Exhibit 10.7


 





HYDROCARBON AND MINERAL LEASE


This Lease is made and entered
into as of the 14th day of January, 2005, by and between the parties listed on Exhibit A hereto, with respect to the interests
described therein, as the Lessor, hereinafter referred to as "Lessor", and Bleeding Rock LLC, a limited liability company
organized under the laws of the State of Utah, hereinafter referred to as "Lessee".


SECTION ONE


TERM AND PURPOSE


 


 


(a)   Grant
of Lease. Lessor, in consideration of the rents and royalties to be paid and the covenants and conditions to be kept and performed
by Lessee as provided for in this instrument, leases to Lessee the land, hydrocarbon and mineral interests in Carbon County, Utah,
more particularly described in Exhibit A to this Lease (the "Premises"), for the purpose of exploring for, extracting,
mining, taking out, and removing by any mining or extraction method, including open-pit mining and strip-mining, the merchantable
tar sand, bitumen, oil and other hydrocarbon products (collectively, "Oil Products"), together with any by-products
derived in the process of extracting the foregoing products therefrom (including, but not limited to, sand, gravel, timber, gold,
titanium, silver and other minerals) which are, or which subsequently may be found on, in, or under the land. Together with the
right to: (1) make all excavations or drilling; (2) construct on the Premises all buildings, extraction and separation facilities,
openings, ditches, drains, railroads, roads, pipelines, power facilities, tanks and other improvements that are or may become
suitable or necessary for the mining and removal, and/or separation and extraction, of the products from the Premises; and (3)
cut and use the timber on the Premises, as may be necessary for the usual purposes of the mining operations and for Lessee's own
fuel; Lessee to exercise reasonable care to clear up and remove all combustible debris to prevent any fires.


 





 






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(b)Term.
It is agreed that this Lease shall remain in force for a primary term of six (6) years from this date (the "primary term")
and if Lessee shall commence mining of Oil Products within the primary term or any extension of it, Lessee shall have the right
to continue mining and the term shall extend subsequently as long as Oil Products are continuously produced in commercial quantities
(Oil Products in amounts sufficient to produce 500 barrels of oil per day, on average) by Lessee from the Premises, provided,
however, that production may be discontinued or interrupted if such interruption is due to the inability of the Lessee to operate
the mine or facilities on a commercially reasonable basis due to temperatures, weather or snow-pack during the winter months.


 


SECTION TWO


 


MINING EQUIPMENT AND
IMPROVEMENTS


 





Lessee
may install engines and machinery, build roads, pipelines and rail tracks, and do such other things on the Premises as may be
necessary or proper to carry on the mining operations. Lessee shall have the right to use, free of cost, gas, oil, and water produced
on the land for Lessee's operation on the land. Lessee shall have the right at any time up to 180 days after the termination of
this Lease to remove all machinery and fixtures placed on the Premises. The mining of the Oil Products by Lessee shall
be done in a manner as is usual and customary in mining operations of similar character. Lessee shall comply with all government
regulations in its mining operations. Lessee shall not remove or impair any roads, tracts, ditches, or improvements of a permanent
nature made by Lessee after the termination of this Lease.


 






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SECTION THREE


 


RENT AND ROYALTY


 





(a) Royalties.
Lessee shall pay to Lessor a Production Royalty on Net Returns from the sale of Oil Products. For purposes of this Agreement,
the term "Production Royalty on Net Returns" means an amount equal to 10% of the Market Value of Minerals sold by
Lessee, less the following, to the extent and only to the extent that they are incurred by Lessee prior to sale by Lessee of
the Oil Products: Operating Costs, Transportation Costs, Processing Costs, Value Added Costs
and Extraction Taxes (collectively referred to herein as "Costs and Taxes") The term "Operating Costs"
means expenses and costs actually incurred for the extraction of the Oil Products from the ground and mining and handling of
the Oil Products, including maintenance and repairs to equipment and depreciation, but excluding reclamation expenses. The
term"Transportation Costs" means the expenses and charges actually incurred in transporting Oil Products, or their
derivatives, from the mine to the refinery or other place of processing and/or sale. Such costs shall include, but not be
limited to, wages, rent, freight, shipment insurance, handling, port, delay, demurrage, lighterage, tug, forwarding costs,
and transportation and taxes. The term "Processing Costs" means the expenses and costs actually incurred for
separating, processing or other benefication of the Oil Products, including maintenance and repairs to equipment and
depreciation. The term "Value Added Costs" means the expenses and costs actually incurred in upgrading the Oil
Products for sale, including, refining, cracking, distillation, or by mixing or combining the Oil Products, or any of them,
with reagents or other materials, minerals, chemicals, compounds, hydrocarbons or other substances of any kind or nature to
achieve the products or goods which are then sold by Lessee, including maintenance and repairs to equipment and depreciation,
The term "Extraction Taxes" means sales, use, gross receipts, ad valorem, severance and other taxes due and payable
in respect to severance, production, removal, sale or disposition of the Oil Products, but excluding any taxes on net income.
Oil Products shall be deemed sold at the time the money is actually received by Lessee unless transferred by Lessee to an
affiliate. The price received for the Oil Products sold in an "arms length transaction" shall be presumed to be
"Market Value" unless rebutted by a preponderance of the evidence. For purpose of this paragraph, "arm's
length transaction" means a transaction that has been arrived at in the market place between independent,
nonaffiliated persons with opposing economic interests regarding that transaction.


