EXHIBIT 10.1









                            SHARE EXCHANGE AGREEMENT

                                   DATED AS OF

                                 MARCH 28, 2015

                                  BY AND AMONG

                                 T-REX OIL, INC.

                                       AND

                        WESTERN INTERIOR OIL & GAS CORP.

                                       AND

                                ITS SHAREHOLDERS




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                            SHARE EXCHANGE AGREEMENT

         This  SHARE  EXCHANGE  AGREEMENT,  dated as of  March  28,  2015,  (the
"Agreement"), by and among T-Rex Oil, Inc., a Colorado Corporation, ("TRO"), and
Western Interior Oil & Gas Corp.  ("WIOG" or "Acquiree") a Wyoming  corporation,
and the Shareholders of WIOG, who join in this Agreement ("Shareholders").

         WHEREAS, the Board of Directors of TRO and Acquiree, respectively, have
each  approved,  as being in the best  interest of the  respective  entities and
their  stockholders,  the  Acquisition  of WIOG by TRO, in  accordance  with the
applicable provisions of the Colorado Business Corporation Laws;

         WHEREAS,   TRO,  Shareholders  and  Acquiree  desire  to  make  certain
representations,  warranties,  covenants and  agreements in connection  with the
Acquisition and also to prescribe various conditions to the Exchange; and

         WHEREAS,  this  Agreement is intended to set forth the terms upon which
WIOG will be acquired by TRO from Shareholders of WIOG.

         WHEREAS,  WIOG  is the  holder  of  Assets  pertaining  to Oil  and Gas
Production, Acquisition of properties, and management of them, including but not
limited  to Cash,  Bonds,  Wells,  Oil and Gas  leasehold,  Regulatory  Permits,
Pending  leases,  Royalty,   Overriding  royalty,  Mineral  interests,   Surface
facilities,  Equipment,  Vehicles, Geologic materials,  Engineering studies, and
Title work.

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations,  warranties, covenants and agreements set forth herein, and for
other good and  valuable  consideration  the receipt  and  adequacy of which are
hereby  acknowledged,  and intending to be legally bound hereby,  the parties do
hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

         "Affiliate" shall mean (a) with respect to an individual, any member of
such  individual's  family including lineal ancestors and descendents;  (b) with
respect to an entity,  any officer,  director,  stockholder,  partner,  manager,
investor or holder of an  ownership  shares of or in such entity or of or in any
Affiliate  of such entity;  and (c) with  respect to a Person,  any Person which
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with such Person or entity.

          "Acquiree"  shall have the meaning  set forth in the  preamble to this
Agreement.

         "Acquiree"  shall have the  meaning  set forth in the  recitals to this
Agreement,  and elsewhere " WIOG Material Adverse Effect" shall mean an event or
change,  individually  or in the  aggregate  with other events or changes,  that
could  reasonably  be  expected  to have a  material  adverse  effect on (a) the
business,  properties,  prospects, condition (financial or otherwise) or results
of  operations  of WIOG taken as a whole  (other than those  events,  changes or
effects  resulting  from general  economic  conditions  or the industry in which

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Acquiree is engaged  generally) or (b) the ability of Acquiree to consummate the
transactions contemplated hereby.

         "Agreement"  shall have the meaning  set forth in the  preamble to this
Agreement.

         "Certificates" shall have the meaning set forth in Section 2.04 of this
Agreement.

         "Closing"  shall have the  meaning  set forth in  Section  3.01 of this
Agreement.

         "Closing Date" shall have the meaning set forth in Section 3.01 of this
Agreement.

         "Code"  shall  have  the  meaning  set  forth in the  recitals  of this
Agreement.

         "Contingent  Obligation"  as to any Person  shall mean the undrawn face
amount of any letters of credit  issued for the account of such Person and shall
also mean any  obligation  of such Person  guaranteeing  or having the  economic
effect of guaranteeing any Indebtedness, leases, dividends, letters of credit or
other  obligations  ("Primary  Obligations")  of any other Person (the  "Primary
Obligor") in any manner,  whether  directly or  indirectly,  including,  without
limitation,  any obligation of such Person,  whether or not  contingent,  (a) to
purchase any such Primary  Obligation  or any  property  constituting  direct or
indirect security therefore, (b) to advance or supply funds (i) for the purchase
or payment of any such Primary Obligation or (ii) to maintain working capital or
equity  capital of the Primary  Obligor or otherwise  to maintain the  financial
condition  or  solvency  of  the  Primary  Obligor,  (c) to  purchase  property,
securities  or services  primarily for the purpose of assuring the obligee under
any such  Primary  Obligation  of the  ability  of the  Primary  Obligor to make
payment of such Primary Obligation,  or (d) otherwise to assure or hold harmless
the obligee  under such  Primary  Obligation  against  loss in respect  thereof;
provided,  however,  that the  term  Contingent  Obligation  shall  not  include
endorsements  of instruments for deposit or collection in the ordinary course of
business.

         "Contracts" shall mean all contracts,  leases, subleases, notes, bonds,
mortgages,  indentures, Permits and Licenses,  non-competition agreements, joint
venture or partnership agreements,  powers of attorney, purchase orders, and all
other  agreements,  arrangements  and other  instruments,  in each case  whether
written or oral,  to which such Person is a party or by which any of them or any
of its assets are bound.

         "Effective  Time"  shall  be the date all  conditions  and  performance
hereunder has been completed but no later than March 31, 2015.

         "End Date"  shall have the  meaning  set forth in Section  9.01 of this
Agreement.

         "Exchange"  shall have the  meaning  set forth in the  recitals of this
Agreement.

         "TRO"  shall  have  the  meaning  set  forth  in the  preamble  to this
Agreement.

         "TRO Common  Stock" shall have the meaning set forth in the recitals to
this agreement.

         "TRO  Common  Stock  Equivalents"  shall have the  meaning set forth in
Section 4.02 of this Agreement.

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         "TRO  Material   Adverse   Effect"  shall  mean  an  event  or  change,
individually,  or in the  aggregate  with other  events or  changes,  that could
reasonably  be expected to have a material  adverse  effect on (a) the business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of TRO and the TRO  Subsidiaries  taken as a whole (other than those
events,  changes or effects  resulting from general  economic  conditions or the
industry  in  which  TRO is  engaged  generally)  or (b) the  ability  of TRO to
consummate the transactions contemplated hereby.

          "Governmental  Approval"  shall mean the consent,  approval,  order or
authorization  of,  or  registration,  declaration  or  filing  with any  court,
administrative  agency or commission or other Governmental Entity,  authority or
instrumentality, domestic or foreign.

         "Governmental  Entity"  means the  government  of the United  States of
America, any other nation or any political subdivision thereof, whether foreign,
state or local,  and any agency,  authority,  instrumentality,  regulatory body,
court, tribunal,  arbitrator, central bank or other entity exercising executive,
legislative,  judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

         "Indebtedness"  shall  mean as to any Person and  whether  recourse  is
secured by or is otherwise available against all or only a portion of the assets
of such Person and whether or not contingent, but without duplication: (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in  connection  with the  Exchange of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person issued or
assumed as the  deferred  purchase  price of  property  or  services  (including
securities repurchase agreements but excluding trade accounts payable or accrued
liabilities  arising in the ordinary  course of business which are not more than
120 days  overdue  or which are being  contested  in good  faith by  appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with  GAAP);  (e)  every  Capital  Lease  Obligation  of  such  Person;  (f) any
obligation  of such  Person  to pay any  discount,  shares,  fees,  indemnities,
penalties,  recourse,  expenses or other amounts in connection with any sales by
such Person unless such sales are on a non-recourse basis (as to collectability)
of (i)  accounts or general  intangibles  for money due or to become  due,  (ii)
chattel  paper,  instruments  or  documents  creating or  evidencing  a right to
payment of money or (iii)  other  receivables,  whether  pursuant  to a purchase
facility or otherwise,  other than in  connection  with the  disposition  of the
business  operations  of  such  Person  relating  thereto  or a  disposition  of
defaulted  receivables  for collection and not as a financing  arrangement;  (g)
every obligation of such Person under any forward  contract,  futures  contract,
swap,  option or other financing  agreement or arrangement  (including,  without
limitation, caps, floors, collars and similar agreements), the value of which is
dependent  upon shares rates,  currency  exchange  rates,  commodities  or other
indices  (a  "derivative   contract");   (h)  every  obligation  in  respect  of
Indebtedness of any other entity (including any partnership in which such Person
is a general  partner) to the extent that such Person is liable  therefore  as a
result of such  Person's  ownership  shares in or other  relationship  with such
entity,  except to the extent that the terms of such  Indebtedness  provide that
such  Person  is not  liable  therefore  and such  terms are  enforceable  under
applicable law; and (i) every Contingent  Obligation of such Person with respect
to Indebtedness of another Person.  Notwithstanding  anything to the contrary in

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this Agreement,  the term "Indebtedness"  expressly includes the following debts
and obligations of WIOG.

         "Laws" shall mean all foreign, federal, state and local statutes, laws,
ordinances,   regulations,  rules,  resolutions,   orders,  writs,  injunctions,
judgments and decrees  applicable to the specified  Person and to the businesses
and assets thereof.

         "License"  shall mean any franchise,  authorization,  license,  permit,
certificate of occupancy, easement, variance, exemption, certificate, consent or
approval of any Governmental Entity or other Person.

         "Lien" shall mean any mortgage, pledge, assessment,  security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind.

