and
         indemnities of the Vendor and the Purchaser contained in this Agreement
         and contained in any document or certificate given pursuant to this
         Agreement shall survive the closing and continue in full force and
         effect for a period of two years (and for a period of four years in
         respect of the indemnity for Taxes set out in Section 7.1). No claims
         with respect to representations, warranties, covenants, agreements and
         indemnities of the Vendor and Purchaser contained in this Agreement or
         in any document or certificate given pursuant to the provisions hereof
         shall be made by any party unless notice in writing thereof has been
         given by the party making the claim to the other party within two years
         or four years, as applicable, of the Closing Date. Notwithstanding
         anything contained in this Agreement, Purchaser shall have no remedy or
         cause of action for a breach of any representation or warranty in
         regard to any circumstance, matter or thing actually known to the
         Purchaser or any employee, agent, consultant or representative thereof,
         as at the Closing Date.

8.       MISCELLANEOUS

8.1      FURTHER ASSURANCES

         The Vendor and the Purchaser shall from time to time execute and
         deliver all such further documents and instruments and do all acts and
         things as the other Party may, either before or after the Closing Date,
         reasonably require to effectively carry out or better evidence or
         perfect the full intent and meaning of this Agreement.


<PAGE>   25

                                       25

8.2      TIME OF THE ESSENCE

         Time shall be of the essence of this Agreement.

8.3      FEES

         Each of the Parties hereto shall pay their respective legal and
         accounting costs and expenses incurred in connection with the
         preparation, execution and delivery of this Agreement and all documents
         and instruments executed pursuant hereto and any other costs and
         expenses whatsoever and howsoever incurred. Any legal, accounting and
         brokerage fees, costs and expenses incurred by the Company prior to
         Closing in connection with this transaction shall be the responsibility
         of and be paid by the Vendor.

8.4      BENEFIT OF THE AGREEMENT

         This Agreement shall enure to the benefit of and be binding to the
         respective heirs, executors, administrators, successors and permitted
         assigns of the Parties hereto.

8.5      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties
         with respect to the subject matter hereof and cancels and supersedes
         any prior understandings and agreements between the Parties hereto with
         respect thereto. There are no representations, warranties, terms,
         conditions, undertakings or collateral agreements, express, implied or
         statutory, between the Parties other than as expressly set forth in
         this Agreement.

8.6      AMENDMENTS AND WAIVER

         No modification of or amendment to this Agreement shall be valid or
         binding unless set forth in writing and duly executed by all of the
         Parties hereto and no waiver of any breach of any term or provision of
         this Agreement shall be effective or binding unless made in writing and
         signed by the party purporting to give the same and, unless otherwise
         provided, shall be limited to the specific breach waived.

8.7      ASSIGNMENT

         This Agreement may not be assigned by any of the Parties hereto without
         the written consent of all other Parties.

8.8      NOTICES

         Any demand, notice or other communication to be given in connection
         with this Agreement shall be given in writing and shall be given by
         personal delivery, by registered mail or by electronic means of
         communication addressed to the recipient as follows:


<PAGE>   26


                                       26



         To the Vendor:

                  717 - 30th Avenue S.W.
                  Calgary, Alberta  T2S OP7

                  Attention:        Brian Robak
                  Facsimile:        (403) 705-4474

         To the Purchaser:

                  800, 717 - 7th Avenue S.W.
                  Calgary, Alberta T2P 0Z3

                  Attention:        Wayne Wadley, President
                  Facsimile:        (403) 261-3834

         or to such other address, individual or electronic communication number
         as may be designated by notice given by any party to the others. Any
         demand, notice or other communication given by personal delivery shall
         be conclusively deemed to have been given on the day of actual delivery
         thereof if a Business Day and if not on the next following Business Day
         and, if given by registered mail, on the twelfth Business Day following
         the deposit thereof in the mail and, if given by electronic
         communication, on the day of transmittal thereof if given during the
         normal business hours of the recipient and on the Business Day during
         which such normal business hours next occur if not given during such
         hours on any day. If the Party giving any demand, notice or other
         communication knows or ought reasonably to know of any difficulties
         with the postal system which might affect the delivery of mail, any
         such demand, notice or other communication shall not be mailed but
         shall be given by personal delivery or by electronic transmission.

8.9      GOVERNING LAW

         This Agreement shall in all respects be governed by, and construed in
         accordance with, the laws of the Province of Alberta, including all
         matters of construction, validity and performance. The Vendor and
         Purchaser hereby consent and irrevocably attorn to the jurisdiction of
         the courts of the Province of Alberta for all disputes relating to the
         construction, interpretation, enforcement and performance of this
         Agreement, hereby waiving all defences based on venue or convenience of
         forum or service of process outside of such jurisdiction.

8.10     EXECUTION

         This Agreement may be executed in one or more counterparts, each of
         which shall be deemed an original but all of which together shall
         constitute one and the same instrument. The Parties shall be entitled
         to rely on delivery of an executed facsimile copy of this Agreement and
         such facsimile copy shall be legally effective to create a valid and
         binding agreement between the Parties hereto.



<PAGE>   27



                                       27
8.11     INTERIM PERIOD

         Notwithstanding that the within purchase and sale transaction will be
         closed and completed on a date following the Reference Time, the
         Parties acknowledge and agree that as between the Parties such
         transaction is being treated as taking effect as of the Reference Time,
         such that the Purchaser will receive the benefit of the Shares as of
         the Reference Time and that from and after the Reference Time and as
         between the Parties (upon the execution hereof) the Purchaser will be
         treated as the beneficial owner of the Shares, and the Company is
         entitled to all income and profits derived from or in connection with
         the Assets from and after the Reference Time. The Vendor hereby
         acknowledges that upon execution hereof it has held the Shares as bare
         trustee only for and on behalf of the Purchaser and shall account to
         the Purchaser in respect thereof pursuant to the terms of this
         Agreement.

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


Vendor:


------------------------------------           --------------------------------
Witness                                        BRIAN ROBAK


                                               GEOCAN ENERGY INC.


                                               Per:
                                                   ----------------------------


                                               Per:
                                                   ----------------------------




<PAGE>   28


                                       28

                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
                         between Brian Robak, as Vendor
                      and GEOCAN Energy Inc., as Purchaser





                                     PART I

                                LANDS AND LEASES


<TABLE>
<CAPTION>
                                                                COMPANY'S
        LEASE                          LANDS                  WORKING INTEREST               ENCUMBRANCES
-----------------------          -------------------       --------------------      ---------------------------
<S>                              <C>                       <C>                       <C>
DINA
Alberta Crown PNG                SW1/416-45-1-W4M           15%                      (a)   Crown Royalty; and
Lease No. 0485110052             from base Viking to                                 (b)   3% Gross Overriding
                                 base Mannville                                            Royalty

STAPLEHURST
Alberta Crown PNG                NE1/424-50-1-W4M           12.5% Before             (a)   Crown Royalty; and
Lease No. 0497100414             to basement                Payout                   (b)   Convertible
                                                            8.125% After                   Overriding Royalty of
                                                            Payout                         1/150 bbls/month (min.
                                                                                           5%, max. 15%)


Alberta Crown PNG                Lsds 13 and 14-50-         12.5% Before             (a)   Crown Royalty; and
Lease No. 0497100415             1-W4M to basement          Payout                   (b)   Convertible Overriding
                                                            8.125% After                   Royalty of 1/150
                                                            Payout                         bbls/month (min. 5%,
                                                                                           max. 15%)
</TABLE>




<PAGE>   29



                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
                         between Brian Robak, as Vendor
                      and GEOCAN Energy Inc., as Purchaser



================================================================================


                                     PART II

                                   FACILITIES




Nil.




<PAGE>   30



                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
                         between Brian Robak, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================


                                    PART III

                                      WELLS


         TCRL Dina        102/03-16-045-01-W4M
         Timberwolf et al 10C Lloyd 10-24-50-1-W4M
         Timberwolf et al Lloyd 14-24-50-1-W4M
         Timberwolf et al 15A Lloyd 15-24-50-1-W4M



<PAGE>   31



                                  SCHEDULE "B"

                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
                         between Brian Robak, as Vendor
                      and GEOCAN Energy Inc., as Purchaser



================================================================================



                           WORKING CAPITAL ADJUSTMENTS

2.2.1          PURCHASE PRICE ADJUSTMENT: The Basic Purchase Price shall be
               increased or decreased, as the case may be, by the amount of the
               value of Working Capital as at the Reference Time as finally
               determined in accordance with this Schedule "B", including as a
               current liability, the amount of any Tax payable as determined in
               the Notional Tax Return.

2.2.2          ESTIMATED WORKING CAPITAL: Three (3) Business Days prior to the
               Closing Date, the Vendor shall, at the Vendor's cost and expense,
               prepare a trial balance for the Company, estimating the Working
               Capital as at the Reference Time (the "Estimated Working
               Capital"). For purposes of closing, the Basic Purchase Price
               shall be increased or decreased, as the case may be, on the basis
               contemplated in Section 2.2.1 utilizing the Estimated Working
               Capital.

2.2.3          WORKING CAPITAL REPORT: As soon as is practicable following the
               Closing Date, the Purchaser shall cause the Company to obtain all
               documentation necessary to complete preparation of the Company's
               financial statements as at the Closing Date. Forthwith thereupon,
               the Vendor shall, on behalf of the Company, at the Vendor's cost
               and expense, prepare a final statement of Working Capital as at
               the Reference Time (the "Working Capital Report") as well as the
               Company's financial statements as at the Closing Date and to
               report thereon to the Purchaser as soon as practicable, and in
               any event not later than 30 days following the Closing Date. The
               Purchaser shall be entitled, at its sole cost and expense, to
               review and have its accountants and its employees review the
               working papers prepared by the Vendor for the Working Capital
               Report and to comment thereon as the Purchaser deems appropriate.
               Any dispute arising between the Vendor and the Purchaser as to
               the determination of Working Capital set forth in the Working
               Capital Report or the Notional Tax Return shall be settled by
               arbitration in accordance with the provisions of Section 2.2.7.

2.2.4          PAYMENTS. Upon receipt of the Working Capital Report and the
               determination of Working Capital thereunder:

               (a)            if Working Capital exceeds Estimated Working
                              Capital, then the Purchaser shall, within 10 days
                              of completion of the Working Capital Report, pay
                              an amount equal to the difference between such
                              amounts to Vendor together with interest on the
                              amount of such difference calculated at the Prime
                              Rate plus one percent (1%) from and including the
                              Closing Date to and including the day prior to the
                              date of payment; and


<PAGE>   32


                                        2

               (b)            if Working Capital is less than Estimated Working
                              Capital, then the Vendor shall within 10 days of
                              completion of the Working Capital Report, pay an
                              amount equal to the difference between such
                              amounts to the Purchaser, together with interest
                              on the amount of such difference calculated at the
                              Prime Rate plus one percent (1%) from and
                              including the Closing Date to and including the
                              day prior to the date of payment.

2.2.5          FURTHER ACCOUNTING AND ADJUSTMENTS. The Parties foresee that
               certain adjustments with respect to Working Capital may be
               necessary from time to time after the 30-day period referred to
               in Section 2.2.3, including, but not limited to:

               (a)            any amounts which are to be paid to the Company or
                              the Purchaser at any time after the Closing Date
                              out of or in any way relating to royalty
                              calculations in respect of the Petroleum and
                              Natural Gas Rights;

               (b)            matters relating to Company's Taxes for any
                              taxation period or deemed taxation period ending
                              on or before Reference Time; and

               (c)            any matters which the Purchaser or the Vendor have
                              given notice to the other within the said 30-day
                              period.

               Each of the Parties agrees to co-operate fully in calculating and
               confirming the amount of any payment that may be necessary as a
               result of such adjustments and agrees to make payment in such
               event. In this respect, any adjustments to Working Capital
               occurring more than 30 days after Closing Date shall be made as
               they occur and payment shall, in accordance with Section 2.2.4,
               be made with respect thereto within 15 days of each such
               adjustment being determined and notice thereof being given by one
               Party to the other Party. Any amount of interest and penalties
               payable by or to Third Parties, in respect of any adjustments
               under this paragraph, shall also be adjusted between the Vendor
               and the Purchaser as they occur and payment made within such
               15-day period. Interest on the amount of such adjustment
               (including amounts, if any, for interest and penalties)
               calculated at the Prime Rate plus one percent (1%) from and
               including the date one Party receives notice of the adjustment
               from the other Party to and including the day prior to the date
               of payment, shall be payable to the Party entitled to the
               adjustments. No adjustment shall be made to Working Capital
               pursuant to this Schedule after one year following the Closing
               Date (four years following the Closing Date for Taxes), except
               where a Party shall have given written notice of its claim, with
               reasonable particulars, to the other prior to the expiry of such
               one year period, objecting to the determination of Working
               Capital, which notice shall also include the reasons for the
               objection. Any dispute arising between Vendor and Purchaser as to
               adjustments shall be settled by arbitration in accordance with
               the provisions of Section 2.2.7.

2.2.6          Adjustment Principles: For greater certainty, the following
               principles shall be employed in any determination of Working
               Capital or any adjustment required thereto in accordance with
               this Schedule:

               (a)            Subject to other provisions of this Section 2.2.6,
                              all benefits, income, costs and expenses of every
                              kind and nature relating to the Assets, including,


<PAGE>   33


                                       3


                              without limitation, maintenance, capital and
                              operating costs, processing fees, lease rentals
                              and the proceeds from the sale of production,
                              shall be determined as of the Reference Time on an
                              accrual basis (and in respect of Taxes as set
                              forth in the Notional Tax Return, as of the
                              Reference Time) and, without limiting the
                              generality of the foregoing:

               (a)            adjustments for costs or work performed and goods
                              supplied in connection with the operation and
                              development of the Assets shall be made on the
                              basis of the date upon which the work was
                              performed or the goods were supplied;

               (b)            adjustments for revenues from the sale of
                              production shall be made on the basis of the date
                              of production; and

               (c)            adjustments for royalty payments and expenses
                              relating to or from the sale of production shall
                              be made on the basis of the date of production.

               (b)            The Basic Purchase Price shall be adjusted upwards
                              by an amount equal to the market value of
                              Petroleum Substances attributable to the Assets
                              which Petroleum Substances have been sold prior to
                              the Reference Time and for which the Company has
                              not received full payment, plus an amount equal to
                              the market value of Petroleum Substances
                              attributable to the Assets which Petroleum
                              Substances have been produced but not sold prior
                              to the Reference Time.

               (c)            The Vendor and the Purchaser, at its own cost, and
                              its authorized representatives, shall have the
                              right exercisable upon 15 days' written notice to
                              the other, to examine, copy and audit the records
                              of the other and the Company that are relevant to
                              effecting the adjustments pursuant to this
                              Schedule. The rights hereunder shall survive for
                              all matters for a period of two years from the
                              Closing Date and for Tax matters a period of four
                              years from the Closing Date.

2.2.7          ARBITRATION. If the Parties fail to reach agreement as to the
               calculation or determination of Working Capital or the Notional
               Tax Return pursuant to this Schedule, or otherwise as provided in
               the Agreement, the matter in dispute shall be resolved by a
               single arbitrator pursuant to the provisions of The Arbitration
               Act (R.S.A.). In making a determination as to the amount of the
               proposed adjustments to the Basic Purchase Price, the Working
               Capital or the Notional Tax Return, the arbitrator shall hear
               submissions from one individual as representative of the Vendors
               (as a group) and the Purchaser, respectively, as to their
               respective determinations of the proposed Basic Purchase Price
               adjustment, the Working Capital or the Notional Tax Return and
               then the arbitrator shall choose either the determination of the
               proposed Basic Purchase Price adjustment, the Working Capital or
               the Notional Tax Return by the Vendors or the determination of
               the proposed Basic Purchase Price adjustment, the Working Capital
               or the Notional Tax Return by the Purchaser. The arbitrator shall
               have access to the working papers prepared by each of the Vendors
               and the Purchaser relating to their respective determinations of
               Working Capital and the Notional Tax Return. Any



<PAGE>   34


                                       4

               decision of the arbitrator pursuant to this Agreement shall be
               final and binding on the Parties and shall not be subject to
               review. All costs of the arbitration shall be borne by the
               Vendors as to one-half and the Purchaser as to one-half.




<PAGE>   35


                                  SCHEDULE "C"


                attached to and forming part of a Share Purchase
               Agreement made as of the 24th day of October, 2000
                         between Brian Robak, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================



                              FINANCIAL STATEMENTS


<PAGE>   36


                                  SCHEDULE "D"


                attached to and forming part of a Share Purchase
               Agreement made as of the 24th day of October, 2000
                         between Brian Robak, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================



                               NOTIONAL TAX RETURN
<PAGE>   37
                               742521 ALBERTA INC.

                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated this 31st day of October, 2000;

AMONG:

                  BRADLEY FARRIS ("B. FARRIS"), JULIE FARRIS ("J. FARRIS"), and
                  BRENDAN FARRIS ("FARRIS JR."), individuals residing in
                  Calgary, Alberta (collectively, the "VENDOR")

                                     - and -

                  GEOCAN ENERGY INC., a corporation with offices in Calgary,
                  Alberta (the "PURCHASER"),

         WHEREAS the Vendor is the registered and beneficial owner of all the
issued and outstanding shares of the Company;

         AND WHEREAS the Vendor has agreed to sell and transfer, and the
Purchaser has agreed to purchase and accept, on the terms and conditions herein
set forth, all the Vendor's right, title, estate and interest in and to the
Shares;

         NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the
premises and of the respective covenants and agreements of the Parties
hereinafter set forth, the Parties hereby covenant and agree with one another as
follows:

It is agreed as follows:

1.       INTERPRETATION

1.1      DEFINITIONS

         In this Agreement, including the recitals and the Schedules hereto:

         "AGREEMENT" or "THIS AGREEMENT" means this share purchase agreement as
         amended from time to time after the date hereof in the manner herein
         provided; the terms "HEREIN", "HERETO", "HEREOF", "HEREUNDER", "HEREBY"
         and similar terms mean and refer to this Agreement and not, unless a
         particular provision is expressly stipulated, to any particular
         provision.

         "ASSETS" means the assets of the Company, including the Petroleum and
         Natural Gas Rights, the Tangibles and the Miscellaneous Interests.

         "BASIC PURCHASE PRICE" has the meaning ascribed thereto in Section
         2.2(a).


<PAGE>   38


                                        2

         "BUSINESS DAY" means any day, other than a Saturday or Sunday, or a
         statutory holiday in Calgary, Alberta.

         "CLOSING" means the completion of the purchase and sale of the Shares
         as contemplated by this Agreement.

         "CLOSING DATE" means December 13, 2000, or such other date as the
         Vendor and the Purchaser agree in writing.

         "COMPANY" means 742521 Alberta Inc., a corporation incorporated
         pursuant to the laws of Alberta with offices in the City of Calgary.

         "ENVIRONMENTAL DEFICIENCY" means any (i) ground water, surface water or
         aquifer contamination, (ii) soil contamination, (iii) toxic or
         hazardous substance emission, or (iv) corrosion or deterioration of
         structures, equipment and other property, the occurrence or existence
         of which could reasonably be expected to give rise to criminal,
         quasi-criminal or civil liability on the part of the Vendor or a
         transferee of the Assets, under presently subsisting Environmental Law.