 


(b) Payment
of Royalties. Calculations and payments of the royalty shall be made quarterly, on the 15th day of each January,
April, July, and October in each year, commencing on the quarterly date following the first full or partial quarter in which
Oil Products have been mined and extracted and sold from the Premises. If the calculation of Net
Returns from the sale of Oil Products for any calendar quarter results in a negative number, no production royalty shall be
payable with respect to that calendar quarter, but such negative number shall not be used to offset Net Returns from the sale
of Oil Products for any future calendar quarter Payments shall be made to each Lessor at the address or addresses set forth
on the signature page hereof, or as otherwise directed by a Lessor in writing. Lessee shall, on a quarterly basis and in
conjunction with each quarterly royalty payment, transmit to Lessor an accurate statement of the amount of Oil Products
removed and sold during the quarter for which royalties are paid, and the amount of Costs and Taxes. The refinery receipts
shall be prima facie evidence of the amounts so sold during each quarter. Lessor may inspect and review the refinery receipts
upon request at reasonable times. Any errors shall be corrected accordingly. Lessor shall at all times have a lien on all Oil
Products mined, and on all improvements made, on the Premises as security for any unpaid balance of rents, royalties, or
taxes due and payable.


 






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(c)Bonus and Rent. Upon execution of this Lease, Lessee
shall pay to Lessor the sum of $101,472 as a bonus payment hereunder. Thereafter, beginning January 1, 2006, and annually thereafter,
as rent under this Lease, Lessee shall pay to Lessor the amount of $101,472. If the property has not reached commercial production
of Oil Products (Oil Products in amounts sufficient to produce 500 barrels of oil per day, on average) by the 5th anniversary
hereof, and such delay is not due to force majeure event under the provisions of Section 14(e) below, the advance rent shall increase
to $150,528 per year, or Lessor, at such time may terminate this Lease. Any lawsuit against development of the property shall toll
any increase in the rent and any termination right on the part of Lessor, so long as Lessee is diligently pursuing the lawsuit.
Rent due hereunder shall be excused for any year as to which the royalties paid hereunder for the prior year exceed the rental
amount.


 


(d)Apportionment of
Royalties and Rents. (1) The stated amounts of royalties to be paid by Lessee hereunder are based upon a 100-percent
interest in and to the mineral estate as to all of the Premises. If any party comprising Lessor owns less than the interest
in all of the Premises described in the preceding sentence, all royalty payments to be made by Lessee to such party hereunder
shall be reduced in the same proportion thereof as the interest of such party in the Premises bears to the interest described
for such party in
the preceding sentence. (2) The stated amounts of rents to be paid by Lessee hereunder are based upon the undivided interests
in the mineral estate as to all of the Premises stated to be owned by each party comprising Lessor as set forth in Exhibit A
attached hereto. If any party comprising Lessor owns less than the interest in all of the Premises described in the preceding
sentence for such party, all rent payments to be made by Lessee to such party hereunder shall be reduced in the same
proportion thereof as the interest of such party in the Premises bears to the interest described for such party in the
preceding sentence.


 






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SECTION FOUR






TERM EXTENSION


 


If mining of Oil Products is not commenced on the
land on or before the 6th anniversary of the commencement date of this Lease in commercial quantities (Oil Products
in amounts sufficient to produce 500 barrels of oil per day, on average, provided, however, that production may be discontinued
or interrupted if such interruption is due to the inability of the Lessee to operate the mine or facilities on a commercially reasonable
basis due to temperatures, weather or snow-pack during the winter months), this Lease shall terminate as to both parties, unless
the failure to commence operations is excused by the force majeure provisions of Section 14(e) below, in which case the term of
this Lease shall be extended in accordance with the provisions of said Section 14(e)..