          "Person" shall mean any individual, sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  limited liability company,
association,  Entity,  institution,  entity,  party,  Governmental Entity or any
other juridical entity of any kind or nature whatsoever.

         "Takeover  Proposal"  shall mean any  proposal for a tender or exchange
offer, Exchange, consolidation, sale of all or substantially all of such party's
assets,  sale of in excess of fifteen  percent of the shares of capital stock or
other  business  combination  involving  such party or any  proposal or offer to
acquire  in any  manner  a  substantial  equity  shares  (including  any  shares
exceeding fifteen percent of the equity outstanding) in, or all or substantially
all of the assets of, such party  other than the  transactions  contemplated  by
this Agreement.

         "Taxes" means all federal, state, county, local, municipal, foreign and
other  taxes,  assessments,  duties or similar  charges of any kind  whatsoever,
including all corporate franchise, income, gross receipts, occupation,  windfall
profits, sales, use, ad valorem,  value-added,  profits,  license,  withholding,
payroll, employment, excise, premium, real property, personal property, customs,
net  worth,  capital  gains,  transfer,  stamp,  documentary,  social  security,
disability,  environmental,  alternative minimum, recapture and other taxes, and
including  all shares,  penalties and  additions  imposed with respect  thereto,
whether  disputed or not and including any obligations to indemnify or otherwise
assume or succeed to the Tax  liability  of any  Person,  and any  liability  in
respect  of any Tax as a result of being a member of any  affiliated,  combined,
consolidated, unitary or similar group.

         "Tax   Return"   means  any  report,   return,   statement,   estimate,
informational  return,  declaration or other written information  required to be
supplied to a taxing authority in connection with Taxes.

         "Taxing  Authority"  means any domestic,  foreign,  federal,  national,
state, county or municipal or other local government,  any subdivision,  agency,
commission or authority thereof, or any  quasi-governmental  body exercising tax
regulatory authority.

          "Transaction  Documents"  shall mean this  Agreement  and the  related
Exchange Agreement.



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                                   ARTICLE II
                                THE CONSIDERATION

SECTION 2.01      Consideration; Effective Time

         The  Acquisition  shall become  effective upon the delivery of the WIOG
certificates  duly executed  representing  83% initially under 2.01 (a) below of
Acquiree's  outstanding shares of common and preferred stock and delivery of TRO
of the following consideration:

                  2.01(a)  7,470,000  shares of restricted  common stock of TRO,
                  shall be issued pursuant hereto to the Shareholders of WIOG as
                  set forth on Schedule 2.01  representing  83% f the issued and
                  outstanding WIOG shares.

                  2.01(b) And thereafter,  on a when completed basis,  1,530,000
                  shares  of  restricted  common  stock of TRO  shall be held in
                  escrow for the exchange of the  remaining 17% of WIOG which is
                  in the process of being purchased for delivery hereunder.

SECTION 2.02      The Acquisition.

         At the Effective Time and by virtue of the Exchange,  the WIOG shall be
conveyed to TRO which shall be the sole owning entity of the WIOG.

SECTION 2.03      Conversion of Securities.

         As of the Effective  Time,  by virtue of the Exchange:  The WIOG common
shares shall be deemed exchanged for common shares,  (on a when issued basis) of
TRO,  pursuant to the Schedule 2.01. WIOG common shares shall be conveyed to TRO
by  Acquiree's  shareholders,  in  consideration  for the right to receive up to
9,000,000 of the TRO Common Shares,  to be issued in consideration  therefore in
accordance  with Section 2.01  constituting  approximately  42% (in toto) of the
total outstanding shares of TRO on the date of closing, computed post-closing.

SECTION 2.04      Exchange Procedures.

         (a) As soon as  practicable  after  the  execution  hereof,  TRO  shall
provide  to  Acquiree  a  letter  of  transmittal  and  Exchange   Agreement  in
appropriate and customary form with such provisions as the board of directors of
TRO after the Exchange may reasonably  specify.  Upon surrender of a Certificate
for  cancellation  to TRO,  together with such letter of  transmittal,  duly and
properly  executed,  the holder of such Certificate or Note shall be entitled to
receive in exchange therefore a certificate  representing an number of shares of
TRO's shares of Common Stock as  represented  by the  percentage of the total of
Acquirer's  shares  represented by the  certificate  being  surrendeed,  and the
Certificates so surrendered shall be canceled. Until surrendered as contemplated
by this Section 2.04, each  Certificate  shall, at and after the Effective Time,
be deemed  to  represent  only the  right to  receive,  upon  surrender  of such
Certificate,  TRO Common shares as contemplated  by this Section 2.04,  together
with any dividends and other  distributions  payable as provided in Section 2.05
hereof,  and the holders thereof shall have no rights whatsoever as stockholders
of TRO.  Shares of TRO Common  issued in the  Exchange  shall be issued,  and be
deemed to be  outstanding,  as of the Effective  Time.  TRO shall cause all such

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shares of TRO Common  issued  pursuant to the  Exchange  to be duly  authorized,
validly  issued,  fully paid and  non-assessable  and not subject to  preemptive
rights.

         (b) If any  certificate  representing  shares  of TRO  Common  is to be
issued  in a name  other  than  that in which  the  Certificate  surrendered  in
exchange therefore is registered,  it shall be a condition of such exchange that
the  Certificate  so  surrendered  shall be properly  endorsed and  otherwise in
proper form for transfer and that the person  requesting such exchange shall pay
any transfer or other taxes  required by reason of the issuance of  certificates
for such shares of TRO Common in a name other than that of the registered holder
of the Certificate so surrendered.

SECTION 2.05.     Dividends and Distributions.

         No  dividends or other  distributions  declared or made with respect to
TRO Common Stock with a record date on or after the Effective Time shall be paid
to the holder of a  Certificate  entitled  by reason of the  Exchange to receive
certificates  representing  TRO Common Stock until such holder  surrenders  such
Certificate as provided in Section 2.04 hereof. Upon such surrender, there shall
be paid by TRO to the person in whose name certificates  representing  shares of
TRO Common Stock shall be issued pursuant to the terms of this Article II (i) at
the time of the surrender of such  Certificate,  the amount of any dividends and
other distributions theretofore paid with respect to that number of whole shares
of such TRO Common Stock represented by such surrendered Certificate pursuant to
the terms of this  Article II,  which  dividends  or other  distributions  had a
record  date on or after the  Effective  Time and a payment  date  prior to such
surrender and (ii) at the appropriate  payment date, the amount of dividends and
other  distributions  payable with respect to that number of whole shares of TRO
Common Stock represented by such surrendered  Certificate  pursuant to the terms
of this Article II, which dividends or other distributions have a record date on
or after the Effective Time and a payment date subsequent to such surrender.

                                  ARTICLE I II
                                   THE CLOSING

SECTION 3.01      Closing.

         Unless this Agreement shall have been  terminated and the  transactions
herein  contemplated  shall have been  abandoned  pursuant  to  Article  IX, and
subject to the  satisfaction  or waiver of the  conditions  set forth in Article
VIII the closing of the Acquisition  (the "Closing") shall take place as soon as
reasonably  practicable  (but in no event on written notice of less than two (2)
business  days)  after  all of the  conditions  set  forth in  Article  VIII are
satisfied,  but no later  than  March  31,  2015  or,  to the  extent  permitted
thereunder,  waived, or extended,  at the offices of T-Rex Oil, Inc., located at
520 Zang Street, Suite 250, Broomfield, CO 80021 or at such other time and place
as may be agreed to in writing by the parties  hereto (the date of such  Closing
being referred to herein as the "Closing Date").


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                                   ARTICLE IV

                      REPRESENTATIONS AND WARRANTIES OF TRO

Except  as set  forth  in the  applicable  section  of the  disclosure  schedule
delivered by TRO to Acquiree  prior to the execution of this Agreement (the "TRO
Disclosure Schedule"), TRO represents and warrants to Sellers as follows:

SECTION 4.01      Organization of TRO; Authority.

         TRO is an Entity duly organized,  validly existing and in good standing
under the laws of the State of Colorado.  TRO has all requisite  corporate power
and corporate authority to enter into the transaction documents to which it is a
party, to consummate the transactions  contemplated  hereby and thereby, to own,
lease and operate its  properties  and to conduct its  business.  Subject to the
receipt  of its  board of  director's  approval,  the  execution,  delivery  and
performance by TRO of the  Transaction  Documents to which it is a party and the
consummation of the transactions  contemplated hereby and thereby have been duly
authorized  by all  necessary  corporate  action on the part of TRO,  including,
without  limitation,  the  approval  of the  board  of  directors  of  TRO.  The
Transaction  Documents have been duly executed and delivered by each of TRO and,
assuming  that  the  Transaction   Documents  constitute  a  valid  and  binding
obligation  of the  other  parties  thereto,  constitute  a  valid  and  binding
obligation of TRO, enforceable against TRO in accordance with its terms. TRO has
heretofore  delivered or made available to Acquiree  complete and correct copies
of the  certificate  of  incorporation  and by-laws of TRO, the minute books and
stock  transfer  records of TRO, as in effect as of the date of this  Agreement.
TRO is not in violation of its organizational documents.

SECTION 4.02      Capitalization.