         "ENVIRONMENTAL LAW" means any federal, provincial or local statute,
         regulation or rule, any judicial or administrative order or judgement
         or written administrative request of any governmental or regulatory
         body having jurisdiction, and any provision or condition of any permit,
         license or other governmental operating authorization, applicable to
         the Vendor or the Assets and relating to protection of the environment,
         persons or the public welfare from actual or potential exposure (or the
         effects of exposure) to any actual or potential release, discharge,
         spill or emission (whether past or present) of, or regarding the
         manufacture, processing, production, gathering, transportation, use,
         treatment, storage or disposal of, any chemical, raw material,
         pollutant, contaminant or toxic, corrosive or hazardous substance or
         waste.

         "FACILITIES" means the specified interest of the Company in all
         facilities described in Schedule "A", Part II.

         "FINANCIAL STATEMENTS" means the financial statements of the Company
         attached hereto as Schedule "C" for the previous one year together with
         unaudited interim financial statements for the period ending , 2000.

         "GAAP" means Canadian generally accepted accounting principles from
         time to time prescribed by the Canadian Institute of Chartered
         Accountants, or any successor institute, applicable on a consistent
         basis.

         "GEOCAN SHARES" means 52,000 common shares of the Purchaser.

         "LANDS" means the lands set forth and described in Schedule "A", Part
         I, insofar as rights to the Petroleum Substances underlying those Lands
         are granted by the Leases.

         "LEASES" means, collectively, the leases, reservations, permits,
         licenses, certificates of title or other documents of title set forth
         and described in Schedule "A", Part I (or any


<PAGE>   39

                                       3


         replacement thereof, renewal or extension thereof or leases derived
         therefrom) by virtue of which the holder thereof is entitled to drill
         for, win, take, own and remove Petroleum Substances within, upon or
         under all or any part of the Lands.

         "MISCELLANEOUS INTERESTS" means the interests of the Company in and to
         all property, assets and rights pertaining or ancillary to the
         Petroleum and Natural Gas Rights, the Lands, the Leases and the
         Tangibles (other than the Petroleum and Natural Gas Rights, the Lands,
         the Leases and the Tangibles) and to which the Company is entitled at
         the Closing Date including, but not in limitation of the generality of
         the foregoing, such interests of the Company in:

         (a)      all contracts, agreements, documents, production sales
                  contracts, books and records relating to the interest of the
                  Company in the Petroleum and Natural Gas Rights, the Lands, or
                  the Tangibles, and any and all rights in relation thereto;

         (b)      all engineering and production data and information directly
                  related to the Petroleum and Natural Gas Rights and the
                  Tangibles which are in the custody of the Company or to which
                  it is entitled including, without limitation, all Proprietary
                  Technical Information;

         (c)      all subsisting rights to enter upon, use and occupy the
                  surface of the Lands or any lands which same have been pooled
                  or unitized or the sites of any Tangibles or any lands which
                  are used to gain access to any of the foregoing;

         (d)      existing Well bores and downhole casing; and

         (e)      all well, pipeline and other permits, licences and
                  authorizations relating to the Petroleum and Natural Gas
                  Rights, the Lands (or any lands with which the Lands have been
                  pooled or unitized) and the Tangibles.

         "NOTIONAL TAX RETURN" means the pro forma Tax return of the Company,
         including financial statements of the Company as at October 15, 2000,
         attached as Schedule "D" for the period from the date of the Company's
         last Tax return to the Reference Time.

         "PARTIES" means the parties to this Agreement and their respective
         successors and permitted assigns and "PARTY" means any one of them.

         "PERMITTED ENCUMBRANCES" means:

         (a)      the encumbrances identified in Schedule "A", Part I;

         (b)      easements, rights of way, servitudes or other similar rights
                  in land including, without limiting the generality of the
                  foregoing, rights of way and servitudes for railways, roads,
                  sewers, drains, gas and oil pipelines, gas and water mains,
                  electric light, power, telephone, telegraph or cable
                  television conduits, poles, wires and cables;

<PAGE>   40


                                        4

         (c)      the right reserved to or vested in any government or other
                  public authority to terminate any of the Leases or to require
                  annual or other periodic payments as a condition of the
                  continuance thereof;

         (d)      rights reserved to or vested in any municipality or
                  governmental, statutory or public authority to control or
                  regulate any of the Assets in any manner, and all applicable
                  laws, rules and orders of any governmental authority;

         (e)      the right reserved to or vested in any government or other
                  public authority to levy taxes on Petroleum Substances or the
                  income or revenue therefrom;

         (f)      governmental requirements as to production rates on the
                  operations of any property or otherwise affecting the value of
                  any property;

         (g)      undetermined or inchoate liens incurred or created as security
                  in favour of the person conducting the operation of any of the
                  Assets for the Company's proportion of the costs and expenses
                  of such operations which costs and expenses are not delinquent
                  as of the Closing Date;

         (h)      liens granted in the ordinary course of business to a public
                  utility, municipality or governmental authority in connection
                  with operations conducted with respect to the Assets;

         (i)      provisions for penalties and forfeitures under agreements as a
                  consequence of non-participation in operations;

         (j)      the reservations, limitations, provisos and conditions in any
                  original grants from the Crown of any of the Lands or
                  interests therein and statutory exceptions to title and the
                  terms and conditions of the Leases; and

         (k)      provisions in agreements and plans effecting pooling or
                  unitization.

         "PERSON" means an individual, a partnership, a corporation, a trust, an
         unincorporated organization, a union, a government or any department or
         agency thereof and the heirs, executors, administrators or other legal
         representatives of an individual.

         "PETROLEUM AND NATURAL GAS RIGHTS" means the interests of the Company
         in and to the Lands and the Leases as set forth in Schedule "A", Part
         I.

         "PETROLEUM SUBSTANCES" means petroleum, natural gas, related
         hydrocarbons and any other substances, whether liquid, solid or
         gaseous, produced in association with such petroleum, natural gas or
         related hydrocarbons, insofar as rights to the same are granted by way
         of the Leases.

         "PLACE OF CLOSING" means the offices of Borden Ladner Gervais LLP,
         Calgary, Alberta or such other place as may be agreed upon in writing
         by the Vendor and the Purchaser.


<PAGE>   41

                                       5

         "PRIME RATE" means the annual prime lending rate used from time to time
         by Alberta Treasury Branches, Main Branch, Calgary, Alberta, for loans
         made in Canada in Dollars to the bank's preferred commercial borrowers.

         "PROPRIETARY TECHNICAL INFORMATION" means all surveyors' ground
         elevation records (whether vertical or horizontal), shot point maps,
         drillers' logs, shooters' records, observer reports and seismograph
         records, seismograph magnetic tapes, stacked and migrated tapes,
         monitor records, field records or tapes, record sections and processed
         seismic sections obtained in or resulting from any seismograph survey
         conducted on or near the Lands, and geological or geophysical studies
         and further appraisals or interpretations of same conducted on or near
         the Lands and owned by the Vendor or to which the Vendor is entitled
         and, without limitation, such Proprietary Technical Information
         includes any and all copies of such items whether in hard, digital,
         magnetic, electronic or any other form.

         "PURCHASE PRICE" has the meaning ascribed thereto in Section 2.2(c).

         "REFERENCE TIME" means 12:01 a.m. (Mountain Time) at Calgary, Alberta,
         on October 1, 2000.

         "SECURITY INTEREST" means any mortgage, charge, pledge, lien, hypothec,
         encumbrance, conditional sale, assignment by way of or in effect as
         security, or security interest whatsoever.

         "SHAREHOLDER DEBT" means any indebtedness, liability or obligation owed
         by the Company to the Vendor or any Person affiliated with or related
         to the Vendor.

         "SHARES" means all of the issued and outstanding shares of the Company
         on the Closing Date and includes any instruments or rights capable of
         being converted into, exchanged, for or exercised for previously
         unissued shares of any class of the Company or giving the holder the
         right on the occurrence of any event or events, including on the
         payment of money, whether or not such event or events have occurred, to
         require delivery of previously unissued shares of any class to be
         issued by the Company, and includes options, warrants, conversion or
         exchange privileges and similar rights.

         "TANGIBLES" means the interests of the Company in and to the
         Facilities, and all other tangible depreciable property and assets
         situate in, on or about the Lands or lands pooled or unitized
         therewith, including the Wells, used in connection therewith or with
         production, gathering, processing, transmission, measurement or
         treatment operations relating to the Petroleum and Natural Gas Rights.

         "TAX" or "TAXES" means all income, capital, gross receipts, sales, use,
         franchise, profits, property, customs duties, withholding, goods and
         services, or other taxes, fees, assessments or charges of' any kind
         whatsoever (including Alberta Energy Utility Board taxes and levies),
         together with any interest and any penalties, additions to tax or
         additional amounts imposed by any taxing authority.


<PAGE>   42

                                       6

         "WELLS" means all of the wells that are located on the Lands whether
         producing, suspended, previously abandoned or used as water source,
         injection, observation or disposal wells.

         "WORKING CAPITAL" means the aggregate of the Company's current assets
         less the aggregate of the Company's current liabilities as at the
         Reference Time as shown in the financial statements attached to the
         Notional Tax Return, all of which shall be determined in accordance
         with GAAP, subject to adjustment on the basis provided for in Schedule
         "B".

1.2      SCHEDULES

         The following are the Schedules annexed hereto and incorporated by
         reference and deemed to be a part hereof:

<TABLE>
<S>                                 <C>

         Schedule "A"          -    Part I Lands and Leases; Part II Facilities; Part III Wells
         Schedule "B"          -    Working Capital Adjustments;
         Schedule "C"          -    Financial Statements;
         Schedule "D"          -    Notional Tax Return
</TABLE>

         All Schedules hereto are by this reference incorporated into and are
         part of this Agreement as fully as though contained in the body of this
         Agreement; provided that wherever any provision of any Schedule to this
         Agreement conflicts with any provision in the body of this Agreement,
         the provisions of the body of this Agreement shall prevail. References
         herein to a "Schedule" shall mean a reference to a Schedule to this
         Agreement. References in any Schedule to "the Agreement" or "this
         Agreement" shall mean a reference to this Agreement. References in any
         Schedule to another Schedule shall mean a reference to a Schedule to
         this Agreement.

1.3      VENDOR KNOWLEDGE

         Where in this Agreement, or in any certificate or document delivered in
         connection herewith or to effect any of the transactions contemplated
         hereby, any statement, representation or warranty is made as to, or as
         being based on, the knowledge, information or belief of the Vendor,
         such knowledge, information or belief consists only of the actual
         knowledge, information or belief of the Vendor as the case may be.

1.4      CURRENCY

         References in this Agreement to "dollars" or "$" are to dollars of the
         lawful money of Canada for the payment of public and private debts.

1.5      ACCOUNTING TERMS

         All accounting terms not otherwise defined in this Agreement have the
         meanings assigned to them in accordance with GAAP, and except as
         otherwise expressly provided herein, all accounting or financial
         calculations required or permitted under this Agreement shall be made
         on the basis of GAAP applied on a consistent basis.


<PAGE>   43
                                       7


1.6      MEANING NOT AFFECTED BY DIVISION, HEADINGS OR TABLE OF CONTENTS

         The division of this Agreement and the provision of headings or a table
         of contents for all or any thereof are for convenience of reference
         only and shall not affect the meaning of this Agreement.

1.7      INVALIDITY OF PROVISIONS

         If any of the provisions of this Agreement should be invalid, illegal
         or unenforceable in any respect, the validity, legality or
         enforceability of the remaining provisions contained herein shall not
         in any way be affected or impaired thereby.

2.       PURCHASE AND SALE; CLOSING

2.1      SALE OF SHARES

         Upon the terms and subject to the conditions of this Agreement, the
         Purchaser will purchase the Shares from the Vendor and make payment
         therefor to the Vendor and the Vendor will sell, assign and deliver the
         Shares to the Purchaser upon receipt of payment therefor.

2.2      PURCHASE PRICE

         In consideration of the sale, assignment and delivery by the Vendor of
         the Shares the Purchaser shall pay to the Vendor the Purchase Price,
         determined pursuant to this Section 2.2, such amount, subject to
         subsequent adjustments herein provided for, to be paid on the Closing
         Date in the manner provided for in Section 2.5.

         (a)      The Purchaser will pay or cause to be paid to the Vendor in
                  the aggregate $90,000 (the "BASIC PURCHASE PRICE"), subject to
                  adjustment and to the further payments as provided for in this
                  Section 2.2;

         (b)      The Basic Purchase Price shall be adjusted by an increase or
                  decrease as the case may be for the amount of Working Capital
                  as finally determined in accordance with Schedule "B"; and

         (c)      The Basic Purchase Price as adjusted pursuant to Section
                  2.2(b), is herein called the "PURCHASE PRICE".

2.3      TIME AND PLACE OF CLOSING

         Upon the terms and conditions of this Agreement, the completion of the
         transfer of the Shares by the Vendor to the Purchaser and the payment
         by the Purchaser to the Vendor of the Purchase Price will take place at
         the Place of Closing at 10:00 a.m. (Calgary time) on the Closing Date.
         All adjustments contemplated by this Agreement shall be effective as of
         the Reference Time.



<PAGE>   44
                                       8


2.4      DELIVERIES BY THE VENDOR

         On the Closing Date the Vendor will deliver or cause to be delivered to
         the Purchaser, in form and content satisfactory to the Purchaser, the
         following:

         (a)      certificates representing the Shares, accompanied by stock
                  transfer powers of attorney duly executed in blank or duly
                  executed instruments of transfer, and any other documents
                  necessary to transfer to the Purchaser good title to the
                  Shares;

         (b)      the resignations of all members of the board of directors of
                  the Company, and the resignations of all officers of the
                  Company together with general releases of the Company by each
                  of its directors and officers;

         (c)      original share books, share ledgers and minute books and
                  corporate seals of the Company as well as all tax records
                  (including tax returns, notices of assessment, reassessments
                  and tax correspondence), environmental, health and safety
                  files, Worker's Compensation files and other books and records
                  belonging to and relating to the business and operations of
                  the Company;

         (d)      the certificates referred to in Sections 2.6(a), (b) and (d)
                  dated the Closing Date duly signed on its behalf;

         (e)      a certified copy of a resolution of the Board of Directors of
                  the Company approving the transfer of the Shares by the Vendor
                  to the Purchaser;

         (f)      all other documents, instruments and writings reasonably
                  required to be delivered by the Vendor at the Closing Date
                  pursuant to this Agreement or otherwise required in connection
                  herewith;

         (g)      substantially all books, records, files (including lease,
                  contract, well and unit files), reports, studies, maps,
                  drawings, logs and other documentary materials of any nature
                  whatsoever pertaining to the Assets, including, without
                  limitation, all geological and engineering reports, records,
                  maps, drawings, logs and other data relating to the Lands; and

         (h)      a Certificate of Status for the Company issued under the laws
                  of the Province of Alberta.

2.5      DELIVERIES BY THE PURCHASER

         On the Closing Date the Purchaser will deliver the following to the
         Vendor:

         (a)      the cash portion of the Purchase Price in the amount of
                  $64,000 (subject to adjustment as contemplated in Section
                  2.2(b)) by a certified cheque, bank draft or such other means
                  as are agreed upon by the Vendor and the Purchaser to the
                  Vendor in the following percentages:

<TABLE>
<S>                                                           <C>
                  B. Farris, in respect of 15.57 Shares       21.88%, being $14,000
                  J. Farris, in respect of 45 Shares          64.06%, being $41,000
                  Farris Jr., in respect of 10 Shares         14.06%, being $9,000
</TABLE>


<PAGE>   45

                                       9

         (b)      the share portion of the Purchase Price by the issuance of the
                  GEOCAN Shares at an assigned value of $0.50 per share to the
                  Vendor as follows:

<TABLE>
<S>                                                           <C>
                  B. Farris, in respect of 29.43 Shares       all of the GEOCAN Shares
</TABLE>

         (c)      the certificates referred to in Sections 2.7(a) and (b) dated
                  the Closing Date duly signed on its behalf; and

         (d)      all other documents, instruments and writings reasonably
                  required to be delivered by the Purchaser at the Closing Date
                  pursuant to this Agreement or otherwise required in connection
                  herewith.

2.6      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER TO CLOSE

         The obligation of the Purchaser to complete the transactions
         contemplated hereby is subject to the fulfilment, on or prior to the
         Closing Date, of the following conditions precedent, each of which is
         for the exclusive benefit of the Purchaser and any one or more of which
         may be expressly waived, in whole or in part, by the Purchaser:

         (a)      the representations and warranties of the Vendor contained in
                  Article 3 shall have been true on and as of the date made and
                  on and as of the Closing Date as if made then and a
                  certificate to that effect from the Vendor shall have been
                  delivered to the Purchaser;

         (b)      the Vendor shall have complied with or performed, in all
                  respects material to the Purchaser, all of its agreements and
                  covenants in this Agreement to be complied with or performed
                  by it at or prior to the Closing Date and a certificate to
                  that effect from the Vendor, with respect to itself and its
                  compliance and performance shall have been delivered to the
                  Purchaser;

         (c)      there shall be no rights of first refusal or other
                  restrictions on the transfer, sale or assignment of the Shares
                  or relating to change in control of the Company which have not
                  been complied with or waived prior to the Closing Date;

         (d)      there shall have been no material adverse change in the Assets
                  or the interests of the Company therein or the financial
                  condition of the Company between the Reference Time and the
                  Closing Date and a certificate from the Vendor to the effect
                  that the Vendor has no knowledge of any such material adverse
                  change shall have been delivered to the Purchaser;

         (e)      delivery of all documents by the Vendor as set forth in
                  Section 2.4;

         (f)      completion of the transactions contemplated herein shall not
                  violate any order or decree of any court or governmental body
                  of competent jurisdiction;

<PAGE>   46
                                       10


         (g)      all necessary steps and proceedings shall have been taken to
                  permit the Shares to be duly and regularly transferred to and
                  registered in the name of the Purchaser; and

         (h)      the Parties shall have obtained all necessary governmental and
                  regulatory approvals required to permit the transactions
                  herein to be completed.

2.7      CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR TO CLOSE

         The obligation of the Vendor to complete the transactions contemplated
         hereby is subject to the fulfilment, on or prior to the Closing Date,
         of the following conditions precedent, each of which is for the
         exclusive benefit of the Vendor and any one or more of which may be
         waived, in whole or in part, by the Vendor:

         (a)      the representations and warranties of the Purchaser contained
                  in Article 4 shall have been true on and as of the date made
                  and, on and as of the Closing Date as if made then and a
                  certificate to that effect from a senior officer of the
                  Purchaser shall have been delivered to the Vendor;

         (b)      the Purchaser shall have complied with or performed, in all
                  respects material to the Vendor, all of its agreements and
                  covenants in this Agreement to be complied with or performed
                  by it at or prior to the Closing Date and a certificate to
                  that effect from a senior officer of the Purchaser shall have
                  been delivered to the Vendor; and

         (c)      payment or delivery, as applicable, by the Purchaser of the
                  Purchase Price payable pursuant to Sections 2.5(a) and (b) and
                  delivery of all documents by the Purchaser as set forth in
                  Section 2.5.