 


SECTION FIVE


 


EXPLORATION AND DEVELOPMENT
COMMITMENT


 


Lessee agrees to expend or
cause to be expended during the term of this Lease, a minimum of $150,000 per year on the development of the Premises, until
commercial production of Oil Products (Oil Products in amounts sufficient to produce 500 barrels of oil per day, on average,
provided, however, that production may be discontinued or interrupted if such interruption is due to the inability of the
Lessee to operate the mine or facilities on a commercially reasonable basis due to
temperatures, weather or snow-pack during the winter months) is reached. For this purpose, the following expenditures would
qualify: expenditures on prospecting and searching for or production of Oil Products on, in or under the property, drilling,
examining, measuring and sampling the deposit of bitumen, when found, to gain knowledge of its size, shape, position and
characteristics to determine the value thereof, research, engineering, test work, feasibility studies and other development
and construction work directly benefiting the property, work performed on mineral lands contiguous to the property, legal
fees, engineering and consulting fees and salaries and other expenses relating to Lessee's personnel directly involved in the
project and all other similar activity or work performed with respect to the property or its development, and fees and
expenditures on other projects which benefit the Sunnyside project or reduce the expenditures which would otherwise be
incurred in connection with the Sunnyside project. All expenditures for exploration and development in excess of the
respective minimums required in each year shall be applied to the exploration commitment described in the next
succeeding year or years.


 






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SECTION SIX


 


PROPERTY TAXES


 


Lessee
shall pay promptly before delinquency all property taxes and assessments, that may be levied or assessed during the term of
this Lease upon the Premises. All such taxes for the year in which this Lease terminates shall be prorated between Lessor and
Lessee, except that neither Lessor nor Lessee shall be responsible for the payment of any taxes which are based upon
production from the Premises accruing solely to the other party. Lessee shall have the right to contest, in the courts or
otherwise, in its own name or in the name of Lessor, the validity or amount of any such taxes or assessments, if it deems the
same unlawful, unjust, unequal or excessive, or to take such other steps or proceedings as it may deem necessary to secure a
cancellation, reduction, readjustment or equalization thereof, before it shall be required to pay the same. Lessee shall not
permit or suffer the Premises or any part thereof to be conveyed, or title lost to Lessor, as the result of nonpayment of
such taxes or assessments. Lessee shall upon request furnish to Lessor duplicate receipts for
all such taxes and assessments when paid. Lessee shall not be liable for any taxes levied on or measured by income, or other
taxes applicable to Lessor, based upon payments under this Lease. Nothing in the foregoing shall be construed to obligate
Lessee to pay such portion of any tax as is based upon the value of improvements, structures or personal property made,
placed and used on any part or parts of the Premises by or for Lessor or by an owner or lessee of surface rights other than
Lessee after the date hereof. If Lessor receives tax bills or claims which are the responsibility of Lessee hereunder, the
same shall be promptly forwarded to Lessee for appropriate action.


 






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 (a) Termination by Lessor. In the event of any default by Lessee in the performance of its obligations hereunder, including all obligations to make payments of money to Lessor, Lessor shall give to Lessee written notice specifying the default. If (a) a default involving matters other than the payment of money to Lessor is not cured within sixty (60) days after Lessee has received the notice, or if Lessee has not within the time begun action to cure the default and does not diligently prosecute such action to completion, or (b) if a default involving the payment of money to Lessor is not cured within fifteen (15) business days after Lessee has received notice of non payment, Lessor may terminate this Lease by delivering to Lessee written notice of such termination, subject to Lessee's right to remove its property and equipment from the Premises as hereinafter provided. Lessor shall have no right to terminate this Lease except as set forth in this paragraph.




 


(b)Termination
by Lessee. Lessee shall have the right, at any time, to terminate this Lease by giving 180 days' written notice to
Lessor, either in person or by mail addressed to Lessor at the address given in this Lease, and on payment of the rent,
royalty and other sums as may be due, this Lease shall be deemed terminated. When this Lease terminates, regardless of the
cause, Lessee shall quietly and peacefully surrender possession of the Premises to Lessor or Lessor's agents, and Lessee
shall enter, or cause to be entered, a certificate of the termination of this Lease in the proper books of record in Carbon
County, Utah, and record them, as may be necessary to clear the record title and divest Lessee of all rights and title given
or acquired under this Lease.


 






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SECTION EIGHT




MINING



















 





 (a) Mining Practices. All of Lessee's operations hereunder shall be conducted in accordance with accepted practices of the mineral industry, and in compliance with all applicable local, state and federal laws and regulations. It shall rest in the sole discretion of the Lessee whether and in what manner it shall mine, remove, transport, and deliver Oil Products to a processing plant or refinery for physical, chemical or other treatment or shall treat the same in place. Whenever Lessee deems it necessary or advisable, Lessee may discontinue or resume exploration, development, mining and production operations from time to time during the term hereof, so long as it meets its obligations hereunder.