         The authorized  capital stock of TRO consists of 275,000,000  shares of
TRO Common Stock,  and 50,000,000  shares of Preferred Stock, of which 9,638,700
common Shares fully diluted  (approximately)  are outstanding on the date hereof
(including shares pending issuance and or reserved for conversion or settlements
pursuant to Board  Minutes.) No other shares of any other class or series of TRO
Common Stock or Preferred  or  securities  exercisable  or  convertible  into or
exchangeable  for  TRO  Common  Stock  ("TRO  Common  Stock   Equivalents")  are
authorized,  issued or outstanding.  The outstanding  shares of TRO Common Stock
have  been  duly   authorized   and  validly  issued  and  are  fully  paid  and
non-assessable  and were not issued in violation of, and are not subject to, any
preemptive,  subscription or similar  rights.  To TRO's  knowledge,  none of the
outstanding  shares of TRO  Common  Stock was  issued in  violation  of any Law,
including  without  limitation,  federal and state  securities  laws.  There are
outstanding  warrants,  options,   subscriptions,   calls,  rights,  agreements,
convertible or  exchangeable  securities or other  commitments  or  arrangements
relating to the issuance,  sale, purchase,  return or redemption,  and, to TRO's
knowledge,  voting or transfer of any shares, whether issued or unissued, of TRO
Common Stock,  TRO Common Stock  Equivalents or other  securities of TRO, all as
shown on Schedule 4.02 hereto. On the Closing Date, the shares of TRO Common for
which  shares of Sellers  Common Stock shall be issued in the  Acquisition  will
have been duly authorized and, when issued and delivered in accordance with this
Agreement,  such shares of TRO Common or Preferred Stock will be validly issued,
fully paid and non-assessable.

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SECTION 4.03      No Violation; Consents and Approvals.

         The execution  and delivery by TRO of the  transaction  documents  does
not, and the  consummation of the transactions  contemplated  hereby and thereby
and  compliance  with the terms  hereof and thereof will not,  conflict  with or
result in any  violation of or default (or an event which,  with notice or lapse
of time or both, would constitute a default) under, (a) the terms and conditions
or provisions of the certificate of  incorporation or by-laws of TRO (b) any Law
applicable  to TRO or the  property  or assets  of TRO,  or (c) give rise to any
right of  termination,  cancellation  or  acceleration  under,  or result in the
creation  of any lien upon any of the  properties  of TRO under any  contract to
which TRO is a party or by which TRO or any assets of TRO may be bound,  except,
in the case of clauses (b) and (c), for such  conflicts,  violations or defaults
which are set forth in the TRO  Disclosure  Schedule  and as to which  requisite
waivers  or  consents  will have been  obtained  prior to the  Closing or which,
individually  or in the aggregate,  would not have a material  adverse effect on
TRO.  No  Governmental  Approval  is  required to be obtained or made by or with
respect to TRO in connection  with the execution and delivery of this  Agreement
or the consummation by TRO of the transactions contemplated hereby.

SECTION 4.04      Litigation; Compliance with Laws.

         (a)  There  are:  (i) no  claims,  actions,  suits,  investigations  or
proceedings pending or, to the knowledge of TRO, threatened against, relating to
or affecting TRO, the business, the assets, or any employee,  officer, director,
stockholder,  or independent  contractor of TRO in their capacities as such, and
(ii) no orders of any Governmental Entity or arbitrator outstanding against TRO,
the business, the assets, or any employee,  officer, director,  stockholder,  or
independent contractor of TRO in their capacities as such, or that could prevent
or  enjoin,   or  delay  in  any  respect,   consummation  of  the  transactions
contemplated hereby.

         (b) TRO has complied and is in compliance in all material respects with
all laws applicable to TRO, its business or its assets. Neither TRO has received
notice from any Governmental Entity or other Person of any material violation of
law  applicable  to TRO, its business or assets.  TRO has obtained and holds all
required  Licenses  (all of  which  are in  full  force  and  effect)  from  all
Government  Entities  applicable  to TRO,  its  business  or  their  assets.  No
violations  are or have been  recorded  in  respect of any such  license  and no
proceeding  is pending,  or, to the  knowledge of TRO,  threatened  to revoke or
limit any such License.

                                    ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF Acquiree

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule  delivered by Acquiree to TRO prior to the execution of this  Agreement
(the "Acquiree Disclosure Schedule"), Acquiree represents and warrants to TRO as
follows:

SECTION 5.01      Organization of Acquiree; Authority.

         Acquiree is an corporation duly organized, validly existing and in good
standing under the laws of the State of Wyoming and has all requisite individual
power and  individual  authority  to enter into the  Transaction  Documents,  to
consummate the transactions  contemplated  hereby and thereby, to own, lease and
operate  Acquiree  properties and to conduct Acquiree  business.  Subject to the
approval by Shareholders, the execution, delivery and performance by Acquiree of

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the Transaction Documents and the consummation of the transactions  contemplated
hereby and thereby have been duly authorized by all necessary action on the part
of Acquiree,  including,  without limitation, the approval of Shareholders.  The
Transaction  Documents  have been duly  executed and  delivered by Acquiree and,
assuming  that  the  Transaction   Documents  constitute  a  valid  and  binding
obligation  of TRO,  constitute  a valid and  binding  obligation  of  Acquiree.
Acquiree is duly  qualified  or licensed to do business as a foreign  Entity and
are in good standing in each jurisdiction in which the property owned, leased or
operated  by it or the  nature  of  the  business  conducted  by it  makes  such
qualification  necessary,  except where the failure to obtain such qualification
or license would not, individually or in the aggregate, have a Acquiree Material
Adverse Effect on Acquiree. Acquiree has herewith delivered or made available to
TRO complete and correct copies of WIOG articles,  bylaws, and Board minutes, as
in effect as of the date of this Agreement.  Acquiree is not in violation of its
organizational documents.

SECTION 5.02      Capitalization.

         (a) WIOG  has  __________________common  shares  authorized  under  its
Articles of Incorporation and there are _______________common  shares issued and
outstanding  as of the date hereof.  To Acquiree's  knowledge,  none of the WIOG
shares were was issued in violation of any Law,  including,  without limitation,
state and federal securities laws. There are no Liens on or with respect to WIOG
or its assets.

         (b)  There  are no  outstanding:  (i)  securities  convertible  into or
exchangeable  for WIOG  securities;  (ii)  options,  warrants or other rights to
purchase or subscribe for WIOG;  or (iii)  contracts,  commitments,  agreements,
understandings   or  arrangements  of  any  kind  relating  to  WIOG,  any  such
convertible or exchangeable securities or any such options,  warrants or rights.
There is no outstanding right, option or other agreement of any kind to purchase
or otherwise to receive from Acquiree,  any ownership  shares in WIOG, and there
is no outstanding  right or security of any kind convertible into such ownership
shares. To Acquiree's  knowledge,  there are no voting trusts,  proxies or other
similar  agreements  or  understandings  with  respect  to  WIOG.  There  are no
obligations,  contingent  or  otherwise,  of Acquiree to  repurchase,  redeem or
otherwise acquire any WIOG or to provide funds to or make any investment (in the
form of a loan,  capital  contribution or otherwise) in any other Person.  There
are no accrued and unpaid  dividends with respect to any  outstanding  shares of
any WIOG.

SECTION 5.03      No Violation; Consents and Approvals.

         The  execution  and delivery by Acquiree of the  Transaction  Documents
does not,  and the  consummation  of the  transactions  contemplated  hereby and
thereby and compliance with the terms hereof and thereof will not conflict with,
or result in any  violation  of or default  (or an event  which,  with notice or
lapse of time or both,  would  constitute  a default)  under,  (a) the terms and
conditions or provisions of Acquiree, (b) any Laws applicable to Acquiree or the
property  or  assets  of WIOG,  or (c) give  rise to any  right of  termination,
cancellation or  acceleration  under, or result in the creation of any Lien upon
WIOG under,  any  Contracts  to which WIOG is a party or by which WIOG or any of
its assets may be bound,  except,  in the case of clauses (b) and (c),  for such
conflicts, violations or defaults as to which requisite waivers or consents will
have  been  obtained  prior to the  Closing  or  which,  individually  or in the
aggregate,  would not have an WIOG  Material  Adverse  Effect.  No  Governmental

                                      -10-
<PAGE>

Approval  is  required  to be  obtained  or made by or with  respect  to WIOG in
connection with the execution and delivery of this Agreement or the consummation
by Acquiree of the transactions contemplated hereby, except where the failure to
obtain such Governmental  Approval would not,  individually or in the aggregate,
have a Material Adverse Effect on WIOG.

SECTION 5.04      Litigation; Compliance with Laws.

         (a) Except as would not have a Material  Adverse Effect on WIOG,  there
are: (i) no claims, actions, suits, investigations or proceedings pending or, to
the knowledge of Acquiree,  threatened  against,  relating to or affecting WIOG,
its business, its assets, or any employee,  officer, director,  stockholder,  or
independent  contractor of WIOG in their  capacities as such, and (ii) no orders
of any  Governmental  Entity or arbitrator  are  outstanding  against WIOG,  its
business,  its assets,  or any  employee,  officer,  director,  stockholder,  or
independent  contractor  of WIOG in  their  capacities  as such,  or that  could
prevent or enjoin,  or delay in any respect,  consummation  of the  transactions
contemplated   hereby.  The  Acquiree   Disclosure   Schedule  shall  include  a
description  of  all  claims,  actions,  suits,  investigations  or  proceedings
involving WIOG, its business,  its assets, or any employee,  officer,  director,
stockholder or independent contractor of WIOG in their capacities as such.