3.       REPRESENTATIONS AND WARRANTIES OF THE VENDOR

         The Vendor with respect to itself and the Shares or with respect to the
         Company, as the context indicates, represents and warrants to the
         Purchaser, as of the date hereof and as of the Closing Date:

3.1      ORGANIZATION

         (a)      Standing of the Company: The Company is and at the Closing
                  Date shall continue to be a corporation duly organized and
                  validly subsisting under the laws of its jurisdiction of
                  incorporation as a private company and has all requisite
                  corporate power and authority to own, lease and operate its
                  properties and the Assets and to carry on its business.

         (b)      No Subsidiaries: The Company does not have an interest (either
                  directly or indirectly) in any other Person, nor is the
                  Company a party to or bound by any agreement to acquire such
                  an interest.

         (c)      Constating Documents: The Purchaser has been provided true,
                  correct and complete copies of the constating documents and
                  by-laws, together with all


<PAGE>   47
                                       11


                  amendments thereto, with respect to or affecting the Company.
                  No resolutions have been proposed or passed to further amend
                  the foregoing.

         (d)      Not a Public Company: The Company is not a "reporting issuer"
                  or otherwise subject to filing and reporting requirements
                  applicable to public companies under relevant securities
                  legislation.


<PAGE>   48
                                       12


         (e)      Officers and Directors: B. Farris is the President and a
                  director of the Company and J. Farris is a director of the
                  Company. As of the Closing Date the Company will have no
                  employees and will not have any employment, management or
                  field operating contracts that relate to the Assets for which
                  the Company will be responsible after the Closing Date.

3.2      CAPITALIZATION OF THE COMPANY; THE SHARES.

         (a)      Issued and Outstanding Shares: The authorized and presently
                  issued and outstanding share capital of the Company as at the
                  date hereof is as follows:



<TABLE>
<CAPTION>


               AUTHORIZED                                          ISSUED AND OUTSTANDING
               ----------                                          ----------------------
<S>                                                                <C>
unlimited Class "A" Voting Common Shares                           B. Farris - 45 Class "A"
unlimited Class "B" Voting Common Shares                           J. Farris - 45 Class "B"
unlimited Class "C" Non-Voting Common Shares                       Farris Jr. - 10 Class "C"
unlimited Class "D" Non-Voting Common Shares                       Nil
unlimited Class "E" Non-Voting Preferred Shares                    Nil
</TABLE>

         (b)      No Treasury Shares: No issued and outstanding Shares of the
                  Company are held in the Company's treasury.

         (c)      No Options: There are no outstanding options, calls or rights
                  of any kind relating to or providing for the purchase,
                  delivery or transfer of any presently issued and outstanding
                  Shares or other securities of the Company.

         (d)      No Additional Shares: There are no outstanding rights with
                  respect to the capital of the Company that would require the
                  Company to allot or issue any of the unissued Shares of the
                  Company or to create any additional class of Shares.

         (e)      No Shareholder Debt: There is no Shareholder Debt.

         (f)      No Shares in Other Companies: The Company does not and on the
                  Closing Date will not own, directly or indirectly, any shares
                  or securities convertible into shares of any other
                  corporation.

         (g)      Title to Shares: It is the beneficial owner of its Shares and
                  has good title to the same, free and clear of all Security
                  Interests, equities, claims, options or other encumbrances or
                  voting trusts, proxies or other interests of any nature
                  whatsoever except those in favour of the Purchaser.



<PAGE>   49
                                       13



3.3      AUTHORITY; BINDING EFFECT

         (a)      Authority of the Vendor: It has all requisite power and
                  authority to execute and deliver this Agreement and to
                  consummate the transactions contemplated hereby.

         (b)      Binding Agreement: This Agreement constitutes or will
                  constitute at the time of execution and delivery a legal,
                  valid and binding obligation, enforceable against it in
                  accordance with its terms, subject to (i) the qualification
                  that such enforcement may be subject to bankruptcy,
                  insolvency, fraudulent preference, reorganization or other
                  laws affecting creditors' rights generally, and (ii) general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at equity or
                  law).

3.4      NO CONFLICT

         The execution, delivery and performance of this Agreement does not, and
         the fulfilment and compliance with the terms and conditions and the
         consummation of the transactions contemplated hereby, will not:

         (a)      conflict with any of, or require the consent or waiver of
                  rights of any Person under, the terms, conditions or
                  provisions of the respective constating documents of the
                  Company;

         (b)      violate any provision of, or require any consent,
                  authorization or approval under, any law or regulation or any
                  judicial, administrative or arbitration order, award,
                  judgment, writ, injunction or decree applicable to the Vendor
                  or the Company;

         (c)      conflict with, result in a breach of, constitute a default
                  under (whether with notice or the lapse of time or both), or
                  accelerate or permit the acceleration of the performance
                  required by, or require any consent, authorization or approval
                  under, any indenture, mortgage, lien, lease, agreement or
                  instrument to which the Vendor or the Company is a party or by
                  which any of them is bound or to which any of their respective
                  property is subject; or

         (d)      result in the creation of any Security Interest upon the
                  Shares or the Assets.

3.5      FINANCIAL STATEMENTS

         The Financial Statements have been prepared, to the knowledge of the
         Vendor, in accordance with GAAP applied on a consistent basis with
         prior years and to the knowledge of the Vendor fairly represent the
         assets, liabilities and financial position of the Company as at the
         dates thereof. The Financial Statements contain or reflect all
         adjustments and disclosures necessary in order to make such documents
         not misleading.


<PAGE>   50
                                       14


3.6      LITIGATION

         To the knowledge of the Vendor, there are no actions, suits or
         proceedings pending or threatened against the Company, the Assets, the
         Shares or the interest of the Vendor in the Shares and the Company is
         not charged or threatened with a violation of any provision of any
         federal, provincial or local law or regulation relating to any aspect
         of its business.

3.7      ENVIRONMENTAL MATTERS

         To the knowledge of the Vendor, the Company, the Assets and the use,
         maintenance and operation of the Assets has been and is in material
         compliance with all applicable statutes, regulations, bylaws, codes
         (whether federal, provincial or municipal) including those relating to
         Workmen's Compensation, product safety and product liability.

3.8      NO CONTRACTUAL DEFAULT

         The Vendor is not aware of any material default by any party under any
         material contract involving the Company, nor is the Vendor aware of any
         facts or circumstances which would, with the giving of notice or the
         lapse of time, give rise to a default by the Company under a material
         contract.

3.9      NO BREACH OF ORDER

         The Vendor is not aware of any material default by the Company under
         any order, writ, injunction or decree of any court or governmental
         authority having jurisdiction over the Company and which materially
         adversely affects or relates to the Company.

3.10     TAXES

         (a)      Year End: The fiscal year end of the Company for income tax
                  purposes is April 30.

         (b)      Returns and Elections to be Filed: The Company has filed in a
                  timely manner or, on or prior to the Closing Date, will file
                  in a timely manner all returns (including the income tax
                  return for the last taxation year of the Company ending April
                  30), elections, declarations and reports and information
                  returns and statements required or advisable to be filed on or
                  prior to the Closing Date and such filings, in the reasonable
                  opinion of the Vendor, have not been materially inaccurate or
                  misleading.

         (c)      No Tax Waivers: The Company has not provided any waivers to
                  Canada Customs and Revenue Agency or any other taxing
                  authority for any reason.

         (d)      Tax Audits: There are no matters which are the subject of any
                  current discussions with or any agreement with the Canada
                  Customs and Revenue Agency relating to claims for additional
                  Taxes.

         (e)      Taxes Paid: The Company has paid all Taxes payable and has not
                  requested any extension of time within which to file or send
                  any return.
<PAGE>   51
                                       15



         (f)      Tax Disputes: No deficiency for any Tax has been proposed,
                  asserted or assessed against the Company and there are no
                  outstanding Tax disputes, audits, proposed adjustments,
                  notices of objection or other appeals.

         (g)      Private Company: The Company is a "private corporation" and
                  the Vendor is a resident of Canada for the purposes of the
                  Income Tax Act (Canada).

         (h)      Tax Withholding: All Taxes and other assessments and levies
                  which the Company is required to withhold or collect have been
                  (and will be up to the Closing Date) duly withheld and
                  collected and paid over to the proper government authorities.

         (i)      Notional Tax Return: To the knowledge of the Vendor, the
                  Notional Tax Return has been properly prepared and sets forth
                  the Tax position of the Company as of the Reference Time.

3.11     ABSENCE OF CERTAIN CHANGES

         (a)      There has not been any material adverse change in the business
                  or financial condition of the Company since the date of the
                  most recently dated Financial Statements;

         (b)      There has not been any material damage, destruction or loss,
                  whether covered by insurance or not, which has had, or would
                  reasonably be expected to have, a material adverse effect on
                  the business or financial condition of the Company.

3.12     BOOKS AND RECORDS

         The books and records of the Company have been maintained in accordance
         with prudent business practice and the minute books of the Company
         contain a complete and accurate record of all resolutions and other
         corporate actions in lieu of resolutions of its shareholders, board of
         directors and committees, all of which resolutions or actions have been
         duly and regularly, passed or adopted.

3.13     PRODUCTION ASSETS, OPERATIONS AND LIABILITIES

         (a)      Title to Assets: The Vendor does not warrant the Company's
                  title to the Assets, but the Vendor does represent and warrant
                  that neither the Vendor nor the Company have done anything
                  whereby any of the Company's interest in and to the Assets may
                  be cancelled or determined, nor have they encumbered or
                  alienated the same, and the Assets shall be, at the Closing
                  Date, free and clear of all liens, encumbrances, adverse
                  claims, demands and royalties created by, through or under the
                  Company except for the Permitted Encumbrances. Except as
                  otherwise provided herein, the Vendor represents and warrants
                  that neither the Vendor nor the Company have received notice
                  of any material defect in the Company's title to the Assets
                  and, for the period of time that the Company has owned the
                  Assets, to the knowledge of the Vendor all relevant deposits,
                  rentals and royalties (including delay rentals and shut-in
                  royalties) have been paid within the applicable time limits
                  and all obligations and covenants required to keep the Leases
                  in full force and effect have been performed and observed.

<PAGE>   52
                                       16



         (b)      No Orders: There are no outstanding material orders, notices
                  or similar requirements relating to the Company or the Assets
                  issued by any federal, provincial or municipal authority
                  including, without limitation, occupational health and safety
                  authorities and to the knowledge of the Vendor there are no
                  matters under discussion with any such authorities relating to
                  orders, notices or similar requirements.

         (c)      Production Penalties: To the knowledge of the Vendor, no Wells
                  are subject to a production penalty of any kind, there are no
                  facts or circumstances which materially adversely affect the
                  production of Petroleum Substances in respect of the Petroleum
                  and Natural Gas Rights or the receipt, or entitlement, of the
                  Company to revenue attributable to the production thereof.

         (d)      Licences and Permits: The Company or its agent possesses valid
                  Well, pipeline and other permits, licences and authorizations
                  required to allow it to carry on its business.

         (e)      AFE's: There are no outstanding authorizations for expenditure
                  (AFE) or cash calls with respect to the Lands, including the
                  unexpended portion thereof and there are no outstanding
                  commitments by the Company to expend funds for its own account
                  where the Company's interest under the authorization for
                  expenditure or outstanding commitment would exceed $25,000.

         (f)      Severance Taxes: All ad valorem, property, production,
                  severance and similar taxes and assessments based on or
                  measured by the ownership by the Company of its Petroleum and
                  Natural Gas Rights or the production of Petroleum Substances
                  in respect of such Petroleum and Natural Gas Rights or the
                  receipt by, or the entitlement of, the Company of or to
                  revenue attributable to the production thereof at any time
                  prior to the Closing Date have or will have been properly paid
                  and discharged.

         (g)      Gas Balancing: The Company is not a party to or bound by any
                  gas balancing or similar agreements relating to its Assets and
                  there are no take or pay obligations where the Company would
                  be obligated to deliver gas without being paid therefor.

         (h)      Production Sales Agreements: The Company is not a party to any
                  production sales contracts having a term greater than one year
                  that is not cancellable by the Company on notice of 30 days or
                  less. The Company is not in default of any obligation under
                  any such contract.

         (i)      Transportation and Processing Agreements: There are no
                  transportation or processing agreements or arrangements under
                  which the Company or any party acting on its behalf is
                  obligated to transport or process Petroleum Substances
                  allocable to the Petroleum and Natural Gas Rights, except for
                  agreements terminable by the Company without penalty on notice
                  of 30 days or less.

<PAGE>   53
                                       17


         (j)      Offset Obligations: None of the Lands have been or are now
                  subject to any offset obligation (including obligations to
                  drill wells, surrender rights, or pay compensatory royalty)
                  which has not been satisfied.

         (k)      No Guarantees: The Company is not a party to or bound by any
                  agreement of guarantee, indemnification, assumption or
                  endorsement or any other like commitment of the obligations,
                  liabilities (contingent or otherwise) or indebtedness of any
                  Person.

         (l)      Reduction of Interest: Except as set out in Schedule "A", the
                  Assets are not subject to reduction by virtue of the
                  conversion or other alteration of the interest of any third
                  party under existing agreements created by, through or under
                  the Company.

         (m)      Revenue: The Company has not assigned or otherwise encumbered
                  the revenue from the production of Petroleum Substances from
                  the Assets.

         (n)      Compliance with Laws: To the Vendor's knowledge, all laws,
                  regulations and orders and all federal, provincial, municipal
                  or other government departments, commissions, or other
                  instrumentalities thereof having jurisdiction over and
                  material effect upon the Assets have been complied with in all
                  material respects.

         (o)      Environmental Information: To the Vendor's knowledge, the
                  Company has made available to the Purchaser all material
                  information within the Company's possession relevant to
                  Environmental Deficiencies pertaining to the Assets and has
                  not knowingly withheld any such information from the
                  Purchaser.

         (p)      Audits: To the Vendor's knowledge, no co-owner has given
                  written notice to the Company (or to any party holding legal
                  title to the Facilities on behalf of the Company), in
                  accordance with the agreements affected, that such co-owner
                  intends to audit the books, accounts and records of an
                  operator relating to the Facilities.

         (q)      Contributions: To the Vendor's knowledge, the Company has not
                  been given written notice by an operator of the Facilities, in
                  accordance with the agreements so affected, that it will be
                  required to make any contribution under an agreement affecting
                  any of the Facilities by reason of the failure of another
                  co-owner to pay its share of costs and expenses associated
                  with such Facility.

         (r)      Quiet Enjoyment: Subject to the Permitted Encumbrances, those
                  Title Deficiencies waived or deemed to be waived by the
                  Purchaser, and to the rents, covenants, conditions and
                  stipulations in the Leases and any agreements pertaining to
                  the Lands and on the lessee's or holder's part thereunder to
                  be paid, performed and observed, the Company may enter into
                  and upon, hold and enjoy the Leases for the residue of their
                  respective terms and all renewals or extensions thereof for
                  the Company's own use and benefit without any interruption of
                  or by the Vendor or any other Person whomsoever claiming or to
                  claim by, through or under the Vendor.

<PAGE>   54
                                       18


3.14     LOANS TO EMPLOYEES, ETC.

         The Company does not now have and will at the Closing Date not have any
         indebtedness outstanding which is owed to or by present or former
         directors, officers, shareholders (including the Vendor or any Persons
         affiliated with or related to the Vendor) or employees or former
         employees of the Company.

3.15     INDEBTEDNESS BY VENDOR

         There was not at the Reference Time and there will not be prior to the
         Closing Date any indebtedness, liability or obligation owed to the
         Company to the Vendor or any Person affiliated with or related to the
         Vendor.

3.16     SECURITY INTERESTS

         Except for Permitted Encumbrances, none of the Assets is subject to any
         Security Interest created by, through or under the Company or any of
         its predecessor entities or the Vendor.

3.17     MATERIAL CONTRACTS

         The Company is not a party to any material contract other than
         contracts entered into in the ordinary course of business.

3.18     FINDERS FEES

         Neither the Vendor nor the Company has incurred any liability,
         contingent or otherwise, for brokers' or finders' fees in respect to
         this transaction for which the Purchaser shall have any obligation or
         liability.

3.19     LIMITATIONS

         The Vendor makes no representation or warranty whatsoever except as and
         to the extent expressly set forth in this Article 3. The Vendor
         disclaims any liability and responsibility for any representation or
         warranty which may have been made or alleged to have been made and
         which is contained in any instrument or document relative hereto or to
         the transactions herein provided for, or contained in any statement or
         information made or communicated (orally or in writing) to Purchaser
         including, without limitation of the generality of the foregoing, any
         opinion, information or advice which may have been provided to
         Purchaser by an officer, director, employee, agent, consultant or
         representative of the Vendor or the Company. Without limiting the
         generality of the foregoing, the Vendor makes no representations or
         warranties or covenants as to:

         (a)      the Company's title in or to the Assets except as, and only to
                  the extent, set forth in Article 3;

         (b)      the amounts, quality, recoverability or deliverability of
                  reserves of Petroleum Substances attributable to the Lands;
<PAGE>   55
                                       19

         (c)      the quality, fitness, condition or merchantability of all or
                  any of the Tangibles;

         (d)      any geological or other interpretations or economic
                  evaluations of the Assets;

         (e)      estimates of prices or future cash flows arising from the sale
                  of Petroleum Substances attributable to the Lands or estimates
                  of other revenues attributable to the Company or the Assets.

         The Purchaser acknowledges that it has made its own independent
         investigation, analysis, evaluation and verification of the Company and
         its interests in the Assets, including the Purchaser's own estimate and
         appraisal of the extent, value of the reserves of Petroleum Substances
         attributable to the Lands and of the condition and capacity of the
         Tangibles.

4.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1      The Purchaser represents and warrants to the Vendor as set forth below:

         (a)      Standing of the Purchaser: The Purchaser is and at the Closing
                  Date shall continue to be a corporation duly organized and
                  validly subsisting under the laws of its jurisdiction of
                  incorporation and has all requisite corporate power and
                  authority to own, lease and operate its properties and assets
                  and to carry on its business.

         (b)      Authority of the Purchaser: The Purchaser has all requisite
                  corporate power and authority to acquire the Shares and to
                  execute and deliver this Agreement and to consummate the
                  transactions contemplated hereby.

         (c)      Binding Agreement: This Agreement constitutes or will
                  constitute at the time of execution and delivery a legal,
                  valid and binding obligation of the Purchaser enforceable
                  against the Purchaser in accordance with its respective terms,
                  subject to (i) the qualification that such enforcement may be
                  subject to bankruptcy, insolvency, fraudulent preference,
                  reorganization or other laws affecting creditors' rights
                  generally, and (ii) general principles of equity (regardless
                  of whether such enforceability is considered in a proceeding
                  at equity or law).

         (d)      Not a Non-Canadian: The Purchaser is not a "non-Canadian
                  person" within the meaning, and or the purposes of the
                  Investment Canada Act.

         (e)      Finders Fees: The Purchaser has not incurred any liability,
                  contingent or otherwise, for brokers' or finders' fees in
                  respect to this transaction for which the Vendor shall have
                  any obligation or liability.

         (f)      Listing: The GEOCAN Shares shall be issued pursuant to an
                  exemption from the prospectus requirements of the Securities
                  Act (Alberta) and upon issuance shall be duly listed for
                  trading on the Canadian Venture Exchange.

