Filed by Automated Filing Services Inc. (604) 609-0244 - Paradigm Enterprises, Inc. - Exhibit 10.3










November 26, 2004 

 PARADIGM ENTERPRISES, INC. 

  12880 Railway Avenue, Unit 35

  Richmond, British Columbia

	 Re:  	 Participation Proposal  
	  	 Todd Creek Property, Alberta  
	 	 


 Whereas Win Energy Corporation (“Win”) has acquired
  a land position in the above noted property and whereas Paradigm Enterprises,
  Inc. (“Paradigm”) has expressed an interest in participating with
  Win in future operations in its Todd Property, the following proposal is submitted
  for review and consideration: 

	 	 1.      	 Win currently owns a 100% working interest in the
        lands and leases described as the “Purchase Lands” in Schedule
        “A” attached hereto. In addition Win controls the lands described
        as the “Option Lands” in Schedule “A” 

	 
	 	 2.      	 Paradigm shall pay the sum of two hundred ninety
        eight thousand six hundred thirty one ($298,631 US) dollars (US Funds)
        (hereinafter referred to as the “Purchase Price”) to Win to
        acquire 10% of Win’s interest in the Purchase Lands subject only
        to the encumbrances shown in Schedule “A”. 

	 
	 	 3.      	 The Purchase Price shall be payable to Win in the
        form of a certified cheque and shall be payable and received by Win on
        or before December 31, 2004. 

	 
	 	 4.      	 Upon receipt of the Purchase Price from Paradigm
        by Win, Win shall prepare and circulate for execution by Paradigm a Joint
        Operating Agreement incorporating the 1981 Operating Procedure together
        with the 1996 PASC Accounting Procedure utilizing standard rates, elections
        and amendments. The Joint Operating Agreement shall govern all operations
        on the Purchase Lands between the parties hereto. The parties hereto agree
        in advance that the 1981 Operating 




WIN ENERGY CORPORATION

  Suite 240, 640 - 8th Ave. S.W., Calgary, Alberta T2P 1G7

  Bus: (403) 265-7787 - Fax: (403) 265-7767

  infor@winenergycorp.com 







	 	 	 Procedure shall utilize elective 2401
        (B) establishing a right of first refusal on subsequent dispositions by
        the parties hereto. 

	 
	 	 5.      	 Win shall be named Initial Operator under
        the Joint Operating Agreement and shall conduct all operations with respect
        to the Purchase Lands in accordance therewith. 

	 
	 	 6.      	 Paradigm shall have an option exercisable
        in writing to acquire a 7.5% working interest in the Option Lands on the
        following terms and conditions: 

	 
	 	 	 a)     
      
	 In the event Win proposes the drilling of a well
        on the Option Lands, Paradigm shall have the option to participate in
        the drilling of the well by paying 10% of the cost to drill, complete,
        cap or abandon the well. Upon completion or abandonment, Paradigm shall
        have earned a 7.5% interest in the section on which the well was drilled
        as well as 1 additional section of Option Lands selected by Win. 

	 
	 	 	 b)      
	 The election of Paradigm to participate in the drilling
        of a well under this clause shall be in writing within fifteen days of
        receipt of a notice by Win of its intent to drill on the Option Lands.
      

	 
	 	 	 c)      
	 This option shall terminate on December 31, 2006.
      

	 
	 	 	 d)      
	 Failure of Paradigm to respond to a notice provided
        pursuant to clause 6 (b) shall be deemed an election not to participate
        in the proposed well and its right to earn an interest in the two sections
        listed in the Notice shall terminate. 

	 
	 	 	 e)      
	 Paradigm acknowledges that the Option Lands are
        subject to a third party agreement and agree to be bound by the terms
        thereof as if named a party thereto. 

	 
	 	 7.      	 The Effective Date of this transaction
        shall be the date on which Win has received the Purchase Price. 

	 
	 	 8.      	 The Purchase Lands include a well located
        in Lsd 7 of Section 16 in Township 9, Range 2 W5M (hereinafter referred
        to as the “test well”) which has recently been drilled by
        Win. Win and Paradigm agree that 




WIN ENERGY CORPORATION

  Suite 240, 640 - 8th Ave. S.W., Calgary, Alberta T2P 1G7

  Bus: (403) 265-7787 - Fax: (403) 265-7767

  infor@winenergycorp.com 






	 	 	 Win shall assume all costs of drilling and completing
        or abandoning of the test well up to a gross cost of $1,330,000. Thereafter
        the parties agree that the costs shall be shared jointly with Paradigm
        assuming 10% of all costs, risks and expense relating to the test well.
      

	 
	 	 9.      	 This offer is subject to approval by the Board of
        Directors of Win which approval shall be received on or before Wednesday
        December 6, 2004. Failure of Win to secure approval of its Board of Directors
        shall terminate this Agreement. 