 


(b)Adjacent Property Mining Activities. Lessee is hereby
granted the right, if it so desires, to mine and remove Oil Products, and such other materials as are incident thereto, from the
Premises through or by means of shafts, openings or pits which may be made in or upon adjoining property owned or controlled by
Lessee, to the extent that Lessor can grant such rights. Lessee may, if it so desires, use the Premises and any shafts, openings
and pits therein for the mining, removal, treatment and transportation of Oil Products and materials from adjoining property, or
for any purpose connected therewith. In addition, the operations of Lessee upon the Premises and upon any and all other adjoining
lands to which Lessee has mining rights, may be conducted as a single mining operation, to the same extent as if all such properties
constituted a single tract of land. Nothing herein shall relieve Lessee from its obligations for payments or reports as set forth
in this Lease.


 


(c)Stockpiling. Lessee
shall have the right, at any time during the term hereof, to stockpile any Oil Products or other materials mined or produced
from the Premises at such place or places as Lessee may elect, either upon the Premises or upon any other adjoining
lands owned or controlled by Lessee, its successors and assigns. The rights and liens of Lessor
in and to any such Oil Products stockpiled on such other lands shall not be divested by the removal thereof from the Premises
but shall be the same in all respects as though such materials had been stockpiled on the Premises. The stockpiling of Oil
Products from the Premises on such other lands shall not be deemed a removal or shipment thereof requiring payment in respect
of Lessor's interest.









 






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(d)Treatment. Lessee shall have the right, but shall
not be required, to process, separate, extract, beneficiate, concentrate, smelt, refine, leach and otherwise treat, in any manner,
any Oil Products and other materials mined or produced from the Premises and from other adjoining lands. Such treatment may be
conducted wholly or in part at a plant or plants established or maintained on the Premises or on such other lands. The tailings
and residue from such treatment shall be deemed waste and may be deposited on the Premises or on such other lands. Lessor shall
have no right, title or interest in said tailings or residue; provided, however, that any said tailings or residue remaining on
the Premises or on such other lands for a period of sixty (60) days after the date on which this Lease has expired, or has been
terminated by Lessee as to all of the Premises, shall be deemed abandoned by Lessee and thereupon may be claimed by Lessor, if
and only if Lessor so elects. Nothing contained herein shall be construed to relieve Lessee from its responsibility for satisfaction
of all obligations with respect to environmental protection laws, mined land reclamation laws or other applicable federal, state
or local laws and regulations.


 


(e)Overburden Deposits. Waste, overburden, surface stripping
and other materials from the Premises may be deposited on or off the Premises, to the extent Lessor can grant such right and subject
to all applicable local, state and federal laws and regulations. Such materials from other adjoining lands may be deposited on
the Premises only if the same will not interfere with mining or oil and gas operations on the Premises.


 


(e) Inspection Rights of Lessor. Lessor reserves to itself and its agents the right, at any time, to
enter the Premises or any part of it, to inspect and survey the Premises, and to measure the quantity of Oil Products that may
be in or on the Premises or that shall have been mined or removed from the Premises, without unnecessarily or unreasonably hindering
or interrupting the work or operations of Lessee.


 






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SECTION NINE




RECORDS


 


Lessee shall keep books of account,
in accordance with generally accepted accounting principles, consistently applied, showing the amount of Oil Products shipped and
sold, and the amount of money received from the sale of the Oil Products. The books of account shall be open at all reasonable
times to Lessor and its representatives. Lessor or its authorized agents shall have a right to audit and inspect Lessee's accounts
and records to verify the calculation of the payments to Lessor hereunder, which right may be exercised as to each payment at any
reasonable time during a period of two (2) years from and after the date on which the payment was made by Lessee. If no such audit
is performed during such period, such accounts, records and payments shall be deemed to be true, accurate and correct.


 


SECTION TEN


 


EFFECT OF AGREEMENT


 


The covenants, agreements, and conditions of this Lease shall run
with the land, and shall bind the heirs, legal representatives, successors, and assigns of all parties to this Lease.


 


SECTION ELEVEN


 


PROPORTIONATE REDUCTION


 


Royalties and rents provided for in this Lease shall be subject
to proportionate reduction in accordance with the provisions of Section 3(d) above.









 






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SECTION TWELVE




DIVIDED INTERESTS


 


If the Premises are now or later shall be owned in severalty or
in separate tracts, the Premises, nevertheless, shall be developed and operated as one lease and all royalties accruing under this
Lease shall be treated as an entirety and shall be divided among and paid to such separate owners in the proportion that the acreage
owned by each separate owner bears to the entire leased acreage. If, however, the Premises consist of two or more non-abutting
tracts, this section shall apply separately to each non-abutting tract, and if a portion of the Premises is later consolidated
with other lands for the purpose of operating the consolidated tract as one lease, this section shall be inoperative as to the
portion so consolidated.