         (g)      No Encumbrances: The GEOCAN Shares when issued shall be fully
                  paid and clear of any liens, encumbrances or claims of any
                  kind, subject to the Articles and bylaws of the Purchaser.
<PAGE>   56
                                       20


5.       ADDITIONAL AGREEMENTS AND COVENANTS - VENDOR

         The Vendor covenants and agrees with the Purchaser as follows:

5.1      CERTAIN CHANGES

         Subject to Section 5.3, without first obtaining the written consent of
         the Purchaser (which consent may not be unreasonably withheld), from
         the Reference Time until the Closing Date, the Vendor will ensure that
         the Company will not:

         (a)      make any material adverse change in the conduct of its
                  business and operations;

         (b)      amend, in any respect material to the Company, any contract or
                  agreement other than in the ordinary course of business;

         (c)      declare, set aside or pay any dividends, or make any
                  distributions in respect of its Shares or repurchase, redeem
                  or otherwise acquire any Shares, (ii) make any payments, by
                  way of bonuses, management fees, wages, salaries or otherwise
                  to the Vendor or any other Person, or (iii) incur, assume, pay
                  or otherwise become liable for any debts or charges to or for
                  the benefit of any Vendor or any Person affiliated with or
                  related to a Vendor;

         (d)      merge into or with or consolidate with any other corporation
                  or acquire all or substantially all of the business or assets
                  of any Person;

         (e)      make any changes to its constating documents or bylaws;

         (f)      purchase any securities of any Person;

         (g)      sell, lease or otherwise dispose of any of the Assets (the
                  extraction and sale of Petroleum Substances and the
                  consumption or other disposition of its assets and properties
                  in the ordinary course of business being excepted and
                  permitted) other than in the ordinary course of business;

         (h)      purchase, lease or otherwise acquire any Petroleum and Natural
                  Gas Rights or any interest in Petroleum Substances or real
                  property other than in the ordinary course of business;

         (i)      make any capital expenditures other than in the ordinary
                  course of business;

         (j)      amend, enter into or terminate any contracts material to the
                  Company other than in the ordinary course of business;

         (k)      initiate new operations, commit to drill any Well for its own
                  account, surrender Petroleum and Natural Gas Rights or abandon
                  any Wells other than in the ordinary course of business;

         (l)      make any offer of employment to any Person; terminate, except
                  for cause, the employment of any Person; or increase the
                  salary or benefits payable to any Person.
<PAGE>   57
                                       21


5.2      ACCESS

         The Vendor will cause the Company to afford to the Purchaser and its
         authorized representatives reasonable access from the date hereof until
         the Closing Date, to the Company's properties, books and records and
         will cause the Company to furnish to the Purchaser such additional
         financial and operating data and other information as it may reasonably
         request. The Vendor shall further cause the Company to co-operate with
         the Purchaser in arranging any such meetings as the Purchaser may
         reasonably request with shippers, suppliers or others who have or have
         had a business relationship with the Company and auditors or any other
         Persons engaged or previously engaged to provide services with respect
         to the Company's affairs.

5.3      CONDUCT OF BUSINESS; BUSINESS ORGANIZATION

         In the period from the date hereof until the Closing Date, the Vendor
         shall cause the Company to conduct, in accordance with generally
         accepted industry practices, such activities relative to the business
         of the Company as can reasonably be regarded as being in the ordinary
         course of business for the Company. The Company shall not conduct any
         activities with respect to the Assets which cannot reasonably be
         regarded as being in the ordinary course of business of the Company
         without the prior written consent of the Purchaser (which consent may
         not be unreasonably withheld), except as may be reasonably necessary to
         protect, ensure life and safety or to preserve the Assets or title to
         the Assets. If the Company desires to approve an A.F.E. as submitted by
         an operator where the Company's share of the costs thereunder is
         expected to exceed Twenty-five Thousand Dollars ($25,000.00), or
         renegotiate, amend, vary or alter any material contract for the sale or
         disposition of Petroleum Substances, the Vendor shall have the Company:

         (a)      notify the Purchaser of any such A.F.E. or any material
                  changes to any such contract or arrangement for the sale or
                  disposition of Petroleum Substances;

         (b)      permit the Purchaser to consult with the Company in respect of
                  such A.F.E. or change; and

         (c)      the Company shall be entitled to approve such A.F.E. or make
                  such change, notwithstanding the Purchaser's disagreement (if
                  any), if the Company is dealing at arm's length with the
                  remaining parties to the contract and, acting in good faith,
                  believes such approval or change is reasonable.

5.4      INSURANCE

         The Vendor will or will cause the Company to maintain existing policies
         of insurance and surety bonds in respect of the Assets of the Company.


<PAGE>   58

                                       22


6.       ADDITIONAL COVENANTS AND ACKNOWLEDGMENTS OF THE PARTIES

6.1      TAX MATTERS - POST CLOSING

         The Parties acknowledge that the Purchaser will be responsible for all
         of the Company's Taxes from and including the Reference Time forward
         and the Vendor will be responsible for all of the Company's Taxes up to
         the Reference Time. The Parties specifically agree in regard to Tax
         matters that:

         (a)      The Purchaser shall cause to be prepared and filed on a timely
                  basis, all Tax returns for the Company for any period which
                  ends on or before the Closing Date and for which Tax returns
                  have not been filed as of such date.

         (b)      The Tax returns to be filed after the Closing Date for the
                  period ending on or before the Closing Date shall be prepared
                  in a manner consistent with the Notional Tax Return.

         (c)      The Vendor and the Purchaser shall co-operate fully with each
                  other and make available to each other in a timely fashion
                  such data and other information as may reasonably be required,
                  including providing access to employees and to financial and
                  other records of the Company for the preparation of any Tax
                  return of the Company for a taxation year ending on or before
                  the Closing Date, and the conduct of any disputes relating
                  thereto, and shall preserve such data and other information
                  until the expiration of any applicable limitation period under
                  any applicable law with respect to Taxes.

         (d)      If the Company receives any assessment, reassessment, notice
                  of proposed reassessment, notice of audit or any other Tax
                  notice regarding the period prior to the Closing Date, the
                  Purchaser shall cause the Company to notify the Vendor,
                  co-operate with them in responding to such notices and to take
                  such steps as the Vendor may reasonably request so as to avoid
                  any further or incremental Tax obligation on the part of the
                  Vendor.

6.2      PUBLIC ANNOUNCEMENTS

         The Vendor and the Purchaser will consult with each other before they
         issue any press releases or otherwise make any public statements with
         respect to this Agreement or the transactions contemplated hereby and
         not, except to the extent required by law or by obligations pursuant to
         any listing agreement with any securities exchange on which any of the
         shares or other securities of the Purchaser may be listed, issue or
         make any such release or statement without the prior consent and joint
         approval of the Vendor and the Purchaser.

6.3      FURTHER ASSURANCES

         (a)      Subject to the terms and conditions of this Agreement, the
                  Vendor and the Purchaser will use all 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 under
                  applicable laws and regulations to obtain consents of all
                  Persons including all


<PAGE>   59
                                       23


                  governmental authorities necessary to the consummation of the
                  sale by or to it (as applicable) of the Shares pursuant to
                  this Agreement, or to carry out all of their respective
                  obligations under this Agreement and to consummate the
                  transactions contemplated by this Agreement.

         (b)      From time to time after the Closing Date, without further
                  consideration, each Party will, at its own expense, execute
                  and deliver such documents to any other Party as such Party
                  may reasonably request in order to consummate the transactions
                  contemplated by this Agreement.

6.4      INSURANCE

         At the Closing Date, the Purchaser will or will cause the Company to
         procure and maintain any and all policies of insurance and surety bonds
         as Purchaser or the Company, at its cost and expense, deems advisable.
         All risk of loss with respect to the Company or its properties shall
         pass to Purchaser on the Closing Date provided that after the Closing
         Date the Vendor shall administer claims under any insurance policies
         with respect to the Company or its properties, relating to or arising
         out of events occurring prior to the Closing Date which the Vendor
         agrees to assign to the Company as and if claims arise and notice
         thereof is given to the Vendor and provide reasonable co-operation to
         the Company with respect to making and prosecuting (at the Vendor's
         expense) any claims which are not assignable.

6.5      CONFIDENTIALITY

         (a)      Prior to the Closing Date, and subsequent to the Closing Date
                  if the sale contemplated herein does not close, the Purchaser
                  shall consider as confidential, shall not communicate to
                  others and shall use its best efforts to prevent those within
                  its employ or control from communicating to others, all
                  information which the Purchaser receives from the Vendor or
                  the Company pursuant to this Agreement other than information
                  which:

                  (i)      was in the possession of the Purchaser prior to its
                           receipt or acquisition hereunder;

                  (ii)     at the time of disclosure, is in the public domain;

                  (iii)    after disclosure, becomes part of the public domain
                           by publication or otherwise, through no act or
                           omission on the part of the Purchaser; or

                  (iv)     is required to be disclosed pursuant to the
                           applicable legislation, regulations or rules or by
                           the direction of any court, tribunal or
                           administrative body having jurisdiction.
<PAGE>   60

                                       24


7.       INDEMNITIES AND EXTENT AND SURVIVAL OF REPRESENTATIONS, WARRANTIES,
         COVENANTS AND AGREEMENTS

7.1      RESPONSIBILITY OF VENDOR

         Subject to Sections 7.3 and 7.4, the Vendor shall:

         (a)      be liable to the Purchaser for all losses, costs, damages
                  (excluding consequential damages) and expenses whatsoever
                  which the Purchaser may suffer, sustain, pay or incur; and

         (b)      indemnify and save the Purchaser and its directors, officers,
                  servants, agents and employees harmless from and against all
                  claims, liabilities, actions, proceedings, demands, losses,
                  costs, damages (excluding consequential damages) and expenses
                  whatsoever which may be brought against or suffered by the
                  Purchaser, its directors, officers, servants, agents or
                  employees or which they may sustain, pay or incur,

         as a direct result of any matter or thing arising out of, resulting
         from, attributable to or connected with any misrepresentation or breach
         of warranty made by the Vendor herein or in any document delivered in
         connection herewith in respect of which a written notice specifying the
         misrepresentation or breach is delivered by the Purchaser within the
         survival period in accordance with Section 7.4 or the failure of the
         Vendor to comply with, or the breach by the Vendor of, any of the
         covenants or agreements to be performed by the Vendor in this Agreement
         or in any document delivered concurrently herewith; or the obligation
         on the Company or the Purchaser to pay any additional Taxes, interest
         or penalties that may be assessed against the Company for any period of
         time up to the Reference Time; provided however, nothing in this
         Section 7.1, whether express or implied, shall be construed so as to
         cause the Vendor to indemnify the Purchaser in connection with any
         representation or warranty contained in Article 3 if and to the extent
         that the Purchaser did not rely upon such representation or warranty.

7.2      RESPONSIBILITY OF PURCHASER

         Subject to Sections 7.3 and 7.4, the Purchaser shall:

         (a)      be liable to the Vendor for all losses, costs, damages
                  (excluding consequential damages) and expenses whatsoever
                  which the Vendor may suffer, sustain, pay or incur, and

         (b)      indemnify and save the Vendor and his heirs harmless from and
                  against all claims, liabilities, actions, proceedings,
                  demands, losses, costs, damages (excluding consequential
                  damages) and expenses whatsoever which may be brought against
                  or suffered by the Vendor, or his heirs or which any of them
                  may sustain, pay or incur,

         as a direct result of any matter or thing arising out of, resulting
         from, attributable to or connected with: any misrepresentation or
         breach of warranty made by the Purchaser herein or in any document
         delivered in connection herewith in respect of which a written



<PAGE>   61
                                       25


         notice specifying the misrepresentation or breach is delivered by the
         Vendor within the survival period in accordance with Section 7.4 or the
         failure of the Purchaser to comply with, or the breach by the Purchaser
         of, any of the covenants or agreements to be performed by the Purchaser
         in this Agreement or in any document delivered concurrently herewith;
         provided however, nothing in this Section 7.2, whether express or
         implied, shall be construed so as to cause the Purchaser to indemnify
         the Vendor in connection with any representation or warranty contained
         in Article 4 if and to the extent that the Vendor did not rely upon
         such representation and warranty.

7.3      PROCEDURE - INDEMNITIES

         Any Party seeking indemnification hereunder shall give reasonably
         prompt notice thereof to the Party from whom indemnification is sought.
         The Party from whom indemnification is sought shall have the sole right
         to conduct, settle or otherwise dispose of any legal action in respect
         of which indemnification is sought in any manner it deems appropriate
         without the consent of the other Party if but only if it has agreed
         that the matters in the action are indemnified pursuant to this Article
         7.

7.4      SURVIVAL

         Notwithstanding the completion of the transaction contemplated by this
         Agreement or any investigation made by or on behalf of any party
         hereto, the representations, warranties, covenants, agreements and
         indemnities of the Vendor and the Purchaser contained in this Agreement
         and contained in any document or certificate given pursuant to this
         Agreement shall survive the closing and continue in full force and
         effect for a period of two years (and for a period of four years in
         respect of the indemnity for Taxes set out in Section 7.1). No claims
         with respect to representations, warranties, covenants, agreements and
         indemnities of the Vendor and Purchaser contained in this Agreement or
         in any document or certificate given pursuant to the provisions hereof
         shall be made by any party unless notice in writing thereof has been
         given by the party making the claim to the other party within two years
         or four years, as applicable, of the Closing Date. Notwithstanding
         anything contained in this Agreement, Purchaser shall have no remedy or
         cause of action for a breach of any representation or warranty in
         regard to any circumstance, matter or thing actually known to the
         Purchaser or any employee, agent, consultant or representative thereof,
         as at the Closing Date.

8.       MISCELLANEOUS

8.1      FURTHER ASSURANCES

         The Vendor and the Purchaser shall from time to time execute and
         deliver all such further documents and instruments and do all acts and
         things as the other Party may, either before or after the Closing Date,
         reasonably require to effectively carry out or better evidence or
         perfect the full intent and meaning of this Agreement.

<PAGE>   62
                                       26


8.2      TIME OF THE ESSENCE

         Time shall be of the essence of this Agreement.

8.3      FEES

         Each of the Parties hereto shall pay their respective legal and
         accounting costs and expenses incurred in connection with the
         preparation, execution and delivery of this Agreement and all documents
         and instruments executed pursuant hereto and any other costs and
         expenses whatsoever and howsoever incurred. Any legal, accounting and
         brokerage fees, costs and expenses incurred by the Company prior to
         Closing in connection with this transaction shall be the responsibility
         of and be paid by the Vendor.

8.4      BENEFIT OF THE AGREEMENT

         This Agreement shall enure to the benefit of and be binding to the
         respective heirs, executors, administrators, successors and permitted
         assigns of the Parties hereto.

8.5      ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Parties
         with respect to the subject matter hereof and cancels and supersedes
         any prior understandings and agreements between the Parties hereto with
         respect thereto. There are no representations, warranties, terms,
         conditions, undertakings or collateral agreements, express, implied or
         statutory, between the Parties other than as expressly set forth in
         this Agreement.

8.6      AMENDMENTS AND WAIVER

         No modification of or amendment to this Agreement shall be valid or
         binding unless set forth in writing and duly executed by all of the
         Parties hereto and no waiver of any breach of any term or provision of
         this Agreement shall be effective or binding unless made in writing and
         signed by the party purporting to give the same and, unless otherwise
         provided, shall be limited to the specific breach waived.

8.7      ASSIGNMENT

         This Agreement may not be assigned by any of the Parties hereto without
         the written consent of all other Parties.

8.8      NOTICES

         Any demand, notice or other communication to be given in connection
         with this Agreement shall be given in writing and shall be given by
         personal delivery, by registered mail or by electronic means of
         communication addressed to the recipient as follows:

<PAGE>   63
                                       27


         To the Vendor:

                  21 Edge Park Place N.W.
                  Calgary, Alberta  T2P 4P7

                  Attention:        Bradley Farris
                  Facsimile:        (403) 261-3834

         To the Purchaser:

                  800, 717 - 7th Avenue S.W.
                  Calgary, Alberta T2P 0Z3

                  Attention:        Wayne Wadley, President
                  Facsimile:        (403) 261-3834

         or to such other address, individual or electronic communication number
         as may be designated by notice given by any party to the others. Any
         demand, notice or other communication given by personal delivery shall
         be conclusively deemed to have been given on the day of actual delivery
         thereof if a Business Day and if not on the next following Business Day
         and, if given by registered mail, on the twelfth Business Day following
         the deposit thereof in the mail and, if given by electronic
         communication, on the day of transmittal thereof if given during the
         normal business hours of the recipient and on the Business Day during
         which such normal business hours next occur if not given during such
         hours on any day. If the Party giving any demand, notice or other
         communication knows or ought reasonably to know of any difficulties
         with the postal system which might affect the delivery of mail, any
         such demand, notice or other communication shall not be mailed but
         shall be given by personal delivery or by electronic transmission.

8.9      GOVERNING LAW

         This Agreement shall in all respects be governed by, and construed in
         accordance with, the laws of the Province of Alberta, including all
         matters of construction, validity and performance. The Vendor and
         Purchaser hereby consent and irrevocably attorn to the jurisdiction of
         the courts of the Province of Alberta for all disputes relating to the
         construction, interpretation, enforcement and performance of this
         Agreement, hereby waiving all defences based on venue or convenience of
         forum or service of process outside of such jurisdiction.

8.10     EXECUTION

         This Agreement may be executed in one or more counterparts, each of
         which shall be deemed an original but all of which together shall
         constitute one and the same instrument. The Parties shall be entitled
         to rely on delivery of an executed facsimile copy of this Agreement and
         such facsimile copy shall be legally effective to create a valid and
         binding agreement between the Parties hereto.


<PAGE>   64
                                       28


8.11     INTERIM PERIOD

         Notwithstanding that the within purchase and sale transaction will be
         closed and completed on a date following the Reference Time, the
         Parties acknowledge and agree that as between the Parties such
         transaction is being treated as taking effect as of the Reference Time,
         such that the Purchaser will receive the benefit of the Shares as of
         the Reference Time and that from and after the Reference Time and as
         between the Parties (upon the execution hereof) the Purchaser will be
         treated as the beneficial owner of the Shares, and the Company is
         entitled to all income and profits derived from or in connection with
         the Assets from and after the Reference Time. The Vendor hereby
         acknowledges that upon execution hereof it has held the Shares as bare
         trustee only for and on behalf of the Purchaser and shall account to
         the Purchaser in respect thereof pursuant to the terms of this
         Agreement.

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


Vendor:


-----------------------------               ------------------------------------
Witness                                     BRADLEY FARRIS


-----------------------------               ------------------------------------
Witness                                     JULIE FARRIS


-----------------------------               ------------------------------------
Witness                                     BRADLEY FARRIS, on behalf of Brendan
                                            Farris, a minor

                                            GEOCAN ENERGY INC.

                                            Per:
                                                 -------------------------------

                                            Per:
                                                 -------------------------------


<PAGE>   65


                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
        among Bradley Farris, Julie Farris, and Brendan Farris, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================

                                     PART I

                                LANDS AND LEASES


<TABLE>
<CAPTION>

                                                                 COMPANY'S
        LEASE                          LANDS                  WORKING INTEREST                ENCUMBRANCES
---------------------            --------------------     ------------------------   ----------------------------------
<S>                              <C>                      <C>                        <C>
STAPLEHURST
Alberta Crown PNG                NE1/424-50-1-W4M                    6%              (a)      Crown Royalty; and
Lease No. 0497100414             to basement                                         (b)      Overriding Royalty
                                                                                              of 1/150 bbls/month
                                                                                              (min. 5%, max.
                                                                                              15%)


Alberta Crown PNG                Lsds 13 and 14-50-                  6%              (a)      Crown Royalty; and
Lease No. 0497100415             1-W4M to basement                                   (b)      Overriding Royalty
                                                                                              of 1/150 bbls/month
                                                                                              (min. 5%, max.
                                                                                              15%)
</TABLE>

<PAGE>   66


                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
        among Bradley Farris, Julie Farris and Brendan Farris, as Vendor
                      and GEOCAN Energy Inc., as Purchaser



================================================================================


                                     PART II

                                   FACILITIES




Nil.