         (b) Except as would not have an Material  Adverse Effect,  Acquiree has
complied and is in compliance in all material  respects with all Laws applicable
to Acquiree,  its business or its assets.  WIOG has not received notice from any
Governmental  Entity or other Person of any material violation of Law applicable
to it, its business or its assets.  Acquireehas  obtained and holds all required
Licenses  (all of which  are in full  force  and  effect)  from  all  Government
Entities applicable to it, its business or its assets. No violations are or have
been recorded in respect of any such License and no  proceeding is pending,  or,
to the knowledge of Acquiree threatened to revoke or limit any such License.

SECTION 5.05      Financial Statements.

         Acquiree  shall  provide,  no later than 60 days from the date hereof ,
audited  financial  statements in accordance with GAAP  accounting  consistently
applied,  complete  and  true  and  accurate  in all  respects,  disclosing  all
liabilities,  and  assets of WIOG,  and  shall  provide  all  books and  records
necessary to complete all filings in accordance with SEC Rules and Regulations.

SECTION 5.06        Conduct of WIOG Business

         WIOG  shall  conduct  its  business  in  the  ordinary  course  of  its
operations  and will not  incur  any new  extraordinary  expense  in  excess  of
$10,000,  without the consent of TRO. WIOG shall not pay any severance benefits,
golden  parachute  payments,  nor  dividends or bonuses to its  management,  nor
shareholders during the term of this agreement.

                                      -11-
<PAGE>

                                   ARTICLE VI
                        COVENANTS RELATING TO CONDUCT OF
                          BUSINESS PENDING THE EXCHANGE

SECTION 6.01      Conduct of the Business Pending the Exchange.

         (a) During the period from the date of this  Agreement  and  continuing
until the Effective Time, TRO agrees as to itself and the TRO Subsidiaries, that
TRO shall  not,  and  shall  cause the TRO  Subsidiaries  not to,  engage in any
business  whatsoever  other  than in  connection  with the  consummation  of the
transactions   contemplated  by  this  Agreement,  and  shall  use  commercially
reasonable  efforts to preserve  intact its  business  and assets,  maintain its
assets in good operating condition and repair (ordinary wear and tear excepted),
retain the services of its officers,  employees and independent  contractors and
use  reasonable  commercial  efforts to keep in full force and effect  liability
insurance and bonds comparable in amount and scope of coverage to that currently
maintained with respect to its business,  unless, in any case, Acquiree consents
otherwise in writing.

         (b) During the period from the date of this  Agreement  and  continuing
until the Effective Time,  Acquiree  agrees that,  other than in connection with
the consummation of the transactions  contemplated hereby, it shall carry on its
business only in the ordinary course of business  consistent with past practice,
use commercially  reasonable  efforts to preserve intact its business and assets
and use reasonable commercial efforts to keep in full force and effect liability
insurance and bonds comparable in amount and scope of coverage to that currently
maintained  with  respect to its  business,  unless,  in any case,  TRO consents
otherwise  in  writing.  Additionally,  during the period  from the date of this
Agreement and continuing  until the Effective Time,  Acquiree agrees that, other
than in connection with the consummation of the transaction contemplated hereby,
Acquiree  shall carry on its business  only in the  ordinary  course of business
consistent with past practice,  use commercially  reasonable efforts to preserve
intact its business and assets and use reasonable  commercial efforts to keep in
full force and effect  liability  insurance  and bonds  comparable in amount and
scope of coverage to that  currently  maintained  with respect to its  business,
unless, in any case, TRO consents  otherwise in writing.  During the period from
the date of this Agreement and continuing until the Effective Time, Acquiree and
TRO agrees as to itself,  that except as expressly  contemplated or permitted by
this Agreement, or to the extent that the other party shall otherwise consent in
writing:

                  (1) It shall not amend or propose to amend its  certificate of
incorporation  or  by-laws  or  equivalent  organizational  documents  except as
contemplated in this Agreement.

                  (2) It shall  not,  nor in the case of TRO shall it permit the
TRO Subsidiaries to, issue, deliver, sell, redeem, acquire, authorize or propose
to issue, deliver, sell, redeem, acquire or authorize, any shares of its capital
stock of any class or any securities  convertible into, or any rights,  warrants
or  options to  acquire,  any such  shares or  convertible  securities  or other
ownership  of equity,  provided  that:  (1) TRO shall be  permitted to issue the
shares of TRO  Common  Stock to be issued to  Acquiree  hereunder,  and (2) each
party shall be permitted  to issue  shares of its common  stock  pursuant to the
exercise of stock options, warrants and other convertible securities outstanding
as of the date hereof and listed on the Acquiree  Disclosure Schedule or the TRO
Disclosure Schedule, as the case may be:

                                      -12-
<PAGE>

                  (3) It shall  not,  nor in the case of TRO shall it permit any
of the TRO  Subsidiaries  to, nor shall it propose to: (i)  declare,  set aside,
make or pay any dividend or other distribution, payable in cash, stock, property
or  otherwise,  with  respect to any of its  capital  stock or (ii)  reclassify,
combine, split, subdivide or redeem, purchase or otherwise acquire,  directly or
indirectly, any of its capital stock.

                  (4) Other than dispositions in the ordinary course of business
consistent  with past  practice  which  would not cause a TRO  Material  Adverse
Effect or a WIOG Material Adverse Effect (as applicable), individually or in the
aggregate, to it and its subsidiaries, taken as a whole, it shall not, nor shall
it permit any of its subsidiaries to, sell, lease, encumber or otherwise dispose
of, or agree to sell,  lease  (whether  such  lease is an  operating  or capital
lease), encumber or otherwise dispose of its assets.

                  (5) It shall promptly advise the other party hereto in writing
of  any  change  in  the  condition  (financial  or  otherwise),  operations  or
properties,  businesses  or  business  prospects  of  such  party  or any of its
subsidiaries  which  would  result in a TRO  Material  Adverse  Effect or . WIOG
Material Adverse Effect, as the case may be.

                  (6) It shall not permit to occur, any (1) change in accounting
principles,  methods or practices,  investment  practices,  claims,  payment and
processing  practices  or  policies  regarding  intercompany  transactions,  (2)
incurrence  of  Indebtedness  or  any  commitment  to  incur  Indebtedness,  any
incurrence of a contingent  liability,  Contingent Obligation or other liability
of any type, except for, with respect to . WIOG, other than obligations  related
to the Exchange of Inventory in the ordinary course of business  consistent with
past  practices,  (3)  cancellation  of any debt or  waiver  or  release  of any
contract, right or claim, except for cancellations,  waivers and releases in the
ordinary  course of  business  consistent  with its past  practice  which do not
exceed $5,000 in the aggregate, (4) amendment,  termination or revocation of, or
a failure to perform  obligations or the  occurrence of any default  under,  any
contract or agreement (including, without limitation, leases) to which it is or,
as of April 30, 2015, was a party, other than in the ordinary course of business
consistent  with past practice,  or any License,  (5) execution of  termination,
severance or similar agreements with any of its officers, directors,  employees,
agents  or  independent  contractors  or (6)  entering  into any  leases of real
property or agreement to acquire real property.

SECTION 6.02      No Action.

         During the period from the date of this Agreement and continuing  until
the Effective Time,  Acquiree and TRO agrees as to itself that it shall not, and
Acquiree  shall  not,  take or agree or commit to take any  action,  (i) that is
reasonably  likely to make any of its  representations  or warranties  hereunder
inaccurate;  or (ii)  that is  prohibited  pursuant  to the  provisions  of this
Article VI.

                                      -13-
<PAGE>

                                   ARTICLE VII
                              ADDITIONAL AGREEMENTS

SECTION 7.01      Access to Information.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination  of this  Agreement,  each party  shall give the other party and its
respective counsel, accountants, representatives and agents, and with respect to
WIOG, it shall provide to TRO with respect to WIOG, full access, upon reasonable
notice  and  during  normal  business  hours,  to such  party's  and  Acquiree's
facilities and the financial,  legal,  accounting and other  representatives  of
such party and  Acquiree  with  knowledge of the business and the assets of such
party and Acquiree and, upon reasonable notice,  shall be furnished all relevant
documents,  records and other information concerning the business,  finances and
properties of such party and its  subsidiaries and Acquiree that the other party
and  its  respective  counsel,  accountants,  representatives  and  agents,  may
reasonably request. No investigation  pursuant to this Section 7.01 shall affect
or be deemed to modify any of the representations or warranties hereunder or the
condition to the obligations of the parties to consummate the Exchange; it being
understood that the investigation  will be made for the purposes among others of
the board of directors of each party  determining  in its good faith  reasonable
business  judgment the accuracy of the  representations  and  warranties  of the
other party. In the event of the  termination of this Agreement,  each party, if
so requested by the other party,  will return or destroy promptly every document
furnished  to it by or on  behalf  of the  other  party in  connection  with the
transactions  contemplated  hereby,  whether  so  obtained  before  or after the
execution  of this  Agreement,  and any  copies  thereof  (except  for copies of
documents publicly  available) which may have been made, and will use reasonable
efforts  to cause  its  representatives  and any  representatives  of  financial
institutions  and investors  and others to whom such  documents  were  furnished
promptly to return or destroy such  documents and any copies thereof any of them
may have  made.  It is hereby  acknowledged  the TRO shall have filed all of its
financial reports with the SEC prior to closing hereunder which shall constitute
delivery of the same to WIOG.