 


SECTION THIRTEEN


 


WARRANTY OF TITLE


 


Each of the parties comprising Lessor, to the extent and only to the extent of the ownership interest set
forth for that party on Exhibit A attached hereto, warrants and agrees to defend the title to the lands described in this Lease
against burdens and claims arising by, through or under such party, but not otherwise. Lessor agrees that Lessee shall have the
right at any time to redeem, for Lessor, by payment of any mortgage, taxes, or other liens on the lands in the event of default
of payment by Lessor, and be subrogated to the rights of the holder, and Lessor, on behalf of Lessor and the heirs, successors,
and assigns of Lessor, surrenders and releases all rights of dower and homestead in the Premises described in this Lease, insofar
as the right of dower and homestead may in any way affect the purposes for which this Lease is made.




 


 






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SECTION FOURTEEN




GENERAL CONDITIONS


 


(a)Attorneys' Fees. If Lessor or Lessee shall commence
an action against the other arising out of or in connection with this Lease, the prevailing party shall be entitled to recover
its costs of suit and reasonable attorneys' fees.


 


(b)Notices. All notices and demands, which may or are
to be required or permitted to be given hereunder shall be in writing. All notices and demands shall be sent by receipted hand
delivery, by confirmed facsimile, by United States mail, postage prepaid, or by an express delivery service which maintains records
of deliveries, freight prepaid, addressed to Lessor or Lessee, at the address or addresses set forth on the signature page hereof.


 


(c)Indemnity. Each party shall hold harmless, reimburse,
indemnify, and defend the other party from and against any and all losses, injury, obligations, claims, damages, judgments, and
injuries of any nature resulting from, arising out of or related in any respect to the falsity or inaccuracy of any representation
or warranty made by the indemnifying party and/or obligations arising under or in connection with this, including without limitation
reasonable attorneys' fees, costs, and expenses of any nature incurred as a result of or related to such false or inaccurate representations
and/or warranties.


 


(d)Governing Law. This Lease shall be governed by and
construed in accordance with the laws of the State of Utah.


 


(e)Force
Majeure. Lessee shall not be liable for failure to perform any of its obligations hereunder (except for payments which
have become due to Lessor) during periods in which performance is prevented by any cause reasonably beyond Lessee's control
(except for payments of money), which causes hereinafter are called "force majeure". For purposes of this Lease,
the term "force majeure" shall include, but shall not be limited to, fires, floods, windstorms and other damage
from the elements, strikes, riots, action of governmental authority, litigation, acts of God and acts of the public enemy.
The performance by Lessee of its obligations hereunder shall be suspended, and the duration of this Lease shall be extended,
for a period equal to the period for which performance is reasonably suspended by reason of force majeure. All periods of
force majeure shall be deemed to begin at the time Lessee stops performance hereunder by reason of force majeure. Lessee
shall notify Lessor of the beginning and ending date of each such period.




 






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(f)Paragraph Headings. The paragraph headings as to the
contents of particular paragraphs herein are inserted only for convenience and are in no way to be construed as part of such paragraph
or as a limitation on the scope of the particular paragraph to which they refer.


 


(g)Assignment; Change of Ownership. Lessee and Lessor
may sell, convey, assign or transfer their rights and interests in this Lease in whole or in part without the prior written consent
of the other party; provided that the assignor assumes all obligations of the respective party, in writing, and furnishes a copy
of such assignment to the Lessee or Lessor, as the case may be. However, no such assignment shall operate to relieve the assignor
of any liability or obligation under this Lease which arose prior to such assignment. In addition, no change of ownership of the
Premises shall be binding upon Lessee, whether Lessee has actual or constructive knowledge of such change of ownership, until thirty
(30) days after Lessee shall have been furnished by certified or registered United States mail at Lessee's office address as set
out herein with a certified copy of the recorded instrument or instruments satisfactory in the opinion of Lessee to evidence such
change of ownership and to establish the right, title or interest of the claiming party and the extent thereof


 


(h)Benefit
of Agreement; Recording. The covenants and agreements contained in the within Lease shall apply to, inure to the benefit
of and be binding upon the parties hereto and upon their respective successors in interest and legal representatives, subject
to the restrictions contained herein on assignments. If requested by Lessee or Lessor, the parties hereto shall execute a
memorandum or short recording counterpart of this Lease, which counterpart shall be in a form sufficient to constitute notice
of this Lease to third parties under the laws of the state in which the Premises are located, but which counterpart shall not
contain the amounts or rates of payment hereunder, or other terms of this Lease which Lessee or Lessor may elect not to
disclose of record. The execution and recording of the above recording counterpart shall not limit, decrease or increase, or
in any manner affect, any of the terms of this Lease, or any rights, interests or obligations of the parties hereto.