<PAGE>   67
                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
        among Bradley Farris, Julie Farris and Brendan Farris, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================


                                    PART III

                                      WELLS


         Timberwolf et al 10C Lloyd 10-24-50-1-W4M
         Timberwolf et al Lloyd 14-24-50-1-W4M
         Timberwolf et al 15A Lloyd 15-24-50-1-W4M



<PAGE>   68



                                  SCHEDULE "B"

                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
        among Bradley Farris, Julie Farris and Brendan Farris, as Vendor
                      and GEOCAN Energy Inc., as Purchaser



================================================================================



                           WORKING CAPITAL ADJUSTMENTS

2.2.1      PURCHASE PRICE ADJUSTMENT: The Basic Purchase Price shall be
           increased or decreased, as the case may be, by the amount of the
           value of Working Capital as at the Reference Time as finally
           determined in accordance with this Schedule "B", including as a
           current liability, the amount of any Tax payable as determined in the
           Notional Tax Return.

2.2.2      ESTIMATED WORKING CAPITAL: Three (3) Business Days prior to the
           Closing Date, the Vendor shall, at the Vendor's cost and expense,
           prepare a trial balance for the Company, estimating the Working
           Capital as at the Reference Time (the "Estimated Working Capital").
           For purposes of closing, the Basic Purchase Price shall be increased
           or decreased, as the case may be, on the basis contemplated in
           Section 2.2.1 utilizing the Estimated Working Capital.

2.2.3      WORKING CAPITAL REPORT: As soon as is practicable following the
           Closing Date, the Purchaser shall cause the Company to obtain all
           documentation necessary to complete preparation of the Company's
           financial statements as at the Closing Date. Forthwith thereupon, the
           Vendor shall, on behalf of the Company, at the Vendor's cost and
           expense, prepare a final statement of Working Capital as at the
           Reference Time (the "Working Capital Report") as well as the
           Company's financial statements as at the Closing Date and to report
           thereon to the Purchaser as soon as practicable, and in any event not
           later than 30 days following the Closing Date. The Purchaser shall be
           entitled, at its sole cost and expense, to review and have its
           accountants and its employees review the working papers prepared by
           the Vendor for the Working Capital Report and to comment thereon as
           the Purchaser deems appropriate. Any dispute arising between the
           Vendor and the Purchaser as to the determination of Working Capital
           set forth in the Working Capital Report or the Notional Tax Return
           shall be settled by arbitration in accordance with the provisions of
           Section 2.2.7.

2.2.4      PAYMENTS. Upon receipt of the Working Capital Report and the
           determination of Working Capital thereunder:

                    (a)    if Working Capital exceeds Estimated Working Capital,
                           then the Purchaser shall, within 10 days of
                           completion of the Working Capital Report, pay an
                           amount equal to the difference between such amounts
                           to Vendor together with interest on the amount of
                           such difference calculated at the Prime Rate plus one
                           percent (1%) from and including the Closing Date to
                           and including the day prior to the date of payment;
                           and



<PAGE>   69


                                        2

                    (b)    if Working Capital is less than Estimated Working
                           Capital, then the Vendor shall within 10 days of
                           completion of the Working Capital Report, pay an
                           amount equal to the difference between such amounts
                           to the Purchaser, together with interest on the
                           amount of such difference calculated at the Prime
                           Rate plus one percent (1%) from and including the
                           Closing Date to and including the day prior to the
                           date of payment.

2.2.5      FURTHER ACCOUNTING AND ADJUSTMENTS. The Parties foresee that certain
           adjustments with respect to Working Capital may be necessary from
           time to time after the 30-day period referred to in Section 2.2.3,
           including, but not limited to:

                    (a)    any amounts which are to be paid to the Company or
                           the Purchaser at any time after the Closing Date out
                           of or in any way relating to royalty calculations in
                           respect of the Petroleum and Natural Gas Rights;

                    (b)    matters relating to Company's Taxes for any taxation
                           period or deemed taxation period ending on or before
                           Reference Time; and

                    (c)    any matters which the Purchaser or the Vendor have
                           given notice to the other within the said 30-day
                           period.

           Each of the Parties agrees to co-operate fully in calculating and
           confirming the amount of any payment that may be necessary as a
           result of such adjustments and agrees to make payment in such event.
           In this respect, any adjustments to Working Capital occurring more
           than 30 days after Closing Date shall be made as they occur and
           payment shall, in accordance with Section 2.2.4, be made with respect
           thereto within 15 days of each such adjustment being determined and
           notice thereof being given by one Party to the other Party. Any
           amount of interest and penalties payable by or to Third Parties, in
           respect of any adjustments under this paragraph, shall also be
           adjusted between the Vendor and the Purchaser as they occur and
           payment made within such 15-day period. Interest on the amount of
           such adjustment (including amounts, if any, for interest and
           penalties) calculated at the Prime Rate plus one percent (1%) from
           and including the date one Party receives notice of the adjustment
           from the other Party to and including the day prior to the date of
           payment, shall be payable to the Party entitled to the adjustments.
           No adjustment shall be made to Working Capital pursuant to this
           Schedule after one year following the Closing Date (four years
           following the Closing Date for Taxes), except where a Party shall
           have given written notice of its claim, with reasonable particulars,
           to the other prior to the expiry of such one year period, objecting
           to the determination of Working Capital, which notice shall also
           include the reasons for the objection. Any dispute arising between
           Vendor and Purchaser as to adjustments shall be settled by
           arbitration in accordance with the provisions of Section 2.2.7.

2.2.6      Adjustment Principles: For greater certainty, the following
           principles shall be employed in any determination of Working Capital
           or any adjustment required thereto in accordance with this Schedule:

                    (a)    Subject to other provisions of this Section 2.2.6,
                           all benefits, income, costs and expenses of every
                           kind and nature relating to the Assets, including,


<PAGE>   70
                                       3


                           without limitation, maintenance, capital and
                           operating costs, processing fees, lease rentals and
                           the proceeds from the sale of production, shall be
                           determined as of the Reference Time on an accrual
                           basis (and in respect of Taxes as set forth in the
                           Notional Tax Return, as of the Reference Time) and,
                           without limiting the generality of the foregoing:

                             (a)    adjustments for costs or work performed and
                                    goods supplied in connection with the
                                    operation and development of the Assets
                                    shall be made on the basis of the date upon
                                    which the work was performed or the goods
                                    were supplied;

                             (b)    adjustments for revenues from the sale of
                                    production shall be made on the basis of the
                                    date of production; and

                             (c)    adjustments for royalty payments and
                                    expenses relating to or from the sale of
                                    production shall be made on the basis of the
                                    date of production.

                    (b)      The Basic Purchase Price shall be adjusted upwards
                             by an amount equal to the market value of Petroleum
                             Substances attributable to the Assets which
                             Petroleum Substances have been sold prior to the
                             Reference Time and for which the Company has not
                             received full payment, plus an amount equal to the
                             market value of Petroleum Substances attributable
                             to the Assets which Petroleum Substances have been
                             produced but not sold prior to the Reference Time.

                    (c)      The Vendor and the Purchaser, at its own cost, and
                             its authorized representatives, shall have the
                             right exercisable upon 15 days' written notice to
                             the other, to examine, copy and audit the records
                             of the other and the Company that are relevant to
                             effecting the adjustments pursuant to this
                             Schedule. The rights hereunder shall survive for
                             all matters for a period of two years from the
                             Closing Date and for Tax matters a period of four
                             years from the Closing Date.

2.2.7      ARBITRATION. If the Parties fail to reach agreement as to the
           calculation or determination of Working Capital or the Notional Tax
           Return pursuant to this Schedule, or otherwise as provided in the
           Agreement, the matter in dispute shall be resolved by a single
           arbitrator pursuant to the provisions of The Arbitration Act
           (R.S.A.). In making a determination as to the amount of the proposed
           adjustments to the Basic Purchase Price, the Working Capital or the
           Notional Tax Return, the arbitrator shall hear submissions from one
           individual as representative of the Vendors (as a group) and the
           Purchaser, respectively, as to their respective determinations of the
           proposed Basic Purchase Price adjustment, the Working Capital or the
           Notional Tax Return and then the arbitrator shall choose either the
           determination of the proposed Basic Purchase Price adjustment, the
           Working Capital or the Notional Tax Return by the Vendors or the
           determination of the proposed Basic Purchase Price adjustment, the
           Working Capital or the Notional Tax Return by the Purchaser. The
           arbitrator shall have access to the working papers prepared by each
           of the Vendors and the Purchaser relating to their respective
           determinations of Working Capital and the Notional Tax Return. Any


<PAGE>   71

                                        4


           decision of the arbitrator pursuant to this Agreement shall be final
           and binding on the Parties and shall not be subject to review. All
           costs of the arbitration shall be borne by the Vendors as to one-half
           and the Purchaser as to one-half.

<PAGE>   72


                                        4

                                  SCHEDULE "C"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
        among Bradley Farris, Julie Farris and Brendan Farris, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================



                              FINANCIAL STATEMENTS


<PAGE>   73



                                  SCHEDULE "D"


                attached to and forming part of a Share Purchase
               Agreement made as of the 31st day of October, 2000
        among Bradley Farris, Julie Farris and Brendan Farris, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================



                               NOTIONAL TAX RETURN



<PAGE>   74

                             TRI-TECH RESOURCES LTD.

                            SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated this 1st day of October, 2000;

AMONG:

            LARRY MCMINN, an individual residing in Calgary, Alberta (the
            "VENDOR")

                                     - and -


            GEOCAN ENERGY INC., a corporation with offices in Calgary,
            Alberta (the "PURCHASER"),

      WHEREAS the Vendor is the registered and beneficial owner of all the
issued and outstanding shares of the Company;

      AND WHEREAS the Vendor has agreed to sell and transfer, and the Purchaser
has agreed to purchase and accept, on the terms and conditions herein set forth,
all the Vendor's right, title, estate and interest in and to the Shares;

      NOW THEREFORE THIS AGREEMENT WITNESSETH THAT, in consideration of the
premises and of the respective covenants and agreements of the Parties
hereinafter set forth, the Parties hereby covenant and agree with one another as
follows:

It is agreed as follows:

1.    INTERPRETATION

1.1   DEFINITIONS

      In this Agreement, including the recitals and the Schedules hereto:

      "AGREEMENT" or "THIS AGREEMENT" means this share purchase agreement as
      amended from time to time after the date hereof in the manner herein
      provided; the terms "HEREIN", "HERETO", "HEREOF", "HEREUNDER", "HEREBY"
      and similar terms mean and refer to this Agreement and not, unless a
      particular provision is expressly stipulated, to any particular provision.

      "ASSETS" means the assets of the Company, including the Petroleum and
      Natural Gas Rights, the Tangibles and the Miscellaneous Interests.

      "BASIC PURCHASE PRICE" has the meaning ascribed thereto in Section 2.2(a).

      "BUSINESS DAY" means any day, other than a Saturday or Sunday, or a
      statutory holiday in Calgary, Alberta.
<PAGE>   75
                                        2


      "CLOSING" means the completion of the purchase and sale of the Shares as
      contemplated by this Agreement.

      "CLOSING DATE" means October 1, 2000, or such other date as the Vendor and
      the Purchaser agree in writing.

      "COMPANY" means Tri-Tech Resources Ltd., a corporation incorporated
      pursuant to the laws of Alberta with offices in the City of Calgary.

      "ENVIRONMENTAL DEFICIENCY" means any (i) ground water, surface water or
      aquifer contamination, (ii) soil contamination, (iii) toxic or hazardous
      substance emission, or (iv) corrosion or deterioration of structures,
      equipment and other property, the occurrence or existence of which could
      reasonably be expected to give rise to criminal, quasi-criminal or civil
      liability on the part of the Vendor or a transferee of the Assets, under
      presently subsisting Environmental Law.

      "ENVIRONMENTAL LAW" means any federal, provincial or local statute,
      regulation or rule, any judicial or administrative order or judgement or
      written administrative request of any governmental or regulatory body
      having jurisdiction, and any provision or condition of any permit, license
      or other governmental operating authorization, applicable to the Vendor or
      the Assets and relating to protection of the environment, persons or the
      public welfare from actual or potential exposure (or the effects of
      exposure) to any actual or potential release, discharge, spill or emission
      (whether past or present) of, or regarding the manufacture, processing,
      production, gathering, transportation, use, treatment, storage or disposal
      of, any chemical, raw material, pollutant, contaminant or toxic, corrosive
      or hazardous substance or waste.

      "FACILITIES" means the specified interest of the Company in all facilities
      described in Schedule "A", Part II.

      "FINANCIAL STATEMENTS" means the financial statements of the Company
      attached hereto as Schedule "C" for the previous one year together with
      unaudited interim financial statements for the period ending September 30,
      2000.

      "GAAP" means Canadian generally accepted accounting principles from time
      to time prescribed by the Canadian Institute of Chartered Accountants, or
      any successor institute, applicable on a consistent basis.

      "GEOCAN SHARES" means 120,000 common shares of the Purchaser.

      "LANDS" means the lands set forth and described in Schedule "A", Part I,
      insofar as rights to the Petroleum Substances underlying those Lands are
      granted by the Leases.

      "LEASES" means, collectively, the leases, reservations, permits, licenses,
      certificates of title or other documents of title set forth and described
      in Schedule "A", Part I (or any replacement thereof, renewal or extension
      thereof or leases derived therefrom) by virtue of which the holder thereof
      is entitled to drill for, win, take, own and remove Petroleum Substances
      within, upon or under all or any part of the Lands.
<PAGE>   76
                                        3


      "MISCELLANEOUS INTERESTS" means the interests of the Company in and to all
      property, assets and rights pertaining or ancillary to the Petroleum and
      Natural Gas Rights, the Lands, the Leases and the Tangibles (other than
      the Petroleum and Natural Gas Rights, the Lands, the Leases and the
      Tangibles) and to which the Company is entitled at the Closing Date
      including, but not in limitation of the generality of the foregoing, such
      interests of the Company in:

      (a)   all contracts, agreements, documents, production sales contracts,
            books and records relating to the interest of the Company in the
            Petroleum and Natural Gas Rights, the Lands, or the Tangibles, and
            any and all rights in relation thereto;

      (b)   all engineering and production data and information directly related
            to the Petroleum and Natural Gas Rights and the Tangibles which are
            in the custody of the Company or to which it is entitled including,
            without limitation, all Proprietary Technical Information;

      (c)   all subsisting rights to enter upon, use and occupy the surface of
            the Lands or any lands which same have been pooled or unitized or
            the sites of any Tangibles or any lands which are used to gain
            access to any of the foregoing;

      (d)   existing Well bores and downhole casing; and

      (e)   all well, pipeline and other permits, licences and authorizations
            relating to the Petroleum and Natural Gas Rights, the Lands (or any
            lands with which the Lands have been pooled or unitized) and the
            Tangibles.

      "NOTIONAL TAX RETURN" means the pro forma Tax return of the Company,
      including financial statements of the Company as at September 30, 2000,
      attached as Schedule "D" for the period from the date of the Company's
      last Tax return to the Reference Time.

      "PARTIES" means the parties to this Agreement and their respective
      successors and permitted assigns and "PARTY" means any one of them.

      "PERMITTED ENCUMBRANCES" means:

      (a)   the encumbrances identified in Schedule "A", Part I;

      (b)   easements, rights of way, servitudes or other similar rights in land
            including, without limiting the generality of the foregoing, rights
            of way and servitudes for railways, roads, sewers, drains, gas and
            oil pipelines, gas and water mains, electric light, power,
            telephone, telegraph or cable television conduits, poles, wires and
            cables;

      (c)   the right reserved to or vested in any government or other public
            authority to terminate any of the Leases or to require annual or
            other periodic payments as a condition of the continuance thereof;
<PAGE>   77
                                       4


      (d)   rights reserved to or vested in any municipality or governmental,
            statutory or public authority to control or regulate any of the
            Assets in any manner, and all applicable laws, rules and orders of
            any governmental authority;

      (e)   the right reserved to or vested in any government or other public
            authority to levy taxes on Petroleum Substances or the income or
            revenue therefrom;

      (f)   governmental requirements as to production rates on the operations
            of any property or otherwise affecting the value of any property;

      (g)   undetermined or inchoate liens incurred or created as security in
            favour of the person conducting the operation of any of the Assets
            for the Company's proportion of the costs and expenses of such
            operations which costs and expenses are not delinquent as of the
            Closing Date;

      (h)   liens granted in the ordinary course of business to a public
            utility, municipality or governmental authority in connection with
            operations conducted with respect to the Assets;

      (i)   provisions for penalties and forfeitures under agreements as a
            consequence of non-participation in operations;

      (j)   the reservations, limitations, provisos and conditions in any
            original grants from the Crown of any of the Lands or interests
            therein and statutory exceptions to title and the terms and
            conditions of the Leases; and

      (k)   provisions in agreements and plans effecting pooling or unitization.

      "PERSON" means an individual, a partnership, a corporation, a trust, an
      unincorporated organization, a union, a government or any department or
      agency thereof and the heirs, executors, administrators or other legal
      representatives of an individual.

      "PETROLEUM AND NATURAL GAS RIGHTS" means the interests of the Company in
      and to the Lands and the Leases as set forth in Schedule "A", Part I.

      "PETROLEUM SUBSTANCES" means petroleum, natural gas, related hydrocarbons
      and any other substances, whether liquid, solid or gaseous, produced in
      association with such petroleum, natural gas or related hydrocarbons,
      insofar as rights to the same are granted by way of the Leases.

      "PLACE OF CLOSING" means the offices of Borden Ladner Gervais LLP,
      Calgary, Alberta or such other place as may be agreed upon in writing by
      the Vendor and the Purchaser.

      "PRIME RATE" means the annual prime lending rate used from time to time by
      Alberta Treasury Branches, Main Branch, Calgary, Alberta, for loans made
      in Canada in Dollars to the bank's preferred commercial borrowers.
<PAGE>   78
                                      5


      "PROPRIETARY TECHNICAL INFORMATION" means all surveyors' ground elevation
      records (whether vertical or horizontal), shot point maps, drillers' logs,
      shooters' records, observer reports and seismograph records, seismograph
      magnetic tapes, stacked and migrated tapes, monitor records, field records
      or tapes, record sections and processed seismic sections obtained in or
      resulting from any seismograph survey conducted on or near the Lands, and
      geological or geophysical studies and further appraisals or
      interpretations of same conducted on or near the Lands and owned by the
      Vendor or to which the Vendor is entitled and, without limitation, such
      Proprietary Technical Information includes any and all copies of such
      items whether in hard, digital, magnetic, electronic or any other form.

      "PURCHASE PRICE" has the meaning ascribed thereto in Section 2.2(c).

      "REFERENCE TIME" means 12:01 a.m. (Mountain Time) at Calgary, Alberta, on
      October 1, 2000.