SECTION 7.02      No Shop; Exchange Proposals.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination of this Agreement,  neither  Acquiree nor TRO shall,  nor shall they
authorize or permit any of their  respective  officers,  directors or employees,
Acquiree  employees  or any  investment  banker,  financial  advisor,  attorney,
accountant  or other  representative  retained  by it to,  solicit,  initiate or
encourage (including by way of furnishing information), or take any other action
to facilitate, any inquiries or the making of any proposal which constitutes, or
may  reasonably  be expected to lead to, any Takeover  Proposal (as  hereinafter
defined),  or  negotiate  with  respect  to,  agree to or endorse  any  Takeover
Proposal  (except in any case if the board of directors or special  committee of
TRO or Acquiree,  as the case may be,  determines in good faith,  based upon the
written  opinion of its outside legal  counsel,  that the failure to do so would
constitute a breach of the fiduciary  duties of TRO or Acquiree under applicable
law). Acquiree shall promptly advise TRO and TRO shall promptly advise Acquiree,
as the case may be, orally and in writing of any such inquiries or proposals and
shall  also  promptly  advise  TRO or  Acquiree,  as the  case  may  be,  of any
developments or changes regarding such inquiries or proposals.  Acquiree and TRO
shall immediately  cease and cause to be terminated any existing  discussions or

                                      -14-
<PAGE>

negotiations with any persons (other than Acquiree and TRO) conducted heretofore
with respect to any Takeover Proposal. Acquiree and TRO agree not to release (by
waiver or otherwise) any third party from the provisions of any  confidentiality
or standstill agreement to which Acquiree or TRO is a party.

SECTION 7.03      Legal Conditions to Exchange; Reasonable Efforts.

         Acquiree,  TRO shall take all  reasonable  actions  necessary to comply
promptly with all legal requirements which may be imposed on itself with respect
to the Exchange and will promptly cooperate with and furnish information to each
other in connection with any such  requirements  imposed upon any of them or any
of their  Subsidiaries  in connection  with the Exchange.  Acquiree and TRO will
take all  reasonable  actions  necessary to obtain (and will cooperate with each
other in  obtaining)  any consent,  authorization,  order or approval of, or any
exemption  by, any  Governmental  Entity or other public or private third party,
required  to be  obtained  or made by  Acquiree  or TRO in  connection  with the
Exchange or the taking of any action contemplated thereby or by this Agreement.

SECTION 7.04      Certain Filings.

         Each party shall  cooperate with the other in (a)  connection  with the
preparation of an announcement or required filings,  (b) determining whether any
action by or in respect  of, or filing  with,  any  governmental  body,  agency,
official or  authority  is  required,  or any  actions,  consents,  approvals or
waivers are required to be obtained from parties to any material  contracts,  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement  and (c) seeking any such actions,  consents,  approvals or waivers or
making any such filings, furnishing information required in connection therewith
or with  the 8-K and  seeking  timely  to  obtain  any such  actions,  consents,
approvals or waivers. Each party shall consult with the other in connection with
the foregoing and shall use all reasonable  commercial efforts to take any steps
as may be  necessary  in order to obtain  any  consents,  approvals,  permits or
authorizations required in connection with the Exchange.

SECTION 7.05      Public Announcements and Filings.

         Each party  shall give the other a  reasonable  opportunity  to comment
upon,  and,  unless  disclosure  is  required,  in the  opinion of  counsel,  by
applicable law, approve (which approval shall not be unreasonably withheld), all
press  releases  or other  public  communications  of any sort  relating to this
Agreement or the transactions contemplated hereby.

SECTION 7.06      Tax Matters.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination of this  Agreement,  without the prior written  consent of the other
party or if required in the opinion of counsel,  neither TRO nor Acquiree, shall
make or change any election, change an annual accounting period, adopt or change
any  accounting  method,  file any amended  Tax  Return,  enter into any closing
agreement,  settle any Tax claim or  assessment  relating to it,  surrender  any
right to claim a refund  of Taxes,  consent  to any  extension  or waiver of the
limitation period  applicable to any Tax claim or assessment  relating to it, or
take any other action relating to the filing of any Tax Return or the payment of
any Tax.

                                      -15-
<PAGE>

SECTION 7.07      Supplements to Schedules.

         Prior to the Closing,  Acquiree will supplement or amend its disclosure
schedule  with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or described in such disclosure schedule. No supplement to or amendment of
the  disclosure  schedule  made pursuant to this SECTION 7.07 shall be deemed to
cure any breach of any  representation or warranty made in this Agreement unless
the other parties  hereto  specifically  agree thereto in writing.  Prior to the
Closing, TRO may supplement or amend its disclosure schedule with respect to any
matter which, if existing or occurring at the date of this Agreement, would have
been  required to be set forth or  described  in such  disclosure  schedule.  No
supplement  to or amendment of the  disclosure  schedule  made  pursuant to this
Section  7.07  shall be  deemed  to cure any  breach  of any  representation  or
warranty made in this  Agreement  unless the other parties  hereto  specifically
agree thereto in writing.

SECTION 7.08        TRO Liabilities.

         At Closing TRO will have certain  liabilities and may have  convertible
debt, and such liabilities shall, in the future, possibly be converted to common
stock.

SECTION 7.09 Liens, claims, debts, or Options/ Warrants.

         WIOG and its Shareholders warrant and represent that no other person or
entity,  not disclosed herein,  has any valid debt, or lien or claim to the WIOG
assets or to  shares  in WIOG  whatsoever.  As to WIOG  debts,  there is a first
mortgage  credit line with First  Interstate Bank of Casper Wyoming for $350,000
with a balance of $144,000.  There are also  $500,000 in WIOG  payables of which
approximately  $300,000 is payable to the stockholders that are being bought out
in a separate transaction as contemplated in 2.01(b). These payable amounts will
be  included in a secured  note which will  provide  for two  $150,000  payments
pursuant to the buy out  agreement of  shareholder  Tim McCutchin and the shares
being  purchased  thereunder may be purchased by other  shareholders of WIOG, if
they pay the funds,  and such  purchasers may receive the exchange shares issued
by TRO.


                                  ARTICLE VIII
                           CONDITIONS OF THE EXCHANGE

SECTION 8.01      Conditions to Each Party's Obligation to Effect the Exchange.

         The respective obligations of each party to effect the Exchange and the
other transactions  contemplated  herein shall be subject to the satisfaction at
or prior to the Effective Time of the following conditions,  any or all of which
may be waived, in whole or in part to the extent permitted by applicable law:

         (a) Acquiree Approval.  This Agreement shall have been duly adopted and
agreed by Acquiree's  shareholders,  through an Exchange Agreement,  Consent and
Representations signed by Acquiree.

                                      -16-
<PAGE>

         (b)  No  Injunctions  or  Restraints.   No  governmental  authority  of
competent  jurisdiction  shall have enacted,  issued,  promulgated,  enforced or
entered any statute,  rule, regulation,  execution order, decree,  injunction or
other order (whether temporary, preliminary or permanent) which is in effect and
which materially restricts,  prevents or prohibits  consummation of the Exchange
or any transaction contemplated by this Agreement;  provided,  however, that the
parties shall use their reasonable  commercial efforts to cause any such decree,
judgment, injunction or other order to be vacated or lifted.

SECTION 8.02      Additional Conditions to Obligations of TRO.

         The   obligations   of  TRO  to  effect  the  Exchange  and  the  other
transactions contemplated by this Agreement are also subject to the satisfaction
at or prior to the Closing Date of the following  additional  conditions  unless
waived by TRO:

         (a) Representations and Warranties.  The representations and warranties
of WIOG  and its  shareholders  set  forth in this  Agreement  shall be true and
correct  in  all  material  respects  (except  for  those   representations  and
warranties  qualified  by  materiality,  which  shall be true and correct in all
respects) as of the date of this  Agreement and as of the Closing Date as though
made on and as of the Closing  Date,  except as otherwise  contemplated  by this
Agreement.

         (b)  Performance  of  Obligations  of  WIOG.  Acquiree  and  Acquiree's
shareholders  shall have  performed  in all material  respects  all  conditions,
covenants,  agreements and obligations required to be performed by it under this
Agreement at or prior to the Closing Date.

         (c) No Material  Adverse  Change to WIOG.  From the date hereof through
and including the Effective  Time, no event shall have occurred which would have
an WIOG Material Adverse Effect.

         (d) Delivery of Audited  Financial  Statements  Audited GAAP  Financial
Statements of WIOG pursuant to SEC Rules and  Regulations  through  December 31,
2014 shall be delivered on or before May 31, 2015.

         (e) Third Party Consents. Acquiree shall have obtained all consents and
approvals,  required to be obtained prior to or at the Closing Date,  from third
parties or  governmental  and  regulatory  authorities  in  connection  with the
execution,  delivery  and  performance  by  Acquiree of this  Agreement  and the
consummation of the transactions contemplated hereby.

         (f) No Governmental  Order or Other Proceeding or Litigation.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (g) Due Diligence.  WIOG shall provide TRO, upon request,  with all due
diligence  materials,   that  TRO  deems  necessary  for  examination  for  this
transaction,  and for any necessary  audits,  including  financial  information,
leases,   geology,   participation   agreements  and  corporate  records.   This
transaction  and  performance  under this  Agreement  by TRO are  subject to its
satisfaction with the Due Diligence examination,  in its sole discretion. In the

                                      -17-
<PAGE>

event that TRO deems  remedial  action  necessary  for any matter that it finds,
then TRO shall give WIOG written notice of such requirement, and WIOG shall have
ten days within  which to provide  remedial  action or an agreed plan of remedy.
The Due  Diligence  period  shall  expire ten days before the last  closing date
under this Agreement, unless extended in writing.