 






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(i)No Interruption of Operations. Disputes or differences
between the parties hereto shall not interrupt performance of this Lease or the continuation of operations hereunder unless a continuation
of operations would cause irreparable harm to the Lessor. In the event of any dispute or difference, and subject to the foregoing,
operations may be continued, and settlements and payments may be made hereunder in the same manner as prior to such dispute or
difference, until the matters in dispute have been finally determined between the parties, and thereupon such payments or restitutions
shall be made as may be required under the terms of the settlement or final determination of the dispute.


 


(j)Waiver.
The failure of a party to insist upon strict performance of any of the terms, covenants, conditions or agreements contained
herein shall not be deemed a waiver of any rights or remedies that said party may have, and shall not be deemed a waiver of any
subsequent breach or default in the performance of any of the terms, covenants, conditions or agreements contained herein.


 


IN WITNESS WHEREOF, this Lease has been executed and delivered
by the undersigned as of the date first above written.




 


 





	 	 
	 	 



 


 






    	14



    	 	



    
 


 


State
of Colorado


 


County
of _______


 





On this 14th day of January, 2005, personally appeared
before me E. Michael Meany, President of Meany Land & Exploration, Inc., a Colorado corporation, who by me did duly swear
that he is the president of the above named corporation and that said instrument was signed on behalf of said corporation pursuant
to a resolution of its Board of Directors, and acknowledged to me that said corporation executed the same.




 





	 	/s/ Richard Johnson, Jr.
	 	Notary Public



 


 






    	15



    	 	



    
 


 





	 	 
	 	 



 


 








State
of Colorado


 


County
of Salt Lake


 





On
this  22nd day of February, 2005, personally appeared before me William C. Gibbs, Manager of Bleeding Rock LLC, who by me did
duly swear that he is the manager  of the above named limited  liability company and that said instrument was signed on
behalf of said corporation pursuant to a resolution of its Board of Directors, and acknowledged to me that said corporation
executed the same.


 


 











	 	/s/ Michael Thaller
	 	Notary Public



 


 


 






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EXHIBIT
A


 


Legal
Description and Ownership Interests


 


LAND
DESCRIPTION:


 


Township
14 South, Range 14 East, SLM


 


Section
2: All.


Section
3: E/2, NW/4


 


Containing
1120.00 acres, more or less


 


OWNERSHIP
INTERESTS:


 


Meany
Land Development - undivided 20-percent ownership of mineral estate; no ownership of surface estate.


 






    	17



    	 	



    
NOTICE OF ASSIGNMENT


 





This is to give notice of the assignment by Bleeding
Rock LLC to GreenRiver Resources, Inc of a Lease Agreement ("Lease") dated as of January 14, 2005, by and between Meany
Land & Exploration, Inc. and Bleeding Rock LLC, a Utah company. The real property involved is as follows:




 


 





Township 14 South, Range 14 East. SLM


Section
2: All.


Section 3: E/2, NW/4.


Containing 1120.00 acres, more or less




 


Bleeding
Rock LLC


 


By: /s/
William C. Gibbs


William
C. Gibbs Manager/CEO


 


 





 








State
of Colorado


 


County of Salt Lake


 


The
foregoing instrument was acknowledged before me this 8th day of November, 2005 by William C. Gibbs, known to me to be
the person described in and who executed the within and foregoing instrument and acknowledged to me that he executed the same
on behalf of Bleeding Rock L.L.C.


 


 


 


 





 











	 	/s/ Whitmey Boyer
	 	Notary Public



 


 


 






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ADDENDUM TO HYDROCARBON AND MINERAL LEASE


 


This Addendum to Lease is made and entered into as of the 16th day
of January, 2009, by and between Meany Land & Exploration, Inc, hereinafter referred to as "Lessor", and GreenRiver
Resources, Inc., a Utah corporation, hereinafter referred to as "Lessee".


 


Recitals


 


Whereas, Lessor entered into a Hydrocarbon and Mineral Lease, dated
January 14, 2005, with BleedingRock LLC, as 'lessee (the "Lease") and


 


 


Whereas, BleedingRock LLC assigned all of its rights and obligations
under such Lease to Lessee.; and


 


Whereas, Lessor and Lessee desire to extend the payment date for
rental payments due December 31, 2008 and extend the primary term. of the Lease to December 31, 2013.


 


Agreement


 


	1.		The Rent due under Section 3 (c) on January 1, 2009 will be due and payable on February
15, 2009. Rental Payment shall be the increased as stated in paragraph 14(e) for each year beginning February 15, 2009 and each
year thereafter.



 


	2.		The "primary term" under Section 1 (b) shall be extended until December
31, 2013.



 


	3.		All other terms and conditions shall remain the same.



 


	4.		"Hydrocarbon and Mineral Interest" as defined in our January 14th,
2005 Hydrocarbon and Mineral Lease shall not be deemed to include, and shall specifically exclude, conventional Oil. and Gas.