      "SECURITY INTEREST" means any mortgage, charge, pledge, lien, hypothec,
      encumbrance, conditional sale, assignment by way of or in effect as
      security, or security interest whatsoever.

      "SHAREHOLDER DEBT" means any indebtedness, liability or obligation owed by
      the Company to the Vendor or any Person affiliated with or related to the
      Vendor.

      "SHARES" means all of the issued and outstanding shares of the Company on
      the Closing Date and includes any instruments or rights capable of being
      converted into, exchanged, for or exercised for previously unissued shares
      of any class of the Company or giving the holder the right on the
      occurrence of any event or events, including on the payment of money,
      whether or not such event or events have occurred, to require delivery of
      previously unissued shares of any class to be issued by the Company, and
      includes options, warrants, conversion or exchange privileges and similar
      rights.

      "TANGIBLES" means the interests of the Company in and to the Facilities,
      and all other tangible depreciable property and assets situate in, on or
      about the Lands or lands pooled or unitized therewith, including the
      Wells, used in connection therewith or with production, gathering,
      processing, transmission, measurement or treatment operations relating to
      the Petroleum and Natural Gas Rights.

      "TAX" or "TAXES" means all income, capital, gross receipts, sales, use,
      franchise, profits, property, customs duties, withholding, goods and
      services, or other taxes, fees, assessments or charges of' any kind
      whatsoever (including Alberta Energy Utility Board taxes and levies),
      together with any interest and any penalties, additions to tax or
      additional amounts imposed by any taxing authority.

      "WELLS" means all of the wells that are located on the Lands whether
      producing, suspended, previously abandoned or used as water source,
      injection, observation or disposal wells.

      "WORKING CAPITAL" means the aggregate of the Company's current assets less
      the aggregate of the Company's current liabilities as at the Reference
      Time as shown in the
<PAGE>   79
                                       6


      financial statements attached to the Notional Tax Return, all of which
      shall be determined in accordance with GAAP, subject to adjustment on the
      basis provided for in Schedule "B".

1.2   SCHEDULES

      The following are the Schedules annexed hereto and incorporated by
      reference and deemed to be a part hereof:

      Schedule "A"   -  Part I Lands and Leases; Part II Facilities; Part III
                        Wells
      Schedule "B"   -  Working Capital Adjustments;
      Schedule "C"   -  Financial Statements;
      Schedule "D"   -  Notional Tax Return

      All Schedules hereto are by this reference incorporated into and are part
      of this Agreement as fully as though contained in the body of this
      Agreement; provided that wherever any provision of any Schedule to this
      Agreement conflicts with any provision in the body of this Agreement, the
      provisions of the body of this Agreement shall prevail. References herein
      to a "Schedule" shall mean a reference to a Schedule to this Agreement.
      References in any Schedule to "the Agreement" or "this Agreement" shall
      mean a reference to this Agreement. References in any Schedule to another
      Schedule shall mean a reference to a Schedule to this Agreement.

1.3   VENDOR KNOWLEDGE

      Where in this Agreement, or in any certificate or document delivered in
      connection herewith or to effect any of the transactions contemplated
      hereby, any statement, representation or warranty is made as to, or as
      being based on, the knowledge, information or belief of the Vendor, such
      knowledge, information or belief consists only of the actual knowledge,
      information or belief of the Vendor as the case may be.

1.4   CURRENCY

      References in this Agreement to "dollars" or "$" are to dollars of the
      lawful money of Canada for the payment of public and private debts.

1.5   ACCOUNTING TERMS

      All accounting terms not otherwise defined in this Agreement have the
      meanings assigned to them in accordance with GAAP, and except as otherwise
      expressly provided herein, all accounting or financial calculations
      required or permitted under this Agreement shall be made on the basis of
      GAAP applied on a consistent basis.

1.6   MEANING NOT AFFECTED BY DIVISION, HEADINGS OR TABLE OF CONTENTS

      The division of this Agreement and the provision of headings or a table of
      contents for all or any thereof are for convenience of reference only and
      shall not affect the meaning of this Agreement.
<PAGE>   80
                                       7


1.7   INVALIDITY OF PROVISIONS

      If any of the provisions of this Agreement should be invalid, illegal or
      unenforceable in any respect, the validity, legality or enforceability of
      the remaining provisions contained herein shall not in any way be affected
      or impaired thereby.


2.    PURCHASE AND SALE; CLOSING

2.1   SALE OF SHARES

      Upon the terms and subject to the conditions of this Agreement, the
      Purchaser will purchase the Shares from the Vendor and make payment
      therefor to the Vendor and the Vendor will sell, assign and deliver the
      Shares to the Purchaser upon receipt of payment therefor.

2.2   PURCHASE PRICE

      In consideration of the sale, assignment and delivery by the Vendor of the
      Shares the Purchaser shall pay to the Vendor the Purchase Price,
      determined pursuant to this Section 2.2, such amount, subject to
      subsequent adjustments herein provided for, to be paid on the Closing Date
      in the manner provided for in Section 2.5.

      (a)   The Purchaser will pay or cause to be paid to the Vendor in the
            aggregate $210,000 (the "BASIC PURCHASE PRICE"), subject to
            adjustment and to the further payments as provided for in this
            Section 2.2;

      (b)   The Basic Purchase Price shall be adjusted by an increase or
            decrease as the case may be for the amount of Working Capital as
            finally determined in accordance with Schedule "B"; and

      (c)   The Basic Purchase Price as adjusted pursuant to Section 2.2(b), is
            herein called the "PURCHASE PRICE".

2.3   TIME AND PLACE OF CLOSING

      Upon the terms and conditions of this Agreement, the completion of the
      transfer of the Shares by the Vendor to the Purchaser and the payment by
      the Purchaser to the Vendor of the Purchase Price will take place at the
      Place of Closing at 10:00 a.m. (Calgary time) on the Closing Date. All
      adjustments contemplated by this Agreement shall be effective as of the
      Reference Time.

2.4   DELIVERIES BY THE VENDOR

      On the Closing Date the Vendor will deliver or cause to be delivered to
      the Purchaser, in form and content satisfactory to the Purchaser, the
      following:
<PAGE>   81
                                        8


      (a)   certificates representing the Shares, accompanied by stock transfer
            powers of attorney duly executed in blank or duly executed
            instruments of transfer, and any other documents necessary to
            transfer to the Purchaser good title to the Shares;

      (b)   the resignations of all members of the board of directors of the
            Company, and the resignations of all officers of the Company
            together with general releases of the Company by each of its
            directors and officers;

      (c)   original share books, share ledgers and minute books and corporate
            seals of the Company as well as all tax records (including tax
            returns, notices of assessment, reassessments and tax
            correspondence), environmental, health and safety files, Worker's
            Compensation files and other books and records belonging to and
            relating to the business and operations of the Company;

      (d)   the certificates referred to in Sections 2.6(a), (b) and (d) dated
            the Closing Date duly signed on its behalf;

      (e)   a certified copy of a resolution of the Board of Directors of the
            Company approving the transfer of the Shares by the Vendor to the
            Purchaser;

      (f)   all other documents, instruments and writings reasonably required to
            be delivered by the Vendor at the Closing Date pursuant to this
            Agreement or otherwise required in connection herewith;

      (g)   substantially all books, records, files (including lease, contract,
            well and unit files), reports, studies, maps, drawings, logs and
            other documentary materials of any nature whatsoever pertaining to
            the Assets, including, without limitation, all geological and
            engineering reports, records, maps, drawings, logs and other data
            relating to the Lands; and

      (h)   a Certificate of Status for the Company issued under the laws of the
            Province of Alberta.

2.5   DELIVERIES BY THE PURCHASER

      On the Closing Date the Purchaser will deliver the following to the
Vendor:

      (a)   the cash portion of the Purchase Price in the amount of $150,000
            (subject to adjustment as contemplated in Section 2.2(b)) by a
            certified cheque, bank draft or such other means as are agreed upon
            by the Vendor and the Purchaser to the Vendor;

      (b)   the share portion of the Purchase Price by the issuance of the
            GEOCAN Shares at an assigned value of $0.50 per share to the Vendor;

      (c)   the certificates referred to in Sections 2.7(a) and (b) dated the
            Closing Date duly signed on its behalf; and
<PAGE>   82
                                        9


      (d)   all other documents, instruments and writings reasonably required to
            be delivered by the Purchaser at the Closing Date pursuant to this
            Agreement or otherwise required in connection herewith.

2.6   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PURCHASER TO CLOSE

      The obligation of the Purchaser to complete the transactions contemplated
      hereby is subject to the fulfilment, on or prior to the Closing Date, of
      the following conditions precedent, each of which is for the exclusive
      benefit of the Purchaser and any one or more of which may be expressly
      waived, in whole or in part, by the Purchaser:

      (a)   the representations and warranties of the Vendor contained in
            Article 3 shall have been true on and as of the date made and on and
            as of the Closing Date as if made then and a certificate to that
            effect from the Vendor shall have been delivered to the Purchaser;

      (b)   the Vendor shall have complied with or performed, in all respects
            material to the Purchaser, all of its agreements and covenants in
            this Agreement to be complied with or performed by it at or prior to
            the Closing Date and a certificate to that effect from the Vendor,
            with respect to itself and its compliance and performance shall have
            been delivered to the Purchaser;

      (c)   there shall be no rights of first refusal or other restrictions on
            the transfer, sale or assignment of the Shares or relating to change
            in control of the Company which have not been complied with or
            waived prior to the Closing Date;

      (d)   there shall have been no material adverse change in the Assets or
            the interests of the Company therein or the financial condition of
            the Company between the Reference Time and the Closing Date and a
            certificate from the Vendor to the effect that the Vendor has no
            knowledge of any such material adverse change shall have been
            delivered to the Purchaser;

      (e)   delivery of all documents by the Vendor as set forth in Section 2.4;

      (f)   completion of the transactions contemplated herein shall not violate
            any order or decree of any court or governmental body of competent
            jurisdiction;

      (g)   all necessary steps and proceedings shall have been taken to permit
            the Shares to be duly and regularly transferred to and registered in
            the name of the Purchaser; and

      (h)   the Parties shall have obtained all necessary governmental and
            regulatory approvals required to permit the transactions herein to
            be completed.
<PAGE>   83
                                       10



2.7   CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE VENDOR TO CLOSE

      The obligation of the Vendor to complete the transactions contemplated
      hereby is subject to the fulfillment, on or prior to the Closing Date, of
      the following conditions precedent, each of which is for the exclusive
      benefit of the Vendor and any one or more of which may be waived, in whole
      or in part, by the Vendor:

      (a)   the representations and warranties of the Purchaser contained in
            Article 4 shall have been true on and as of the date made and, on
            and as of the Closing Date as if made then and a certificate to that
            effect from a senior officer of the Purchaser shall have been
            delivered to the Vendor;

      (b)   the Purchaser shall have complied with or performed, in all respects
            material to the Vendor, all of its agreements and covenants in this
            Agreement to be complied with or performed by it at or prior to the
            Closing Date and a certificate to that effect from a senior officer
            of the Purchaser shall have been delivered to the Vendor; and

      (c)   payment or delivery, as applicable, by the Purchaser of the Purchase
            Price payable pursuant to Sections 2.5(a) and (b) and delivery of
            all documents by the Purchaser as set forth in Section 2.5.

3.    REPRESENTATIONS AND WARRANTIES OF THE VENDOR

      The Vendor with respect to itself and the Shares or with respect to the
      Company, as the context indicates, represents and warrants to the
      Purchaser, as of the date hereof and as of the Closing Date:

3.1   ORGANIZATION

      (a)   Standing of the Company: The Company is and at the Closing Date
            shall continue to be a corporation duly organized and validly
            subsisting under the laws of its jurisdiction of incorporation as a
            private company and has all requisite corporate power and authority
            to own, lease and operate its properties and the Assets and to carry
            on its business.

      (b)   No Subsidiaries: The Company does not have an interest (either
            directly or indirectly) in any other Person, nor is the Company a
            party to or bound by any agreement to acquire such an interest.

      (c)   Constating Documents: The Purchaser has been provided true, correct
            and complete copies of the constating documents and by-laws,
            together with all amendments thereto, with respect to or affecting
            the Company. No resolutions have been proposed or passed to further
            amend the foregoing.

      (d)   Not a Public Company: The Company is not a "reporting issuer" or
            otherwise subject to filing and reporting requirements applicable to
            public companies under relevant securities legislation.
<PAGE>   84
                                       11


      (e)   Officers and Directors: Larry McMinn is the President,
            Secretary-Treasurer and the sole director of the Company. As of the
            Closing Date the Company will have no employees and will not have
            any employment, management or field operating contracts that relate
            to the Assets for which the Company will be responsible after the
            Closing Date.

3.2   CAPITALIZATION OF THE COMPANY; THE SHARES.

      (a)   Issued and Outstanding Shares: The authorized and presently issued
            and outstanding share capital of the Company as at the date hereof
            is as follows:


<TABLE>
<CAPTION>
          AUTHORIZED                    ISSUED AND OUTSTANDING
          ----------                    ----------------------
<S>                                <C>
10,000 Class "A" Common shares     Larry McMinn - 10,000 Class "A"
                                   Common shares
</TABLE>


      (b)   No Treasury Shares: No issued and outstanding Shares of the Company
            are held in the Company's treasury.

      (c)   No Options: There are no outstanding options, calls or rights of any
            kind relating to or providing for the purchase, delivery or transfer
            of any presently issued and outstanding Shares or other securities
            of the Company.

      (d)   No Additional Shares: There are no outstanding rights with respect
            to the capital of the Company that would require the Company to
            allot or issue any of the unissued Shares of the Company or to
            create any additional class of Shares.

      (e)   No Shareholder Debt: There is no Shareholder Debt.

      (f)   No Shares in Other Companies: The Company does not and on the
            Closing Date will not own, directly or indirectly, any shares or
            securities convertible into shares of any other corporation.

      (g)   Title to Shares: It is the beneficial owner of its Shares and has
            good title to the same, free and clear of all Security Interests,
            equities, claims, options or other encumbrances or voting trusts,
            proxies or other interests of any nature whatsoever except those in
            favour of the Purchaser.

3.3   AUTHORITY; BINDING EFFECT

      (a)   Authority of the Vendor: It has all requisite power and authority to
            execute and deliver this Agreement and to consummate the
            transactions contemplated hereby.

      (b)   Binding Agreement: This Agreement constitutes or will constitute at
            the time of execution and delivery a legal, valid and binding
            obligation, enforceable against it in accordance with its terms,
            subject to (i) the qualification that such enforcement
<PAGE>   85
                                       12



            may be subject to bankruptcy, insolvency, fraudulent preference,
            reorganization or other laws affecting creditors' rights generally,
            and (ii) general principles of equity (regardless of whether such
            enforceability is considered in a proceeding at equity or law).

3.4   NO CONFLICT

      The execution, delivery and performance of this Agreement does not, and
      the fulfilment and compliance with the terms and conditions and the
      consummation of the transactions contemplated hereby, will not:

      (a)   conflict with any of, or require the consent or waiver of rights of
            any Person under, the terms, conditions or provisions of the
            respective constating documents of the Company;

      (b)   violate any provision of, or require any consent, authorization or
            approval under, any law or regulation or any judicial,
            administrative or arbitration order, award, judgment, writ,
            injunction or decree applicable to the Vendor or the Company;

      (c)   conflict with, result in a breach of, constitute a default under
            (whether with notice or the lapse of time or both), or accelerate or
            permit the acceleration of the performance required by, or require
            any consent, authorization or approval under, any indenture,
            mortgage, lien, lease, agreement or instrument to which the Vendor
            or the Company is a party or by which any of them is bound or to
            which any of their respective property is subject; or

      (d)   result in the creation of any Security Interest upon the Shares or
            the Assets.

3.5   FINANCIAL STATEMENTS

      The Financial Statements have been prepared, to the knowledge of the
      Vendor, in accordance with GAAP applied on a consistent basis with prior
      years and to the knowledge of the Vendor fairly represent the assets,
      liabilities and financial position of the Company as at the dates thereof.
      The Financial Statements contain or reflect all adjustments and
      disclosures necessary in order to make such documents not misleading.

3.6   LITIGATION

      To the knowledge of the Vendor, there are no actions, suits or proceedings
      pending or threatened against the Company, the Assets, the Shares or the
      interest of the Vendor in the Shares and the Company is not charged or
      threatened with a violation of any provision of any federal, provincial or
      local law or regulation relating to any aspect of its business.

3.7   ENVIRONMENTAL MATTERS

      To the knowledge of the Vendor, the Company, the Assets and the use,
      maintenance and operation of the Assets has been and is in material
      compliance with all applicable statutes, regulations, bylaws, codes
      (whether federal, provincial or municipal) including those relating to
      Workmen's Compensation, product safety and product liability.
<PAGE>   86
                                       13


3.8   NO CONTRACTUAL DEFAULT

      The Vendor is not aware of any material default by any party under any
      material contract involving the Company, nor is the Vendor aware of any
      facts or circumstances which would, with the giving of notice or the lapse
      of time, give rise to a default by the Company under a material contract.

3.9   NO BREACH OF ORDER

      The Vendor is not aware of any material default by the Company under any
      order, writ, injunction or decree of any court or governmental authority
      having jurisdiction over the Company and which materially adversely
      affects or relates to the Company.

3.10  TAXES

      (a)   Year End: The fiscal year end of the Company for income tax purposes
            is -.

      (b)   Returns and Elections to be Filed: The Company has filed in a timely
            manner or, on or prior to the Closing Date, will file in a timely
            manner all returns (including the income tax return for the last
            taxation year of the Company ending -), elections, declarations and
            reports and information returns and statements required or advisable
            to be filed on or prior to the Closing Date and such filings, in the
            reasonable opinion of the Vendor, have not been materially
            inaccurate or misleading.

      (c)   No Tax Waivers: The Company has not provided any waivers to Canada
            Customs and Revenue Agency or any other taxing authority for any
            reason.

      (d)   Tax Audits: There are no matters which are the subject of any
            current discussions with or any agreement with the Canada Customs
            and Revenue Agency relating to claims for additional Taxes.

      (e)   Taxes Paid: The Company has paid all Taxes payable and has not
            requested any extension of time within which to file or send any
            return.

      (f)   Tax Disputes: No deficiency for any Tax has been proposed, asserted
            or assessed against the Company and there are no outstanding Tax
            disputes, audits, proposed adjustments, notices of objection or
            other appeals.

      (g)   Private Company: The Company is a "private corporation" and the
            Vendor is a resident of Canada for the purposes of the Income Tax
            Act (Canada).

      (h)   Tax Withholding: All Taxes and other assessments and levies which
            the Company is required to withhold or collect have been (and will
            be up to the Closing Date) duly withheld and collected and paid over
            to the proper government authorities.

      (i)   Notional Tax Return: To the knowledge of the Vendor, the Notional
            Tax Return has been properly prepared and sets forth the Tax
            position of the Company as of the Reference Time.
<PAGE>   87
                                       14


3.11  ABSENCE OF CERTAIN CHANGES

      (a)   There has not been any material adverse change in the business or
            financial condition of the Company since the date of the most
            recently dated Financial Statements;

      (b)   There has not been any material damage, destruction or loss, whether
            covered by insurance or not, which has had, or would reasonably be
            expected to have, a material adverse effect on the business or
            financial condition of the Company.