         (g) Deliveries. At the Closing, Acquiree shall have delivered to TRO or
TRO shall have otherwise obtained:

         (1)  true,  correct  and  complete  copies  of (1) the  certificate  of
         organization or other charter document, as amended to date, of Acquiree
         as filed with, the Secretary of State or other appropriate  official of
         the state or other  jurisdiction of  organization of Acquiree,  (2) the
         by-laws or other similar  organizational  document of Acquiree, and (3)
         resolutions  duly and validly adopted by the Board of Directors and the
         stockholders of Acquiree  evidencing the authorization of the execution
         and  delivery of this  Agreement,  the other  Transaction  Documents to
         which  it  is  a  party  and  the   consummation  of  the  transactions
         contemplated  hereby  and  thereby,  in  each  case,  accompanied  by a
         certificate of the Secretary or Assistant Secretary of Acquiree,  dated
         as of the  Closing  Date,  stating  that no  amendments  have been made
         thereto from the date thereof through the Closing Date; and

         (2) Audited GAAP Financial Statements of WIOG pursuant to SEC Rules and
         Regulations  through  December 31, 2014 shall be delivered on or before
         May 31, 2015.

         (3) WIOG stock certificates of Acquiree  constituting 83% of the issued
         and outstanding stock of Acquiree,  under Section 2.01(a) and 7% of the
         issued and outstanding stock of Acquireee under Section 2.01(b).

         (4)  Acquiree  shall  have full  assignment  of all  leases  and assets
         involving  WIOG,  or its  participations,  free and  clear of any liens
         claims or encumbrances.

SECTION 8.03      Additional Conditions of Obligations of Acquiree.

         The  obligation  of  Acquiree  to  effect  the  Exchange  and the other
transactions  contemplated by this Agreement is also subject to the satisfaction
at or prior to the Closing Date of the following  additional  conditions  unless
waived by Acquiree:

         (a) Representations and Warranties.  The representations and warranties
of TRO set forth in this  Agreement  shall be true and  correct in all  material
respects  (except  for  those   representations  and  warranties   qualified  by
materiality)  as of the date of this  Agreement  and as of the  Closing  Date as
though made on and as of the Closing Date,  except as otherwise  contemplated by
this Agreement.

         (b)  Performance of Obligations of TRO. TRO shall have performed in all
material respects all conditions, covenants, agreements and obligations required
to be performed by them under this Agreement at or prior to the Closing Date.

         (c) No Material Adverse Change to TRO. From the date hereof through and
including  the Effective  Time, no event shall have occurred  which would have a
TRO Material Adverse Effect.

                                      -18-
<PAGE>

         (d) No Governmental  Order or Other Proceeding or Litigation.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (e) Deliveries. At the Closing, TRO shall have delivered to Acquiree:

                  (1) The  share  certificates  specified  in  Section  1.01(a),
         issued to Acquiree's  shareholders,  in proper  amounts,  pursuant to a
         schedule provided by Acquiree.

                  (2) Board Resolutions  appointing 1 new Director of Acquiree's
         choice.

                                   ARTICLE IX
                                   TERMINATION

SECTION 9.01      Termination.

         This  Agreement  may be  terminated  at any time prior to the Effective
Time, by TRO or under the terms as set forth below:

         (a) by mutual  consent of the boards of directors of TRO and  Acquiree;
or

         (b) by TRO upon written  notice to Acquiree,  if: (A) any  condition to
the  obligation  of TRO to close  contained  in Article  VII hereof has not been
satisfied by 60 days after date hereof (the "End Date")  (unless such failure is
the result of TRO's breach of any of its representations,  warranties, covenants
or agreements  contained  herein) or (B) the TRO stockholders do not approve the
Exchange; or

         (c) by Acquiree  upon written  notice to TRO, if: (A) any  condition to
the obligation of Acquiree to close contained in Article VII hereof has not been
satisfied  by the End Date  (unless  such  failure is the  result of  Acquiree's
breach  of any of  its  representations,  warranties,  covenants  or  agreements
contained herein); or (B) the Acquiree does not approve the Exchange; or

         (d) by TRO if the  board  of  directors  or  special  committee  of TRO
determines  in good faith,  based upon the written  opinion of its outside legal
counsel,  that the failure to terminate this Agreement would constitute a breach
of the  fiduciary  duties of the TRO board of directors or special  committee to
the TRO stockholders under applicable law; or

SECTION 9.02      Fees, Costs and Expenses.

         Whether or not the  Exchange is  consummated,  legal costs and expenses
incurred in connection  with this  Agreement and the  transactions  contemplated
hereby shall be paid by such party which incurs the expense.

                                      -19-
<PAGE>

                                    ARTICLE X
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

    The representations,  covenants,  agreements,  and warranties of the parties
set forth in this  Agreement  shall  survive the Closing.  Following the Closing
Date with respect to any particular representation or warranty, any party hereto
shall have the  responsibility  to complete any duties or deliver any  documents
necessary to complete, fulfill or comply with respect to such representation and
warranty, within a reasonable time after written demand..



                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.01     Notices.

         All notices,  requests and other  communications to any party hereunder
shall be in writing (including telecopy,  telex or similar writing) and shall be
deemed given or made as of the date  delivered,  if delivered  personally  or by
telecopy (provided that delivery by telecopy shall be followed by delivery of an
additional copy personally,  by mail or overnight courier),  one day after being
delivered by overnight courier or three days after being mailed by registered or
certified mail (postage prepaid,  return receipt  requested),  to the parties at
the following addresses:

         if to TRO  to:    T-Rex Oil, Inc.
                           520 Zang Street, Suite 250
                           Broomfield, CO 80021


         if to Acquiree or its Shareholders:
                           Western Interior Oil & Gas Corp.


or such other  address or telex or telecopy  number as such party may  hereafter
specify for the purpose by notice to the other party hereto.

SECTION 11.02     Amendment; Waiver.

         This Agreement may be amended, modified or supplemented, and waivers or
consents to departures  from the provisions  hereof may be given,  provided that
the same are in writing and signed by or on behalf of the parties hereto.

SECTION 11.03     Successors and Assigns.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
provided that no party shall assign,  delegate or otherwise  transfer any of its
rights or obligations  under this Agreement  without the written  consent of the
other party hereto.

                                      -20-
<PAGE>

SECTION 11.04     Governing Law.

         This  Agreement  shall be construed in accordance  with and governed by
the law of the State of Colorado  without  regard to  principles  of conflict of
laws.

SECTION 11.05     Waiver of Jury Trial.

         Each party hereto hereby  irrevocably  and  unconditionally  waives any
rights to a trial by jury in any legal action or  proceeding in relation to this
Agreement and for any counterclaim therein.

SECTION 11.06     Consent to Jurisdiction.

         Each of the Parties hereby irrevocably and  unconditionally  submits to
the exclusive  jurisdiction of any court of the State of Colorado or any federal
court sitting in Colorado for purposes of any suit,  action or other  proceeding
arising out of this Agreement and the  Transaction  Documents (and agrees not to
commence any action,  suit or proceedings  relating  hereto or thereto except in
such courts).  Each of the Parties agrees that service of any process,  summons,
notice or  document  pursuant  to the laws of the State of  Colorado  and on the
individuals  designated in Section  10.01 shall be effective  service of process
for any action, suit or proceeding brought against it in any such court.

SECTION 11.07     Counterparts; Effectiveness.

         Facsimile  transmissions  of  any  executed  original  document  and/or
retransmission of any executed facsimile  transmission shall be deemed to be the
same as the delivery of an executed  original.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 11.08     Entire Agreement; No Third Party Beneficiaries; Rights of
                  Ownership.

         Except as expressly  provided  herein,  this  Agreement  (including the
documents  and  the  instruments  referred  to  herein)  constitute  the  entire
agreement and supersede all prior  agreements and  understandings,  both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly  provided  herein,  this  Agreement is not intended to confer upon any
person  other than the parties  hereto,  any rights or remedies  hereunder.  The
parties  hereby  acknowledge  that no person  shall have the right to acquire or
shall be deemed to have  acquired  shares  of  common  stock of the other  party
pursuant to the Exchange until consummation thereof.

SECTION 11.09     Headings.

         The headings  contained in this  Agreement are for  reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

                                      -21-
<PAGE>

SECTION 11.10     No Strict Construction.

         The parties hereto have  participated  jointly in the  negotiation  and
drafting of this  Agreement.  In the event an ambiguity or question of intent or
interpretation  arises under any  provision of this  Agreement,  this  Agreement
shall  be  construed  as if  drafted  jointly  by the  parties  thereto,  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any of the provisions of this Agreement.

SECTION 11.11        Severability.

         If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.

SECTION 11.12     Errors and Omissions.

         If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.

SECTION 11.12     Force majeure.

         If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.











                                      -22-
<PAGE>


         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Exchange
Agreement to be duly executed as of the day and year first above written.

                                T-REX OIL, INC.

                                By: /s/ Don Walford
                                    ------------------------------------
                                    Name: Don Walford
                                    Title:   Chief Executive Officer


                                WESTERN INTERIOR OIL & GAS CORP.

