Filed by Automated Filing Services Inc. (604) 609-0244 - Paradigm Enterprises, Inc. - Exhibit 10.4








November 26, 2004 

 PARADIGM ENTERPRISES, INC. 

  12880 Railway Avenue, Unit 35 

  Richmond, British Columbia

	 Re:  	 Participation Proposal  
	  	 Hillsprings 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 Hillsprings Property, the following proposal
  is submitted for review and consideration: 

	 	 1.      	 Win currently owns a 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 Seven
        thousand and Three hundred and Eighty Three ($207,383 US) dollars
        (US Funds) (hereinafter referred to as the “Purchase Price”)
        to Win to acquire a 5% working 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 options to acquire
        additional interests as follows: 

	 
	 	 	 a)     
      
	 Paradigm shall have the option exercisable
        in writing to acquire an additional 5% working interest in the Purchase
        Lands by paying the sum of $207,383 to Win. Paradigm shall have until
        4pm (MST) on January 31, 2005 to exercise this option by providing the
        aforementioned payment. Failure to make the payment contemplated herein
        by this date shall terminate Paradigm’s right to acquire the additional
        interest in the Purchase Lands 

	 
	 	 	 b)      
	 Paradigm shall have the option exercisable
        in writing to acquire an interest in the Option Lands on the following
        basis: 

	 
	 	 	 	 i)      
	 In the event Paradigm has elected to acquire the
        interest set forth in Clause 6 (a) above, Paradigm may elect to acquire
        a 10% working interest in the Option Lands by paying the sum of $207,833
        (US Funds) to Win.; or 

	 
	 	 	 	 ii)     
      
	 In the event Paradigm has elected not to acquire
        the interest set forth in Clause 6 (a) above, Paradigm may elect to acquire
        a 5% working interest in the Option Lands by paying the sum of $103,691
        (US Funds) to Win. 

	 
	 	 	 	 Paradigm shall have until 4 pm (MST) on
        July 1, 2005 to exercise the option detailed in Clause 6 (b) herein and
        provide payment to Win as proposed in this clause. Failure to elect in
        writing or make the payment contemplated herein by this date shall terminate
        Paradigm’s right to acquire any interest in the Option Lands. 




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 






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

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

	 
	 	 9.      	 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. 

	 
	 	 10.      	 Time shall be of the essence. 

	 
	 	 11.      	 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. 

	 
	 	 12.      	 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. 

	 
	 	 13.      	 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 






	 	 14.      	 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 ENTERPRISES, 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. 


Hillsprings Area, Alberta 

 The “Purchase Lands” 

	 TITLE DOCUMENT  	 LAND DESCRIPTION 	 CURRENT

       INTERESTS 
	 The “Lands”  
 

      FH PNG Lease  

      

    	 Twp 5, Rge 29 W4M: S 1⁄2 Section 34  

      PNG to base of Fernie formation  	 Win         50%
      
 (Pooled Interest) 
	 

      Ptn of Crown PNG License  
 No. 5502030123 
    	 Twp 5, Rge 29 W4M: N 1⁄2 Section 34  

      PNG to base of Fernie formation  	 Win         50%
      
 (Pooled Interest) 


 Encumbrances:

Crown Lessor Royalty (N 1⁄2 34) 

  Lessors Royalty - 16.667% (S 1⁄2 34) 

  GORR – 3% (Section 34) 

Lands are pooled to base of the Fernie formation
  pursuant to a Non Cross-Conveyed Pooling Agreement dated January 12, 2004 amongst
  Talisman Energy Canada, Triangle Resources Inc, Win Energy Inc. and T.V. Oil
  & Gas Canada Ltd. The interests of Triangle, Win Energy and T.V. were acquired
  by Win Energy Corporation. 

 

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 
	 The “Option Lands”  
 
 FH
      PNG Lease  
 (L. Hochstein)  
 	 

      

      Twp 5, Rge 29 W4M: SE 1⁄4 Section 26 	

      Win         100% 
	 FH PNG Lease  
 (L. Hochstein)  

    	 Twp 5, Rge 29 W4M: SW 1⁄4 Section 26
    	Win         100%
    
	 FH PNG Lease  
 (L. Hochstein)  

    	 Twp 5, Rge 29 W4M: NE 1⁄4 Section 26
    	Win         100%
    
	 FH PNG Lease  
 (L. Hochstein)  

    	 Twp 5, Rge 29 W4M: NW 1⁄4 Section 26
    	Win         100%
    
	 FH PNG Lease  
 (S. Lynes)  
 	 Twp 5, Rge 28 W4M: E 1⁄2 (1/6 Section
      26 interest)  	Win         100%
    
	 FH PNG Lease  
 (J. Tillack)  

    	 Twp 5, Rge 28 W4M: E 1⁄2 Section 26 (1/6
      interest) 	Win         100%
    
	 FH PNG Lease  
 (H. Planger)  

    	 Twp 5, Rge 28 W4M: E 1⁄2 Section 26(1/6
      interest) 	Win         100%
    
	 FH PNG Lease  
 (E. Koop)  
 	 Twp 5, Rge 28 W4M: E 1⁄2 Section 26 (1/2
      interest) 	Win         100%
    
	 See next page

      FH PNG Lease 

        (F. McGlynn/D. McGlynn)  
	 Twp 5, Rge 28 W4M: W 1⁄2 Section 26	Win         100%


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 









	 FH PNG Lease  
 (D. McGlynn) 
    	 Twp 5, Rge 28 W4M: NW 1⁄4 Section 27 	 Win         100%
    


 Encumbrances:

18% Lessors Royalty (Section 26-5-29W4M) 

  15% Lessors Royalty (Section 26 and NW 1⁄4 Section 27-5-28W4M) 

  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