3.12  BOOKS AND RECORDS

      The books and records of the Company have been maintained in accordance
      with prudent business practice and the minute books of the Company contain
      a complete and accurate record of all resolutions and other corporate
      actions in lieu of resolutions of its shareholders, board of directors and
      committees, all of which resolutions or actions have been duly and
      regularly, passed or adopted.

3.13  PRODUCTION ASSETS, OPERATIONS AND LIABILITIES

      (a)   Title to Assets: The Vendor does not warrant the Company's title to
            the Assets, but the Vendor does represent and warrant that neither
            the Vendor nor the Company have done anything whereby any of the
            Company's interest in and to the Assets may be cancelled or
            determined, nor have they encumbered or alienated the same, and the
            Assets shall be, at the Closing Date, free and clear of all liens,
            encumbrances, adverse claims, demands and royalties created by,
            through or under the Company except for the Permitted Encumbrances.
            Except as otherwise provided herein, the Vendor represents and
            warrants that neither the Vendor nor the Company have received
            notice of any material defect in the Company's title to the Assets
            and, for the period of time that the Company has owned the Assets,
            to the knowledge of the Vendor all relevant deposits, rentals and
            royalties (including delay rentals and shut-in royalties) have been
            paid within the applicable time limits and all obligations and
            covenants required to keep the Leases in full force and effect have
            been performed and observed.

      (b)   No Orders: There are no outstanding material orders, notices or
            similar requirements relating to the Company or the Assets issued by
            any federal, provincial or municipal authority including, without
            limitation, occupational health and safety authorities and to the
            knowledge of the Vendor there are no matters under discussion with
            any such authorities relating to orders, notices or similar
            requirements.

      (c)   Production Penalties: To the knowledge of the Vendor, no Wells are
            subject to a production penalty of any kind, there are no facts or
            circumstances which materially adversely affect the production of
            Petroleum Substances in respect of the Petroleum and Natural Gas
            Rights or the receipt, or entitlement, of the Company to revenue
            attributable to the production thereof.
<PAGE>   88
                                       15


      (d)   Licences and Permits: The Company or its agent possesses valid Well,
            pipeline and other permits, licences and authorizations required to
            allow it to carry on its business.

      (e)   AFE's: There are no outstanding authorizations for expenditure (AFE)
            or cash calls with respect to the Lands, including the unexpended
            portion thereof and there are no outstanding commitments by the
            Company to expend funds for its own account where the Company's
            interest under the authorization for expenditure or outstanding
            commitment would exceed $25,000.

      (f)   Severance Taxes: All ad valorem, property, production, severance and
            similar taxes and assessments based on or measured by the ownership
            by the Company of its Petroleum and Natural Gas Rights or the
            production of Petroleum Substances in respect of such Petroleum and
            Natural Gas Rights or the receipt by, or the entitlement of, the
            Company of or to revenue attributable to the production thereof at
            any time prior to the Closing Date have or will have been properly
            paid and discharged.

      (g)   Gas Balancing: The Company is not a party to or bound by any gas
            balancing or similar agreements relating to its Assets and there are
            no take or pay obligations where the Company would be obligated to
            deliver gas without being paid therefor.

      (h)   Production Sales Agreements: The Company is not a party to any
            production sales contracts having a term greater than one year that
            is not cancellable by the Company on notice of 30 days or less. The
            Company is not in default of any obligation under any such contract.

      (i)   Transportation and Processing Agreements: There are no
            transportation or processing agreements or arrangements under which
            the Company or any party acting on its behalf is obligated to
            transport or process Petroleum Substances allocable to the Petroleum
            and Natural Gas Rights, except for agreements terminable by the
            Company without penalty on notice of 30 days or less.

      (j)   Offset Obligations: None of the Lands have been or are now subject
            to any offset obligation (including obligations to drill wells,
            surrender rights, or pay compensatory royalty) which has not been
            satisfied.

      (k)   No Guarantees: The Company is not a party to or bound by any
            agreement of guarantee, indemnification, assumption or endorsement
            or any other like commitment of the obligations, liabilities
            (contingent or otherwise) or indebtedness of any Person.

      (l)   Reduction of Interest: Except as set out in Schedule "A", the Assets
            are not subject to reduction by virtue of the conversion or other
            alteration of the interest of any third party under existing
            agreements created by, through or under the Company.

      (m)   Revenue: The Company has not assigned or otherwise encumbered the
            revenue from the production of Petroleum Substances from the Assets.
<PAGE>   89
                                       16


      (n)   Compliance with Laws: To the Vendor's knowledge, all laws,
            regulations and orders and all federal, provincial, municipal or
            other government departments, commissions, or other
            instrumentalities thereof having jurisdiction over and material
            effect upon the Assets have been complied with in all material
            respects.

      (o)   Environmental Information: To the Vendor's knowledge, the Company
            has made available to the Purchaser all material information within
            the Company's possession relevant to Environmental Deficiencies
            pertaining to the Assets and has not knowingly withheld any such
            information from the Purchaser.

      (p)   Audits: To the Vendor's knowledge, no co-owner has given written
            notice to the Company (or to any party holding legal title to the
            Facilities on behalf of the Company), in accordance with the
            agreements affected, that such co-owner intends to audit the books,
            accounts and records of an operator relating to the Facilities.

      (q)   Contributions: To the Vendor's knowledge, the Company has not been
            given written notice by an operator of the Facilities, in accordance
            with the agreements so affected, that it will be required to make
            any contribution under an agreement affecting any of the Facilities
            by reason of the failure of another co-owner to pay its share of
            costs and expenses associated with such Facility.

      (r)   Quiet Enjoyment: Subject to the Permitted Encumbrances, those Title
            Deficiencies waived or deemed to be waived by the Purchaser, and to
            the rents, covenants, conditions and stipulations in the Leases and
            any agreements pertaining to the Lands and on the lessee's or
            holder's part thereunder to be paid, performed and observed, the
            Company may enter into and upon, hold and enjoy the Leases for the
            residue of their respective terms and all renewals or extensions
            thereof for the Company's own use and benefit without any
            interruption of or by the Vendor or any other Person whomsoever
            claiming or to claim by, through or under the Vendor.

3.14  LOANS TO EMPLOYEES, ETC.

      The Company does not now have and will at the Closing Date not have any
      indebtedness outstanding which is owed to or by present or former
      directors, officers, shareholders (including the Vendor or any Persons
      affiliated with or related to the Vendor) or employees or former employees
      of the Company.

3.15  INDEBTEDNESS BY VENDOR

      There was not at the Reference Time and there will not be prior to the
      Closing Date any indebtedness, liability or obligation owed to the Company
      to the Vendor or any Person affiliated with or related to the Vendor.
<PAGE>   90
                                       17


3.16  SECURITY INTERESTS

      Except for Permitted Encumbrances, none of the Assets is subject to any
      Security Interest created by, through or under the Company or any of its
      predecessor entities or the Vendor.

3.17  MATERIAL CONTRACTS

      The Company is not a party to any material contract other than contracts
      entered into in the ordinary course of business.

3.18  FINDERS FEES

      Neither the Vendor nor the Company has incurred any liability, contingent
      or otherwise, for brokers' or finders' fees in respect to this transaction
      for which the Purchaser shall have any obligation or liability.

3.19  LIMITATIONS

      The Vendor makes no representation or warranty whatsoever except as and to
      the extent expressly set forth in this Article 3. The Vendor disclaims any
      liability and responsibility for any representation or warranty which may
      have been made or alleged to have been made and which is contained in any
      instrument or document relative hereto or to the transactions herein
      provided for, or contained in any statement or information made or
      communicated (orally or in writing) to Purchaser including, without
      limitation of the generality of the foregoing, any opinion, information or
      advice which may have been provided to Purchaser by an officer, director,
      employee, agent, consultant or representative of the Vendor or the
      Company. Without limiting the generality of the foregoing, the Vendor
      makes no representations or warranties or covenants as to:

      (a)   the Company's title in or to the Assets except as, and only to the
            extent, set forth in Article 3;

      (b)   the amounts, quality, recoverability or deliverability of reserves
            of Petroleum Substances attributable to the Lands;

      (c)   the quality, fitness, condition or merchantability of all or any of
            the Tangibles;

      (d)   any geological or other interpretations or economic evaluations of
            the Assets;

      (e)   estimates of prices or future cash flows arising from the sale of
            Petroleum Substances attributable to the Lands or estimates of other
            revenues attributable to the Company or the Assets.

      The Purchaser acknowledges that it has made its own independent
      investigation, analysis, evaluation and verification of the Company and
      its interests in the Assets, including the Purchaser's own estimate and
      appraisal of the extent, value of the reserves of Petroleum Substances
      attributable to the Lands and of the condition and capacity of the
      Tangibles.
<PAGE>   91
                                       18


4.    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1   The Purchaser represents and warrants to the Vendor as set forth below:

      (a)   Standing of the Purchaser: The Purchaser is and at the Closing Date
            shall continue to be a corporation duly organized and validly
            subsisting under the laws of its jurisdiction of incorporation and
            has all requisite corporate power and authority to own, lease and
            operate its properties and assets and to carry on its business.

      (b)   Authority of the Purchaser: The Purchaser has all requisite
            corporate power and authority to acquire the Shares and to execute
            and deliver this Agreement and to consummate the transactions
            contemplated hereby.

      (c)   Binding Agreement: This Agreement constitutes or will constitute at
            the time of execution and delivery a legal, valid and binding
            obligation of the Purchaser enforceable against the Purchaser in
            accordance with its respective terms, subject to (i) the
            qualification that such enforcement may be subject to bankruptcy,
            insolvency, fraudulent preference, reorganization or other laws
            affecting creditors' rights generally, and (ii) general principles
            of equity (regardless of whether such enforceability is considered
            in a proceeding at equity or law).

      (d)   Not a Non-Canadian: The Purchaser is not a "non-Canadian person"
            within the meaning, and or the purposes of the Investment Canada
            Act.

      (e)   Finders Fees: The Purchaser has not incurred any liability,
            contingent or otherwise, for brokers' or finders' fees in respect to
            this transaction for which the Vendor shall have any obligation or
            liability.

      (f)   Listing: The GEOCAN Shares shall be issued pursuant to an exemption
            from the prospectus requirements of the Securities Act (Alberta) and
            upon issuance shall be duly listed for trading on the Canadian
            Venture Exchange.

      (g)   No Encumbrances: The GEOCAN Shares when issued shall be fully paid
            and clear of any liens, encumbrances or claims of any kind, subject
            to the Articles and bylaws of the Purchaser.

5.    ADDITIONAL AGREEMENTS AND COVENANTS - VENDOR

      The Vendor covenants and agrees with the Purchaser as follows:

5.1   CERTAIN CHANGES

      Subject to Section 5.3, without first obtaining the written consent of the
      Purchaser (which consent may not be unreasonably withheld), from the
      Reference Time until the Closing Date, the Vendor will ensure that the
      Company will not:

      (a)   make any material adverse change in the conduct of its business and
            operations;
<PAGE>   92
                                       19


      (b)   amend, in any respect material to the Company, any contract or
            agreement other than in the ordinary course of business;

      (c)   declare, set aside or pay any dividends, or make any distributions
            in respect of its Shares or repurchase, redeem or otherwise acquire
            any Shares, (ii) make any payments, by way of bonuses, management
            fees, wages, salaries or otherwise to the Vendor or any other
            Person, or (iii) incur, assume, pay or otherwise become liable for
            any debts or charges to or for the benefit of any Vendor or any
            Person affiliated with or related to a Vendor;

      (d)   merge into or with or consolidate with any other corporation or
            acquire all or substantially all of the business or assets of any
            Person;

      (e)   make any changes to its constating documents or bylaws;

      (f)   purchase any securities of any Person;

      (g)   sell, lease or otherwise dispose of any of the Assets (the
            extraction and sale of Petroleum Substances and the consumption or
            other disposition of its assets and properties in the ordinary
            course of business being excepted and permitted) other than in the
            ordinary course of business;

      (h)   purchase, lease or otherwise acquire any Petroleum and Natural Gas
            Rights or any interest in Petroleum Substances or real property
            other than in the ordinary course of business;

      (i)   make any capital expenditures other than in the ordinary course of
            business;

      (j)   amend, enter into or terminate any contracts material to the Company
            other than in the ordinary course of business;

      (k)   initiate new operations, commit to drill any Well for its own
            account, surrender Petroleum and Natural Gas Rights or abandon any
            Wells other than in the ordinary course of business;

      (l)   make any offer of employment to any Person; terminate, except for
            cause, the employment of any Person; or increase the salary or
            benefits payable to any Person.

5.2   ACCESS

      The Vendor will cause the Company to afford to the Purchaser and its
      authorized representatives reasonable access from the date hereof until
      the Closing Date, to the Company's properties, books and records and will
      cause the Company to furnish to the Purchaser such additional financial
      and operating data and other information as it may reasonably request. The
      Vendor shall further cause the Company to co-operate with the Purchaser in
      arranging any such meetings as the Purchaser may reasonably request with
      shippers, suppliers or others who have or have had a business relationship
      with the Company and auditors or any other Persons engaged or previously
      engaged to provide services with respect to the Company's affairs.
<PAGE>   93
                                       20


5.3   CONDUCT OF BUSINESS; BUSINESS ORGANIZATION

      In the period from the date hereof until the Closing Date, the Vendor
      shall cause the Company to conduct, in accordance with generally accepted
      industry practices, such activities relative to the business of the
      Company as can reasonably be regarded as being in the ordinary course of
      business for the Company. The Company shall not conduct any activities
      with respect to the Assets which cannot reasonably be regarded as being in
      the ordinary course of business of the Company without the prior written
      consent of the Purchaser (which consent may not be unreasonably withheld),
      except as may be reasonably necessary to protect, ensure life and safety
      or to preserve the Assets or title to the Assets. If the Company desires
      to approve an A.F.E. as submitted by an operator where the Company's share
      of the costs thereunder is expected to exceed Twenty-five Thousand Dollars
      ($25,000.00), or renegotiate, amend, vary or alter any material contract
      for the sale or disposition of Petroleum Substances, the Vendor shall have
      the Company:

      (a)   notify the Purchaser of any such A.F.E. or any material changes to
            any such contract or arrangement for the sale or disposition of
            Petroleum Substances;

      (b)   permit the Purchaser to consult with the Company in respect of such
            A.F.E. or change; and

      (c)   the Company shall be entitled to approve such A.F.E. or make such
            change, notwithstanding the Purchaser's disagreement (if any), if
            the Company is dealing at arm's length with the remaining parties to
            the contract and, acting in good faith, believes such approval or
            change is reasonable.

5.4   INSURANCE

      The Vendor will or will cause the Company to maintain existing policies of
      insurance and surety bonds in respect of the Assets of the Company.

6.    ADDITIONAL COVENANTS AND ACKNOWLEDGMENTS OF THE PARTIES

6.1   TAX MATTERS - POST CLOSING

      The Parties acknowledge that the Purchaser will be responsible for all of
      the Company's Taxes from and including the Reference Time forward and the
      Vendor will be responsible for all of the Company's Taxes up to the
      Reference Time. The Parties specifically agree in regard to Tax matters
      that:

      (a)   The Purchaser shall cause to be prepared and filed on a timely
            basis, all Tax returns for the Company for any period which ends on
            or before the Closing Date and for which Tax returns have not been
            filed as of such date.

      (b)   The Tax returns to be filed after the Closing Date for the period
            ending on or before the Closing Date shall be prepared in a manner
            consistent with the Notional Tax Return.
<PAGE>   94
                                       21


      (c)   The Vendor and the Purchaser shall co-operate fully with each other
            and make available to each other in a timely fashion such data and
            other information as may reasonably be required, including providing
            access to employees and to financial and other records of the
            Company for the preparation of any Tax return of the Company for a
            taxation year ending on or before the Closing Date, and the conduct
            of any disputes relating thereto, and shall preserve such data and
            other information until the expiration of any applicable limitation
            period under any applicable law with respect to Taxes.

      (d)   If the Company receives any assessment, reassessment, notice of
            proposed reassessment, notice of audit or any other Tax notice
            regarding the period prior to the Closing Date, the Purchaser shall
            cause the Company to notify the Vendor, co-operate with them in
            responding to such notices and to take such steps as the Vendor may
            reasonably request so as to avoid any further or incremental Tax
            obligation on the part of the Vendor.

6.2   PUBLIC ANNOUNCEMENTS

      The Vendor and the Purchaser will consult with each other before they
      issue any press releases or otherwise make any public statements with
      respect to this Agreement or the transactions contemplated hereby and not,
      except to the extent required by law or by obligations pursuant to any
      listing agreement with any securities exchange on which any of the shares
      or other securities of the Purchaser may be listed, issue or make any such
      release or statement without the prior consent and joint approval of the
      Vendor and the Purchaser.

6.3   FURTHER ASSURANCES

      (a)   Subject to the terms and conditions of this Agreement, the Vendor
            and the Purchaser will use all 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 under applicable laws and regulations
            to obtain consents of all Persons including all governmental
            authorities necessary to the consummation of the sale by or to it
            (as applicable) of the Shares pursuant to this Agreement, or to
            carry out all of their respective obligations under this Agreement
            and to consummate the transactions contemplated by this Agreement.

      (b)   From time to time after the Closing Date, without further
            consideration, each Party will, at its own expense, execute and
            deliver such documents to any other Party as such Party may
            reasonably request in order to consummate the transactions
            contemplated by this Agreement.

6.4   INSURANCE

      At the Closing Date, the Purchaser will or will cause the Company to
      procure and maintain any and all policies of insurance and surety bonds as
      Purchaser or the Company, at its cost and expense, deems advisable. All
      risk of loss with respect to the Company or its properties shall pass to
      Purchaser on the Closing Date provided that after the Closing Date the
      Vendor shall administer claims under any insurance policies with respect
      to the
<PAGE>   95
                                       22


      Company or its properties, relating to or arising out of events occurring
      prior to the Closing Date which the Vendor agrees to assign to the Company
      as and if claims arise and notice thereof is given to the Vendor and
      provide reasonable co-operation to the Company with respect to making and
      prosecuting (at the Vendor's expense) any claims which are not assignable.

6.5   CONFIDENTIALITY

      (a)   Prior to the Closing Date, and subsequent to the Closing Date if the
            sale contemplated herein does not close, the Purchaser shall
            consider as confidential, shall not communicate to others and shall
            use its best efforts to prevent those within its employ or control
            from communicating to others, all information which the Purchaser
            receives from the Vendor or the Company pursuant to this Agreement
            other than information which:

            (i)   was in the possession of the Purchaser prior to its receipt or
                  acquisition hereunder;

            (ii)  at the time of disclosure, is in the public domain;

            (iii) after disclosure, becomes part of the public domain by
                  publication or otherwise, through no act or omission on the
                  part of the Purchaser; or

            (iv)  is required to be disclosed pursuant to the applicable
                  legislation, regulations or rules or by the direction of any
                  court, tribunal or administrative body having jurisdiction.