                                By: /s/ Biberacher Werner
                                    ------------------------------------
                                    Name: Biberacher Werner
                                    Title:   Chief Executive Officer

                                SHAREHOLDERS OF WESTERN INTERIOR OIL & GAS CORP.


                                ---------------------------------------

                                Number of Shares:


                                --------------------------------------



















                                      -23-
<PAGE>

                                  SCHEDULE 1.01
                                     SHARES


Total Common Stock to be issued                 9,000,000 shares



NAME OF SHAREHOLDERS                            Shares:

Escrow with Michael Littman Attorney at Law     1,530,000


<PAGE>

                     EXCHANGE AGREEMENT WITH REPRESENTATIONS


Gentlemen:

         The   Subscriber/Exchangor   ("Subscriber")   herein,   as   Owner   of
_____________shares  of outstanding  common stock of Western  Interior Oil & Gas
Corp.  (WIOG) is offering to exchange  __________  shares of the common stock of
Western  Interior Oil & Gas Corp.  for  _____________  shares of common stock of
T-Rex Oil, Inc., Inc. ("Company" or "TRO"), a Colorado corporation.

         Subscriber hereby offers to exchange the shares as set forth above, and
agrees to become a  shareholder  of the  Company  (TRO).  In order to induce the
Company (TRO) to accept my offer, I advise you as follows and acknowledge:

1.  CORPORATE  DOCUMENTS.  Receipt of copies of Articles,  By-Laws,  and audited
financial  statements  of  the  Company  and  such  other  documents  as I  have
requested:  I hereby  acknowledge  that I have received the documents (as may be
supplemented  from  time  to  time)  relating  to the  Company  and  that I have
carefully  read  the  information  and  that I  understand  all of the  material
contained therein.

2. AVAILABILITY OF INFORMATION.  I hereby  acknowledge that the Company has made
available to me the  opportunity  to ask questions of, and receive  answers from
the Company and any other person or entity acting on its behalf,  concerning the
terms and  conditions of the  Business,  the  financial  statements  and related
information  of the Company and the 2014 10K,  10Q for Dec.  31, 2014 and the 8k
12g 3 of the Company and the information  contained in the corporate  documents,
and to obtain any additional  information,  to the extent the Company  possesses
such  information  or can  acquire it without  unreasonable  effort or  expense,
necessary to verify the accuracy of the information  provided by the Company and
any other person or entity acting on its behalf.

3.  REPRESENTATIONS  AND WARRANTIES.  Subscriber  represents and warrants to the
Company  (TRO)  (and  understands  that TRO is  relying  upon the  accuracy  and
completeness  of such  representations  and  warranties in  connection  with the
availability  of an exemption  for the offer and exchange of the shares from the
registration requirements of applicable federal and state securities laws) that:

(a) RESTRICTED SECURITIES.

(I) I understand that the Shares have not been  registered  under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws.

(II) I understand that if this exchange agreement is accepted and the Shares are
issued to me, I cannot sell or otherwise dispose of the shares unless the Shares
are registered  under the Act or applicable  state securities laws or exemptions
therefrom are available (and consequently, that I must bear the economic risk of
the investment for an indefinite period of time):

                                      -25-
<PAGE>

(III) I understand  that the Company (TRO) has no obligation  now or at any time
to  register  the Shares  under the Act or the state  securities  laws or obtain
exemptions therefrom.

(IV) I  understand  that the Company  (TRO) will  restrict  the  transfer of the
Shares in accordance with the foregoing representations.

(V) There is a limited  public  market for the common  stock of the  Company and
there  is no  certainty  that a more  liquid  market  will  ever  develop  or be
maintained.  There can be no assurance that I will be able to sell or dispose of
the  Shares.  Moreover,  no  assignment,   sale,  transfer,  exchange  or  other
disposition  of the  Shares  can be made  other  than  in  accordance  with  all
applicable  securities laws. It is understood that a transferee may at a minimum
be required to fulfill the investor suitability  requirements established by the
Company, or registration may be required.

(b)      LEGEND.

I agree  that any  certificate  representing  the  Shares  will  contain  and be
endorsed with the following, or a substantially equivalent, LEGEND:

"This  share   certificate   has  been   acquired   pursuant  to  an  investment
representation  by the holder and shall not be sold,  pledged,  hypothecated  or
donated or otherwise transferred except upon the issuance of a favorable opinion
by its counsel and the submission to the Company of other evidence  satisfactory
to and as required by counsel to the Company,  that any such  transfer  will not
violate the Securities Act of 1933, as amended,  and applicable state securities
laws. These shares are not and have not been registered in any jurisdiction."

(c)      OWN ACCOUNT.

I am the only party in interest  with respect to this exchange  offer,  and I am
acquiring the Shares for my own account for long-term  investment  only, and not
with an intent to resell, fractionalize, divide, or redistribute all or any part
of my interest to any other person.

(d)      AGE:     CITIZENSHIP.

I am at least twenty-one years old and a citizen of the United States.

(e)      ACCURACY OF INFORMATION.

All  information  which I have  provided  to the  Company  (TRO)  concerning  my
knowledge  of financial  and business  matters is correct and complete as of the
date set forth at the end hereof,  and if there should be any material change in
such  information  prior to acceptance of this exchange offer by the Company,  I
will immediately provide the Company with such information.

4.       EXCHANGE PROCEDURE.  I understand that this exchange is subject to each
of the following terms and conditions:

                                      -26-
<PAGE>

(a) The Company may reject this  exchange for legal  reasons,  and this exchange
shall become  binding upon the Company only when  accepted,  in writing,  by the
Company.

(b)      This offer may not be withdrawn by me.

(c)      The share  certificates  to be issued and  delivered  pursuant  to this
exchange will be issued in the name of and delivered to me.

5.       SUITABILITY. I hereby warrant and represent:

(a) That I can afford a complete loss of the  investment  and can afford to hold
the securities being received hereunder for an indefinite period of time.

(b)      That I consider this investment a suitable investment, and

(c)      That I am sophisticated and knowledgeable and have had prior experience
in financial matters and investments.

6.       ACKNOWLEDGEMENT OF RISKS. I have been furnished and have carefully read
the  information  relating  to the  Company,  including  this  form of  Exchange
Agreement. I am aware that:

(a) There are  substantial  risks  incident to the  ownership of Shares from the
Company,  and such  investment is speculative and involves a high degree of risk
of loss by me of my entire investment in the Company.

(b) No federal or state agency has passed upon the Shares or made any finding or
determination concerning the fairness of this investment.

(c) The books and  records  of the  Company  will be  reasonably  available  for
inspection by me and/or my investment  advisors,  if any, at the Company's place
of business.

(d) All assumptions  and projections set forth in any documents  provided by the
Company have been included  therein for purposes of  illustration  only,  and no
assurance  is given  that  actual  results  will  correspond  with  the  results
contemplated by the various assumptions set forth therein.

(e) TRO has had  unsuccessful  operating  history.  The proposed  operations are
subject to all of the risks  inherent  in the  establishment  of a new  business
enterprise,  including a limited  operating  history.  The  unlikelihood  of the
success of the Company must be considered  in light of the  problems,  expenses,
difficulties, complications and delays frequently encountered in connection with
the  formation  and  operation  of a new  energy  business  and the  competitive
environment in which the Company will operate.

7. RECEIPT OF ADVICE.  I acknowledge  that I have been advised to consult my own
attorney and investment advisor concerning the investment.

                                      -27-
<PAGE>

8. RESTRICTIONS ON TRANSFER. I acknowledge that the investment in the Company is
an illiquid investment. In particular, I recognize that:

(a) Due to restrictions  described  below, the lack of any market existing or to
exist for these Shares,  in the event I should  attempt to sell my Shares in the
Company,  my  investment  will be highly  illiquid  and,  probably  must be held
indefinitely.

(b) I must bear the economic  risk of investment in the Shares for an indefinite
period of time,  since the Shares have not been registered  under the Securities
Act of 1933, as amended, and issuance is made in reliance upon Section 4 of said
Act  and/or  Rule  506 of  Regulation  D under  the Act,  as may be  applicable.
Therefore,  the  Shares  cannot  be  offered,  sold,  transferred,  pledged,  or
hypothecated to any person unless either they are subsequently  registered under
said Act or an exemption from such  registration  is available and the favorable
opinion of counsel  for the  Company to that  effect is  obtained,  which is not
anticipated.  Further,  unless said Shares are  registered  with the  securities
commission  of  the  state  in  which  offered  and  sold,  I  may  not  resell,
hypothecate, transfer, assign or make other disposition of said Shares except in
a  transaction  exempt or  exempted  from the  registration  requirement  of the
securities  act of such state,  and that the specific  approval of such sales by
the securities regulatory body of the state is required in some states.

(c) My right to  transfer  my  Shares  will  also be  restricted  by the  legend
endorsed on the certificates.

9. ACCESS TO INFORMATION. I represent and warrant to the Company that:

(a)  I  have  carefully   reviewed  and  understand  the  risks  of,  and  other
considerations  relating to, the exchange of the Shares,  including the risks of
total loss in the event the Company's business is unsuccessful.

(b) I and my  investment  advisors,  if any,  have been  furnished all materials
relating to the Company and its proposed activities and anything which they have
requested  and have been  afforded  the  opportunity  to obtain  any  additional
information  necessary to verify the accuracy of any  representations  about the
Company.

(c) The Company has answered all inquiries that I and my investment advisors, if
any, have put to it concerning  the Company and its proposed  activities and the
Plan and exchange for the Shares.