	 
	 	 10.      	 Each of the parties hereto shall from time to time
        and at all times do such further acts and execute and deliver all such
        further deeds and documents as shall be reasonably required in order to
        fully perform and carry out the terms of this Agreement. 

	 
	 	 11.      	 Time shall be of the essence. 

	 
	 	 12.      	 Subject to the terms herein, this Agreement shall
        be binding upon and enure to the benefit of the Parties and their respective
        successors and permitted assigns. 

	 
	 	 13.      	 This Agreement shall be interpreted and construed
        in accordance with the laws in force in the Province of Alberta. The Parties
        agree to submit to the exclusive jurisdiction of the courts of the Province
        of Alberta in any actions related to this Agreement. 

	 
	 	 14.      	 The Parties acknowledge they have expressed herein
        the entire understanding and obligations of this Agreement and it is expressly
        understood and agreed no implied covenant, condition, term or reservation
        shall be read into this Agreement relating to or concerning any matter
        or operation provided for herein. 




WIN ENERGY CORPORATION

  Suite 240, 640 - 8th Ave. S.W., Calgary, Alberta T2P 1G7

  Bus: (403) 265-7787 - Fax: (403) 265-7767

  infor@winenergycorp.com 







	 	 15.      	 This offer shall remain open for acceptance by Paradigm
        up to 4 p.m. (MST) on Thursday December 3, 2004. 



 Yours truly, 

  WIN ENERGY CORPORATION 


/s/ “Matthew Phillipchuck” 

 Matthew Philipchuk 

  Vice President – Operations 


AGREED TO AND ACCEPTED THIS 3rd DAY OF DECEMBER, 2004 


PARADIGM OIL & GAS INC. 


/s/ “Brian C. Doutaz” 

 Brian C. Doutaz 

  President 

WIN ENERGY CORPORATION

  Suite 240, 640 - 8th Ave. S.W., Calgary, Alberta T2P 1G7

  Bus: (403) 265-7787 - Fax: (403) 265-7767

  infor@winenergycorp.com 







Schedule “A” 

 Attached to and forming part of a Participation Proposal dated
  November 26, 2004 

  between Win Energy Corporation and Paradigm Enterprises, Inc. 


Todd Area, Alberta 

 The “Purchase Lands” 

	 TITLE DOCUMENT  	 LAND DESCRIPTION 	 CURRENT

       INTERESTS 
	 

      Crown PNG License No. 
 5504090384  	 

      Twp 8, Rge 2 W5M: Sections 4, 16, 

      28, SW1/4 33
      Twp 9, Rge 2 W5M: Sections 4, 

        SW1/4 9, 16, 21 

      All PNG 

      	 

      Win         100% 
	 

      Crown PNG License No.  
 5504100519 
    	 

      Twp 9, Rge 2 W5M: Sections NE1/4 
 26, 28, 29,S1/2
      & NW 32, Lsds E1/2 
 9,W1/2 10, W1/2 15, E1/2 16 of 32, 

      34
      Twp 10, Rge 2 W5M: Sections W1/2 

        5, LsdsE1/2 1, W1/2 2, W1/2 7, E1/2 

        8, 9,N1/2 10, SW10, 15, 16 of 5 

      All PNG 
	 

      Win         100% 


 Encumbrances:

Crown Lessor Royalty 

  3% GORR 

WIN ENERGY CORPORATION

  Suite 240, 640 - 8th Ave. S.W., Calgary, Alberta T2P 1G7

  Bus: (403) 265-7787 - Fax: (403) 265-7767

  infor@winenergycorp.com 







The “Option Lands” 

	 TITLE DOCUMENT  	 LAND DESCRIPTION 	 CURRENT

       INTERESTS 
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 7, Rge 2 W5M: S 1⁄2 Section 33  	 Win         100%
    
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 8, Rge 2 W5M: Section 3  	 Win         100%
    
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 8, Rge 2 W5M: Section 5  	 Win         100%
    
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 8, Rge 2 W5M: Section 9  	 Win         100%
    
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 8, Rge 2 W5M: Section 15  	 Win         100%
    
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 8,  Rge 2 W5M: S 1⁄2 & NE 1⁄4
      of Section 17  	 Win         100%
    
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 8, Rge 2 W5M: Section 27  	 Win         100%
    
	 FH Mineral Lease  
 (Lessor: ExxonMobil) 
    	 Twp 8, Rge 2 W5M: Section SE 1⁄4
      & N 1⁄2 of Section 33  	 Win         100%
    


 Encumbrances:

18% Lessors’ Royalty 

  12.5% Convertible Royalty (ExxonMobil Canada) 3% GORR

WIN ENERGY CORPORATION

  Suite 240, 640 - 8th Ave. S.W., Calgary, Alberta T2P 1G7

  Bus: (403) 265-7787 - Fax: (403) 265-7767

  infor@winenergycorp.com