7.    INDEMNITIES AND EXTENT AND SURVIVAL OF REPRESENTATIONS, WARRANTIES,
      COVENANTS AND AGREEMENTS

7.1   RESPONSIBILITY OF VENDOR

      Subject to Sections 7.3 and 7.4, the Vendor shall:

      (a)   be liable to the Purchaser for all losses, costs, damages (excluding
            consequential damages) and expenses whatsoever which the Purchaser
            may suffer, sustain, pay or incur; and

      (b)   indemnify and save the Purchaser and its directors, officers,
            servants, agents and employees harmless from and against all claims,
            liabilities, actions, proceedings, demands, losses, costs, damages
            (excluding consequential damages) and expenses whatsoever which may
            be brought against or suffered by the Purchaser, its directors,
            officers, servants, agents or employees or which they may sustain,
            pay or incur,

      as a direct result of any matter or thing arising out of, resulting from,
      attributable to or connected with any misrepresentation or breach of
      warranty made by the Vendor herein or in any document delivered in
      connection herewith in respect of which a written notice specifying the
      misrepresentation or breach is delivered by the Purchaser within the
      survival
<PAGE>   96
                                       23


      period in accordance with Section 7.4 or the failure of the Vendor to
      comply with, or the breach by the Vendor of, any of the covenants or
      agreements to be performed by the Vendor in this Agreement or in any
      document delivered concurrently herewith; or the obligation on the Company
      or the Purchaser to pay any additional Taxes, interest or penalties that
      may be assessed against the Company for any period of time up to the
      Reference Time; provided however, nothing in this Section 7.1, whether
      express or implied, shall be construed so as to cause the Vendor to
      indemnify the Purchaser in connection with any representation or warranty
      contained in Article 3 if and to the extent that the Purchaser did not
      rely upon such representation or warranty.

7.2   RESPONSIBILITY OF PURCHASER

      Subject to Sections 7.3 and 7.4, the Purchaser shall:

      (a)   be liable to the Vendor for all losses, costs, damages (excluding
            consequential damages) and expenses whatsoever which the Vendor may
            suffer, sustain, pay or incur, and

      (b)   indemnify and save the Vendor and his heirs harmless from and
            against all claims, liabilities, actions, proceedings, demands,
            losses, costs, damages (excluding consequential damages) and
            expenses whatsoever which may be brought against or suffered by the
            Vendor, or his heirs or which any of them may sustain, pay or incur,

      as a direct result of any matter or thing arising out of, resulting from,
      attributable to or connected with: any misrepresentation or breach of
      warranty made by the Purchaser herein or in any document delivered in
      connection herewith in respect of which a written notice specifying the
      misrepresentation or breach is delivered by the Vendor within the survival
      period in accordance with Section 7.4 or the failure of the Purchaser to
      comply with, or the breach by the Purchaser of, any of the covenants or
      agreements to be performed by the Purchaser in this Agreement or in any
      document delivered concurrently herewith; provided however, nothing in
      this Section 7.2, whether express or implied, shall be construed so as to
      cause the Purchaser to indemnify the Vendor in connection with any
      representation or warranty contained in Article 4 if and to the extent
      that the Vendor did not rely upon such representation and warranty.

7.3   PROCEDURE - INDEMNITIES

      Any Party seeking indemnification hereunder shall give reasonably prompt
      notice thereof to the Party from whom indemnification is sought. The Party
      from whom indemnification is sought shall have the sole right to conduct,
      settle or otherwise dispose of any legal action in respect of which
      indemnification is sought in any manner it deems appropriate without the
      consent of the other Party if but only if it has agreed that the matters
      in the action are indemnified pursuant to this Article 7.
<PAGE>   97
                                       24


7.4   SURVIVAL

      Notwithstanding the completion of the transaction contemplated by this
      Agreement or any investigation made by or on behalf of any party hereto,
      the representations, warranties, covenants, agreements and indemnities of
      the Vendor and the Purchaser contained in this Agreement and contained in
      any document or certificate given pursuant to this Agreement shall survive
      the closing and continue in full force and effect for a period of two
      years (and for a period of four years in respect of the indemnity for
      Taxes set out in Section 7.1). No claims with respect to representations,
      warranties, covenants, agreements and indemnities of the Vendor and
      Purchaser contained in this Agreement or in any document or certificate
      given pursuant to the provisions hereof shall be made by any party unless
      notice in writing thereof has been given by the party making the claim to
      the other party within two years or four years, as applicable, of the
      Closing Date. Notwithstanding anything contained in this Agreement,
      Purchaser shall have no remedy or cause of action for a breach of any
      representation or warranty in regard to any circumstance, matter or thing
      actually known to the Purchaser or any employee, agent, consultant or
      representative thereof, as at the Closing Date.

8.    MISCELLANEOUS

8.1   FURTHER ASSURANCES

      The Vendor and the Purchaser shall from time to time execute and deliver
      all such further documents and instruments and do all acts and things as
      the other Party may, either before or after the Closing Date, reasonably
      require to effectively carry out or better evidence or perfect the full
      intent and meaning of this Agreement.

8.2   TIME OF THE ESSENCE

      Time shall be of the essence of this Agreement.

8.3   FEES

      Each of the Parties hereto shall pay their respective legal and accounting
      costs and expenses incurred in connection with the preparation, execution
      and delivery of this Agreement and all documents and instruments executed
      pursuant hereto and any other costs and expenses whatsoever and howsoever
      incurred. Any legal, accounting and brokerage fees, costs and expenses
      incurred by the Company prior to Closing in connection with this
      transaction shall be the responsibility of and be paid by the Vendor.

8.4   BENEFIT OF THE AGREEMENT

      This Agreement shall enure to the benefit of and be binding to the
      respective heirs, executors, administrators, successors and permitted
      assigns of the Parties hereto.
<PAGE>   98
                                       25


8.5   ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement between the Parties with
      respect to the subject matter hereof and cancels and supersedes any prior
      understandings and agreements between the Parties hereto with respect
      thereto. There are no representations, warranties, terms, conditions,
      undertakings or collateral agreements, express, implied or statutory,
      between the Parties other than as expressly set forth in this Agreement.

8.6   AMENDMENTS AND WAIVER

      No modification of or amendment to this Agreement shall be valid or
      binding unless set forth in writing and duly executed by all of the
      Parties hereto and no waiver of any breach of any term or provision of
      this Agreement shall be effective or binding unless made in writing and
      signed by the party purporting to give the same and, unless otherwise
      provided, shall be limited to the specific breach waived.

8.7   ASSIGNMENT

      This Agreement may not be assigned by any of the Parties hereto without
      the written consent of all other Parties.

8.8   NOTICES

      Any demand, notice or other communication to be given in connection with
      this Agreement shall be given in writing and shall be given by personal
      delivery, by registered mail or by electronic means of communication
      addressed to the recipient as follows:

      To the Vendor:

            147 Cedarridge Crescent S.W.
            Calgary, Alberta  T2W 2B4

            Attention:  Larry McMinn
            Facsimile:  (403) 261-3834

      To the Purchaser:

            800, 717 - 7th Avenue S.W.
            Calgary, Alberta T2P 0Z3

            Attention:  Wayne Wadley, President
            Facsimile:  (403) 261-3834

      or to such other address, individual or electronic communication number as
      may be designated by notice given by any party to the others. Any demand,
      notice or other communication given by personal delivery shall be
      conclusively deemed to have been given on the day of actual delivery
      thereof if a Business Day and if not on the next following Business Day
      and, if given by registered mail, on the twelfth Business Day following
      the deposit thereof in the mail and, if given by electronic communication,
      on the
<PAGE>   99
                                       26


      day of transmittal thereof if given during the normal business hours of
      the recipient and on the Business Day during which such normal business
      hours next occur if not given during such hours on any day. If the Party
      giving any demand, notice or other communication knows or ought reasonably
      to know of any difficulties with the postal system which might affect the
      delivery of mail, any such demand, notice or other communication shall not
      be mailed but shall be given by personal delivery or by electronic
      transmission.


8.9   GOVERNING LAW

      This Agreement shall in all respects be governed by, and construed in
      accordance with, the laws of the Province of Alberta, including all
      matters of construction, validity and performance. The Vendor and
      Purchaser hereby consent and irrevocably attorn to the jurisdiction of the
      courts of the Province of Alberta for all disputes relating to the
      construction, interpretation, enforcement and performance of this
      Agreement, hereby waiving all defences based on venue or convenience of
      forum or service of process outside of such jurisdiction.

8.10  EXECUTION

      This Agreement may be executed in one or more counterparts, each of which
      shall be deemed an original but all of which together shall constitute one
      and the same instrument. The Parties shall be entitled to rely on delivery
      of an executed facsimile copy of this Agreement and such facsimile copy
      shall be legally effective to create a valid and binding agreement between
      the Parties hereto.

8.11  INTERIM PERIOD

      Notwithstanding that the within purchase and sale transaction will be
      closed and completed on a date following the Reference Time, the Parties
      acknowledge and agree that as between the Parties such transaction is
      being treated as taking effect as of the Reference Time, such that the
      Purchaser will receive the benefit of the Shares as of the Reference Time
      and that from and after the Reference Time and as between the Parties
      (upon the execution hereof) the Purchaser will be treated as the
      beneficial owner of the Shares, and the Company is entitled to all income
      and profits derived from or in connection with the Assets from and after
      the Reference Time. The Vendor hereby acknowledges that upon execution
      hereof it has held the Shares as bare trustee only for and on behalf of
      the Purchaser and shall account to the Purchaser in respect thereof
      pursuant to the terms of this Agreement.

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


Vendor:


______________________________            _____________________________________
Witness                                   LARRY MCMINN
<PAGE>   100



                                          GEOCAN ENERGY INC.


                                          Per:_________________________________



                                          Per:_________________________________



                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
                Agreement made as of the 1st day of October, 2000
                         between Larry McMinn, as Vendor
                      and GEOCAN Energy Inc., as Purchaser



================================================================================


                                     PART I

                                LANDS AND LEASES


<TABLE>
<CAPTION>
                                                                   COMPANY'S
             LEASE                         LANDS                WORKING INTEREST                ENCUMBRANCES
             -----                         -----                ----------------                ------------
<S>                              <C>                        <C>                      <C>
DEVA
Alberta Crown PNG                SW 1/4 16-45-1-W4M         10%                      (a)   Crown Royalty; and
Lease No. 0485110052             from base Viking to                                 (b)   5% Gross Overriding
                                 base Mannville                                            Royalty

STAPLEHURST
Alberta Crown PNG                NE 1/4 24-50-1-W4M         12.5% Before             (a)   Crown Royalty; and
Lease No. 0497100414             to basement                Payout                   (b)   Convertible (5% - 15%)
                                                            8.125% After                   Overriding Royalty
                                                            Payout
</TABLE>
<PAGE>   101
                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
                Agreement made as of the 1st day of October, 2000
                         between Larry McMinn, as Vendor
                      and GEOCAN Energy Inc., as Purchaser



================================================================================


                                     PART II

                                   FACILITIES
<PAGE>   102
                                  SCHEDULE "A"


                attached to and forming part of a Share Purchase
                Agreement made as of the 1st day of October, 2000
                         between Larry McMinn, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================


                                    PART III

                                      WELLS


      TCRL Deva   102/03-16-045-01 W4M

      Timberwolf/Lloydminster 14A-24-50-1 W4M
<PAGE>   103
                                  SCHEDULE "B"

                attached to and forming part of a Share Purchase
                Agreement made as of the 1st day of October, 2000
                         between Larry McMinn, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================



                          WORKING CAPITAL ADJUSTMENTS

2.2.1   PURCHASE PRICE ADJUSTMENT: The Basic Purchase Price shall be increased
        or decreased, as the case may be, by the amount of the value of Working
        Capital as at the Reference Time as finally determined in accordance
        with this Schedule "B", including as a current liability, the amount of
        any Tax payable as determined in the Notional Tax Return.

2.2.2   ESTIMATED WORKING CAPITAL: Three (3) Business Days prior to the Closing
        Date, the Vendor shall, at the Vendor's cost and expense, prepare a
        trial balance for the Company, estimating the Working Capital as at the
        Reference Time (the "Estimated Working Capital"). For purposes of
        closing, the Basic Purchase Price shall be increased or decreased, as
        the case may be, on the basis contemplated in Section 2.2.1 utilizing
        the Estimated Working Capital.

2.2.3   WORKING CAPITAL REPORT: As soon as is practicable following the Closing
        Date, the Purchaser shall cause the Company to obtain all documentation
        necessary to complete preparation of the Company's financial statements
        as at the Closing Date. Forthwith thereupon, the Vendor shall, on
        behalf of the Company, at the Vendor's cost and expense, prepare a
        final statement of Working Capital as at the Reference Time (the
        "Working Capital Report") as well as the Company's financial statements
        as at the Closing Date and to report thereon to the Purchaser as soon
        as practicable, and in any event not later than 30 days following the
        Closing Date. The Purchaser shall be entitled, at its sole cost and
        expense, to review and have its accountants and its employees review
        the working papers prepared by the Vendor for the Working Capital
        Report and to comment thereon as the Purchaser deems appropriate. Any
        dispute arising between the Vendor and the Purchaser as to the
        determination of Working Capital set forth in the Working Capital
        Report or the Notional Tax Return shall be settled by arbitration in
        accordance with the provisions of Section 2.2.7.

2.2.4   PAYMENTS. Upon receipt of the Working Capital Report and the
        determination of Working Capital thereunder:

        (a)   if Working Capital exceeds Estimated Working Capital, then the
              Purchaser shall, within 10 days of completion of the Working
              Capital Report, pay an amount equal to the difference between such
              amounts to Vendor together with interest on the amount of such
              difference calculated at the Prime Rate plus one percent (1%) from
              and including the Closing Date to and including the day prior to
              the date of payment; and
<PAGE>   104
                                        2

        (b)   if Working Capital is less than Estimated Working Capital, then
              the Vendor shall within 10 days of completion of the Working
              Capital Report, pay an amount equal to the difference between such
              amounts to the Purchaser, together with interest on the amount of
              such difference calculated at the Prime Rate plus one percent (1%)
              from and including the Closing Date to and including the day prior
              to the date of payment.

2.2.5   FURTHER ACCOUNTING AND ADJUSTMENTS. The Parties foresee that certain
        adjustments with respect to Working Capital may be necessary from time
        to time after the 30-day period referred to in Section 2.2.3, including,
        but not limited to:

        (a)   any amounts which are to be paid to the Company or the Purchaser
              at any time after the Closing Date out of or in any way relating
              to royalty calculations in respect of the Petroleum and Natural
              Gas Rights;

        (b)   matters relating to Company's Taxes for any taxation period or
              deemed taxation period ending on or before Reference Time; and

        (c)   any matters which the Purchaser or the Vendor have given notice to
              the other within the said 30-day period.

        Each of the Parties agrees to co-operate fully in calculating and
        confirming the amount of any payment that may be necessary as a result
        of such adjustments and agrees to make payment in such event. In this
        respect, any adjustments to Working Capital occurring more than 30 days
        after Closing Date shall be made as they occur and payment shall, in
        accordance with Section 2.2.4, be made with respect thereto within 15
        days of each such adjustment being determined and notice thereof being
        given by one Party to the other Party. Any amount of interest and
        penalties payable by or to Third Parties, in respect of any adjustments
        under this paragraph, shall also be adjusted between the Vendor and the
        Purchaser as they occur and payment made within such 15-day period.
        Interest on the amount of such adjustment (including amounts, if any,
        for interest and penalties) calculated at the Prime Rate plus one
        percent (1%) from and including the date one Party receives notice of
        the adjustment from the other Party to and including the day prior to
        the date of payment, shall be payable to the Party entitled to the
        adjustments. No adjustment shall be made to Working Capital pursuant to
        this Schedule after one year following the Closing Date (four years
        following the Closing Date for Taxes), except where a Party shall have
        given written notice of its claim, with reasonable particulars, to the
        other prior to the expiry of such one year period, objecting to the
        determination of Working Capital, which notice shall also include the
        reasons for the objection. Any dispute arising between Vendor and
        Purchaser as to adjustments shall be settled by arbitration in
        accordance with the provisions of Section 2.2.7.

2.2.6   Adjustment Principles: For greater certainty, the following principles
        shall be employed in any determination of Working Capital or any
        adjustment required thereto in accordance with this Schedule:

        (a)   Subject to other provisions of this Section 2.2.6, all benefits,
              income, costs and expenses of every kind and nature relating to
              the Assets, including, without
<PAGE>   105
                                       3

              limitation, maintenance, capital and operating costs,
              processing fees, lease rentals and the proceeds from the sale
              of production, shall be determined as of the Reference Time on
              an accrual basis (and in respect of Taxes as set forth in the
              Notional Tax Return, as of the Reference Time) and, without
              limiting the generality of the foregoing:

              (i)   adjustments for costs or work performed and goods supplied
                    in connection with the operation and development of the
                    Assets shall be made on the basis of the date upon which the
                    work was performed or the goods were supplied;

              (ii)  adjustments for revenues from the sale of production shall
                    be made on the basis of the date of production; and

              (iii) adjustments for royalty payments and expenses relating to or
                    from the sale of production shall be made on the basis of
                    the date of production.

         (b)  The Basic Purchase Price shall be adjusted upwards by an amount
              equal to the market value of Petroleum Substances attributable to
              the Assets which Petroleum Substances have been sold prior to the
              Reference Time and for which the Company has not received full
              payment, plus an amount equal to the market value of Petroleum
              Substances attributable to the Assets which Petroleum Substances
              have been produced but not sold prior to the Reference Time.

         (c)  The Vendor and the Purchaser, at its own cost, and its authorized
              representatives, shall have the right exercisable upon 15 days'
              written notice to the other, to examine, copy and audit the
              records of the other and the Company that are relevant to
              effecting the adjustments pursuant to this Schedule. The rights
              hereunder shall survive for all matters for a period of two years
              from the Closing Date and for Tax matters a period of four years
              from the Closing Date.

2.2.7    ARBITRATION. If the Parties fail to reach agreement as to the
         calculation or determination of Working Capital or the Notional Tax
         Return pursuant to this Schedule, or otherwise as provided in the
         Agreement, the matter in dispute shall be resolved by a single
         arbitrator pursuant to the provisions of The Arbitration Act (R.S.A.).
         In making a determination as to the amount of the proposed adjustments
         to the Basic Purchase Price, the Working Capital or the Notional Tax
         Return, the arbitrator shall hear submissions from one individual as
         representative of the Vendors (as a group) and the Purchaser,
         respectively, as to their respective determinations of the proposed
         Basic Purchase Price adjustment, the Working Capital or the Notional
         Tax Return and then the arbitrator shall choose either the
         determination of the proposed Basic Purchase Price adjustment, the
         Working Capital or the Notional Tax Return by the Vendors or the
         determination of the proposed Basic Purchase Price adjustment, the
         Working Capital or the Notional Tax Return by the Purchaser. The
         arbitrator shall have access to the working papers prepared by each of
         the Vendors and the Purchaser relating to their respective
         determinations of Working Capital and the Notional Tax Return. Any
         decision of the arbitrator pursuant to this Agreement shall be final
         and binding on the Parties and shall not be subject to review. All
         costs of the arbitration shall be borne by the Vendors as to one-half
         and the Purchaser as to one-half.

<PAGE>   106
                                  SCHEDULE "C"


                attached to and forming part of a Share Purchase
                Agreement made as of the 1st day of October, 2000
                         between Larry McMinn, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================


                              FINANCIAL STATEMENTS
<PAGE>   107
                                  SCHEDULE "D"


                attached to and forming part of a Share Purchase
                Agreement made as of the 1st day of October, 2000
                         between Larry McMinn, as Vendor
                      and GEOCAN Energy Inc., as Purchaser


================================================================================



                               NOTIONAL TAX RETURN