(d)  Neither I nor my  investment  advisors,  if any,  have been  furnished  any
offering  literature other than the documents attached as exhibits thereto and I
and my  investment  advisors,  if  any,  have  relied  only  on the  information
contained in such exhibits and the  information,  as described in  subparagraphs
(b) and (c) above, furnished or made available to them by the Company.

(e) I am acquiring the Shares for my own account,  as principal,  for investment
purposes  only and NOT with a view to the resale or  distribution  of all or any
part  of such  Shares,  and  that I have  no  present  intention,  agreement  or

                                      -28-
<PAGE>

arrangement  to divide my  participation  with others or to resell,  transfer or
otherwise  dispose  of all or any part of the Shares  subscribed  for unless and
until I determine,  at some future  date,  that  changed  circumstances,  not in
contemplation at the time of this exchange, makes such disposition advisable;

(f) I, the undersigned,  if on behalf of a corporation,  partnership,  trust, or
other form of business entity,  affirm that: it is authorized and otherwise duly
qualified  to  purchase  and hold  Shares  in the  Company;  recognize  that the
information  under the caption as set forth in (a) above related to  investments
by an individual and does not address the federal income tax  consequences of an
investment  by  any  of the  aforementioned  entities  and  have  obtained  such
additional  tax  advice  that I have  deemed  necessary;  such  entity  has  its
principal  place of  business as set forth  below;  and such entity has not been
formed for the specific purpose of acquiring Shares in the Company.

(g) I have  adequate  means of  providing  for my  current  needs  and  personal
contingencies and have no need for liquidity in this investment; and

(h) The information provided by the Company is confidential and non-public and I
agree that all such  information  shall be kept in  confidence by it and neither
used by it to its personal  benefit (other than in connection  with its exchange
for the Shares)  nor  disclosed  to any third  party for any  reason;  provided,
however,  that this obligation shall not apply to any such information which (i)
is part of the public knowledge or literature and readily accessible at the date
hereof;  (ii) becomes part of the public  knowledge  or  literature  and readily
accessible by publication  (except as a result of a breach of these provisions);
or (iii) is received from third parties  (except those parties who disclose such
information in violation of any confidentiality  agreements  including,  without
limitation, any Exchange Agreement they may have with the Company).

10. BINDING AGREEMENT.  I hereby adopt, accept, and agree to be bound by all the
terms and  conditions  of the Share  Exchange  Agreement  by and between TRO and
WIOG, executed concurrently  herewith, and by all of the terms and conditions of
the  Articles  of  Incorporation,  and  amendments  thereto,  and By-Laws of the
Company.  Upon  acceptance  of this Exchange  Agreement by the Company,  I shall
become a Shareholder for all purposes.

11.  AGREEMENT  TO BE BOUND.  The Exchange  Agreement,  upon  acceptance  by the
Company, shall be binding upon my heirs, executors, administrators,  successors,
and assigns.

12. INDEMNIFICATION. I further represent and warrant:

(a) I hereby  indemnify  the  Company  and hold the  Company  harmless  from and
against any and all liability,  damage,  cost, or expense incurred on account of
or arising out of:

(I)  Any  inaccuracy  in  my  declarations,   representations,   and  warranties
hereinabove set forth;

(II) The  disposition of any of the Shares which I will receive,  contrary to my
foregoing declarations, representations, and warranties; and

                                      -29-
<PAGE>

(III)  Any  action,  suit or  proceeding  based  upon (1) the  claim  that  said
declarations,  representations,  or warranties  were inaccurate or misleading or
otherwise  cause for obtaining  damages or redress from the Company;  or (2) the
disposition of any of the Shares or any part thereof.

13.  GOVERNING  LAW. This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of Colorado,  except as to the manner in which
the  Subscriber  elects to take title to the Shares in the Company that shall be
construed in accordance with the state of his principal residence.

14. FINANCIAL  STATEMENT.  Upon request of the Company,  I shall provide a sworn
and signed copy of my current financial statement.

         An affiliate  of, or person  affiliated  with, a specific  person shall
mean a person that directly,  or indirectly through one or more  intermediaries,
controls  or is  controlled  by, or is under  common  control  with,  the person
specified.

15. TITLE:  I will hold title to my interest as follows:

                {  }  Community Property

                {  }  Joint Tenants with Right Survivorship

                {  }  Tenants in Common

                {  }  Individually

                {  }  Other:  (Corporation, Trust, Etc., please indicate)

                (Note:  Subscribers should seek the advice of their attorneys in
deciding in which of the above forms they should take  ownership  of the Shares,
since  different  forms  of  ownership  can  have  varying  gift  tax and  other
consequences,  depending  on the  state of the  investor's  domicile  and  their
particular personal circumstances. For example, in community property states, if
community  property  assets  are  used to  purchase  shares  held in  individual
ownership, this might have adverse gift tax consequences.  If OWNERSHIP IS BEING
TAKEN IN JOINT  NAME WITH A SPOUSE OR ANY OTHER  PERSON,  THEN ALL  SUBSCRIPTION
DOCUMENTS MUST BE EXECUTED BY ALL SUCH PERSONS.)


16. ACCREDITED  INVESTOR:  I represent that I am an "Accredited  Investor" or an
Officer of an "Accredited Investor" as defined below:

     Accredited  investor  shall  mean any  person  who comes  within any of the
following  categories,  or who the issuer reasonably believes come within any of
the  following  categories,  at the time of the sale of the  securities  to that
person.

                                      -30-
<PAGE>

         (A) Any bank as defined in section  3(a)(2) of the Act,  or any savings
and loan  association or other  institution as defined in section  3(a)(5)(A) of
the Act whether  acting in its individual or fiduciary  capacity;  any broker or
dealer registered pursuant to section 15 of the Securities Exchange Act of 1934;
any  insurance  company as defined in section  2(13) of the Act; any  investment
company  registered  under  the  Investment  Company  Act of 1940 or a  business
development  company  as  defined in  section  2(a)(48)  of that Act;  any Small
Business  Investment Company licensed by the U.S. Small Business  Administration
under section  301(c) or (d) of the Small  Business  Investment Act of 1958; any
plan established and maintained by a state, its political  subdivisions,  or any
agency or  instrumentality  of a state or its  political  subdivisions,  for the
benefit of its employees, if such plan has total assets in excess of $5,000,000;
any employee benefit plan within the meaning of the Employee  Retirement  Income
Security Act of 1974 if the investment decision is made by a plan fiduciary,  as
defined in section 3(21) of such act,  which is either a bank,  savings and loan
association,  insurance company,  or registered  investment  adviser,  or if the
employee  benefit  plan has  total  assets  in  excess  of  $5,000,000  or, if a
self-directed  plan, with  investment  decisions made solely by persons that are
accredited investors;

         (B) Any  private  business  development  company  as defined in section
202(a)(22) of the Investment Advisers Act of 1940;

         (C) Any  organization  described  in section  501(c)(3) of the Internal
Revenue  Code,   corporation,   Massachusetts  or  similar  business  trust,  or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;

         (D) Any director,  executive officer,  or general partner of the issuer
of the securities being offered or sold, or any director,  executive officer, or
general partner of a general partner of that issuer;

         (E) Any natural person whose  individual net worth,  or joint net worth
with that  person's  spouse,  at the time of his  purchase  exceeds  $1,000,000,
excluding the value of such persons' primary residence, except in the event that
the mortgages on the primary  residence exceed its value, then such excess shall
be deducted from the net worth when computed.;

         (F) Any  natural  person  who had an  individual  income  in  excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

         (G) Any trust,  with total assets in excess of  $5,000,000,  not formed
for the specific purpose of acquiring the securities offered,  whose purchase is
directed by a sophisticated person as described in ss.230.506(b)(2)(ii); and

         (H) Any  entity  in  which  all of the  equity  owners  are  accredited
investors.

         (I)  An  entity  or  person  defined  under  SEC  CFR  ss.2330.001  and
California Corporations Code ss.25102(n) (by inclusion).

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<PAGE>

         An affiliate  of, or person  affiliated  with, a specific  person shall
mean a person that directly,  or indirectly through one or more  intermediaries,
controls  or is  controlled  by, or is under  common  control  with,  the person
specified.

17. NO ASSIGNABILITY.  This exchange is personal to the person/entity whose name
and  address  appear  below.  I may not assign any of its rights or  obligations
under this Exchange Agreement to any other person or entity.

18.  CONDITIONS.  This Exchange  Agreement shall become binding upon the Company
only when accepted, in writing, by the Company.

19. EFFECTIVE DATE. The exchange for Shares evidenced by this Exchange Agreement
shall, if accepted by the Company,  be effective as soon, as all state laws have
been complied with to effectuate the transaction, and the audit of WIOG has been
delivered.

20.  CONVEYANCE.  I hereby agree to convey title to all of my shares in WIOG, as
shown  on  the  transfer  records  of  WIOG  to  the  Company  in  exchange  for
_______________ Common shares of the Company (TRO), with a Power of Attorney for
such stock certificate executed and delivered herewith.

21.  FURTHER  ACTS. I hereby agree to execute any other  documents  and take any
further  actions  that  are  reasonably  necessary  or  appropriate  in order to
implement the transaction contemplated by this Exchange Agreement.

                                  Subscriber/Exchangor



Dated: ____________, 2015
                                  ----------------------------------------------
                                  Name:
                                  Address:
                                  ----------------------------------------------
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                                  Social Security Number (For US Citizens only):

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