 


IN
WITNESS WHEREOF, this Addendum to Lease has been executed and delivered by the undersigned as of the date first above written.




 


 





	 	
	 	 



 


 






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ADDENDUM #2 TO
HYDROCARBON AND MINERAL LEASE


 


This Addendum to Lease is made and entered into as of the 16th day
of April, 2009, by and between Meany Land & Exploration, Inc., hereinafter referred to as "Lessor", and GreenRiver
Resources, Inc., a Utah corporation, hereinafter referred to as "Lessee".


 


Whereas, Lessor entered into a Hydrocarbon and Mineral Lease, dated
January 14, 2005, with BleedingRock LLC, as lessee (the "Lease, and


 


Whereas, BleedingRock LLC assigned all of its rights and obligations
under such Lease to Lessee; and


 


Whereas, Lessor and Lessee previously extended the payment date
for rental payments due December 31, 2000 and extended the primary term of the Lease to December 31, 2013, pursuant to an Addendum
to Lease dated January 16, 2009; and


 


Whereas, Lessor and Lessee desire to extend the payment date for
rental payments due December 31, 2008 as set forth below.


 


Agreement


 


	1.		The Rent due under Section 3 (c) on January 1, 2009 will be paid as follows:



 


	a.		$25,000 on April 16, 2009.



	b.		$24,930.70 on June 30, 2009,



 


	2.		All other terms and conditions shall remain the same.



 


 


IN WITNESS WHEREOF, this Addendum to Lease has been executed and
delivered by the undersigned as of the date first above written.




 


 





	 	 
	 	 



 


 






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ADDENDUM
#3 HYDROCARBON AND MINERAL LEASE


 


This
Third Addendum to Lease is made and entered into as of the 15th day of December, 2009, by and between Meany Land
& Exploration, Inc., hereinafter referred to as “Lessor”, and GreenRiver Resources, Inc., a Utah corporation,
hereinafter referred to as “Lessee”.


 


Recitals


 


Whereas,
Lessor entered into a Hydrocarbon and Mineral Lease, dated January 14, 2005, with BleedingRock LLC, as lessee (the
“Lease”) and


 


Whereas
BleedingRock LLC assigned all of its rights and obligations under such Lease to Lessee,; and


 


Whereas
Lessor and Lessee desire to extend the payment date for rental payments due December 31, 2009.


 


Agreement


 


	1.		The Rent due under Section 3(c) on January 1, 2010 will be due and payable as follows:
1/3 on January 1, 2010, 1/3 on February 28, 2010 and 1/3 on March 31, 2010.



 


	2.		All other terms and conditions shall remain the same.



 


IN
WITNESS WHEREOF, this Addendum to to Lease has been executed and delivered by the undersigned as of the date first above written.


 


 


 





	 	 
	 	 



 


 






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ADDENDUM
#4 HYDROCARBON AND MINERAL LEASE


 


This
Fourth  Addendum to Lease is made and entered into as of the 1st  day of January, 2011, by and between Meany Land &
Exploration, Inc., hereinafter referred to as “Lessor”, and GreenRiver Resources, Inc., a Utah
corporation, hereinafter referred to as “Lessee”.


 


Recitals


 


Whereas,
Lessor entered into a Hydrocarbon and Mineral Lease, dated January 14, 2005, with BleedingRock LLC, as lessee (the
“Lease”) and


 


Whereas
BleedingRock LLC assigned all of its rights and obligations under such Lease to Lessee,; and


 


Whereas
Lessor and Lessee desire to extend the payment date for rental payments due December 31, 2009.


 


Agreement


 


	1.		The Rent due under Section 3(c) on January 1, 2011 will be due and payable as follows:
1/3 on March 1, 2011, 1/3 on May 31, 2011 and 1/3 on July 31, 2011.



 


	2.		All other terms and conditions shall remain the same.



 


IN
WITNESS WHEREOF, this Addendum to to Lease has been executed and delivered by the undersigned as of the date first above written. 


 





	 	
	 	 



 


 






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ADDENDUM
#5 HYDROCARBON AND MINERAL LEASE


 


 


This
Fifth  Addendum to Lease is made and entered into as of the 15th   day of January, 2012, by and between Meany Land &
Exploration, Inc., hereinafter referred to as “Lessor”, and GreenRiver Resources, Inc., a Utah
corporation, hereinafter referred to as “Lessee”.


 


Recitals


 


Whereas,
Lessor entered into two separate Hydrocarbon and Mineral Leases, each dated January 14, 2005, with BleedingRock LLC, as
lessee (collectively, the “Leases”) and


 


Whereas,
BleedingRock LLC assigned all of its rights and obligations under such Leases to Lessee; and


 


Whereas, Lessor and
Lessee desire to amend the Leases as follows.


 


Agreement


 


	1.		The following paragraphs will be added to Section Three of each of the Leases:



 


(e) Pooling/Unitization
of Interests. Lessee, at its option, is hereby given the right and power to voluntarily pool, unitize or combine
the acreage covered by this Lease, or any portion thereof, as to Oil Products (a “Pooled Unit”), together with
any by-products derived in the process of extracting Oil Products, including, but not limited to, sand, gravel, timber,
gold, titanium, silver and other minerals (“Byproducts”), or separately for the production of either, when
in Lessee’s judgment it is necessary or advisable to do so, and irrespecitve of whether authority similar to this
exists with respect to other land or leases in the immediate vicinity thereof. The pooling or unitization in one or more
instances shall not exhaust the rights of Lessee hereunder to pool this Lease,or portions thereof, into other units. Lessee
shall file for record in the county records of the county in which the lands are located an instrument idenifying and
describing the pooled acreage. Lessee may at its election exercise its pooling operation after commencing operations, but is
not required to include land or leases upon which a mine is capable of producing Oil Products. Lessee shall not include
acreage in a Pooled Unit if the Oil Products contained therein are not capable of commercial production.


 


Production of
Oil Products from any part of a Pooled Unit shall be considered as operations for production of Oil Products from the land
covered by this Lease, whether or not actually located on the premises covered by this Lease.


 






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If this Lease is pooled or
unitized with other land or leases, Royalties hereunder shall be computed on the basis of Net Returns as set forth in 3(a)
above, for the entire pooled Unit, and allocated to the land covered by this Lease and included in the Pooled Unit just as
though such production were from such land, with Lessor receiving a proportionate Royal share based on the amount of Oil
Products reasonably believed to be contained on Lessor’s Lease in relation to the Oil Products contained in the entire
Pooled Unit. By way of example, if Lessor’s portion of the estimated reserves on the leased Premises are 60 million
barrels, and the estimated reserves on the entire Pooled Unit are 100 million barrels, Lessor’s royalty would be
reduced to 3/5 of the Royalty otherwise payable hereunder, but would be payable on the reserves contained in the
entire Pooled Unit. For purposes of computing the Oil Products contained on this Lease and any Pooled Unit hereunder, Lessee
an Lessor agree that a reserves estimate or resource report prepared by a recognized geology or engineering firm, selected
by Lessee shall be determinant. As of the date of this Agreement, Lessor hereby accepts the Resource Estimate prepared by
Marston & Marston with respect to the Oil Products contained on the Lease.


 


(f) Royalty on By-Products.
The royalty on Byproducts as defined above shall be two (2) percent of market value on all other minerals. Royalty on Byproducts
shall be calculated and paid in the same manner as provided for Net Returns Royalties.


 


	2.		The “primary term” under Section 1(b) of the Leases shall be extended
until December 31, 2014.



 


	3.		Section 3(a) is hereby amended to clarify that costs of salaries for the executives
of Lessee shall not be included in “Operating Costs.”



 


	4.		Rentals payable under Section 3 shall be increased by 20% beginning 2014.



 


	5.		All other terms and conditions shall remain the same.



 


IN
WITNESS WHEREOF, this Addendum to to Lease has been executed and delivered by the undersigned as of the date first above written.


 


 


 


	 	
	 	 


 






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LEASE AFFIRMATION


 


This
Affirmation of Leases is made and entered into as of the 8th day of June, 2011, by Meany Land & Exploration, Inc.,
hereinafter referred to as "Lessor", to GreenRiver Resources, Inc., a Utah corporation, hereinafter referred to
as "Lessee".


 


Recitals


 


Whereas, Lessor entered into two Hydrocarbon and Mineral Leases,
each dated January 14, 2005, with BleedingRock LLC, as lessee (the "Leases"), with respect to approximately 1120 acres
and 640 acres, respectively, located in Carbon County, Utah; and


 


Whereas, BleedingRock LLC assigned all of its rights and obligations
under such Leases to Lessee; and


 


Whereas, the Leases have been amended by certain addendums, dated
January 6, 2009, April 16, 2009, December 15, 2009, January I, 2011


 


Affirmation


 


Lessor hereby represents and affirms that


 


	1.		The Leases are in full force and effect, as amended by Addendums.






	2.		The Addendums were intended to apply to and amend each of the Leases.



	3.		No event of default exists, or, to the knowledge of Lessor, any event which
with the giving of notice, would he an event of default.



	4.		Leasee is entitled to the benefits under the Leases.









IN WITNESS WHEREOF, this Affirmation has been executed and
delivered by the undersigned as of the date first above written.