Execution
Copy

# STOCK
PURCHASE AGREEMENT
AND PLAN OF REORGANIZATION

Dated
as of October 4, 2004

By
and Between

Sunrise
Energy Services, Inc.

and

Eurosecurities
Ltd.
EMU Capital, Ltd.
Twinstar International, Ltd.
Exeter Financing Group, Inc.
Midland Trust Company, Ltd.

and

Independent
Commonwealth Resources, LLC
Stockton Travis Partners, Inc.
Huntington Ventures, Inc.
Wellburn Resources, Inc.
Tunbridge Falcon Industries, LLC

---

TABLE
OF CONTENTS

|                                                                      | 
|--------------------------------------------------------------------- | 
|SECTION 1. DEFINITIONS AND INTERPRETATIONS                            | 
|1.1.   DEFINED TERMS                                                  | 
|1.2.   PRINCIPLES OF CONSTRUCTION                                     | 
|SECTION 2. THE TRANSACTION                                            | 
|2.1.   REESTABLISHING SES TRADING STATUS                             | 
|2.2.   AUTHORIZATION AND ISSUANCE OF ADDITIONAL SES SHARES            | 
|2.3.   TRANSFER OF SHARES                                             | 
|2.3.1. Transfer of the Currently Issued and Authorized Shares         | 
|2.3.2. Transfer of SES and EP Shares upon Closing                   | 
|2.4.   CLOSING                                                        | 
|2.5.   EP AUDITED FINANCIAL REPORTS                                   | 
|2.6.   RESTRICTION ON TRANSFERABILITY OF SHARES                       | 
|2.7.   ACQUISITION OF ADDITIONAL SHARES BY THE PURCHASERS             | 
|SECTION 3. REPRESENTATIONS AND WARRANTIES                             | 
|3.1.   REPRESENTATIONS AND WARRANTIES OF SES AND THE SES SHAREHOLDERS | 
|3.2.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS               | 
|SECTION 4. CONFIDENTIAL INFORMATION                                   | 
|4.1.   CONFIDENTIAL INFORMATION DEFINED                               | 
|4.2.   CONFIDENTIALITY                                                | 
|4.3.   SURVIVAL OF CONFIDENTIALITY                                    | 
|SECTION 5. MISCELLANEOUS                                              | 
|5.1.   EXPENSES                                                       | 
|5.2.   GOVERNING LAW                                                  | 
|5.3.   RESIGNATION OF OLD AND APPOINTMENT OF NEW BOARD OF DIRECTORS   | 
|5.4.   DISCLOSURE                                                     | 
|5.5.   NOTICES                                                        | 
|5.6.   PARTIES IN INTEREST                                            | 
|5.7.   ENTIRE AGREEMENT                                               | 
|5.8.   AMENDMENTS                                                     | 
|5.9.   SEVERABILITY                                                   | 
|5.10. COUNTERPARTS                                                    | 
|5.11.  NO LIABILITY OF AGENT                                          | 
|APPENDIX A                                                            | 
|APPENDIX B                                                            | 
|APPENDIX C                                                            | 
|APPENDIX D                                                            | 
|APPENDIX E                                                            | 
|APPENDIX F                                                            | 
|APPENDIX G                                                            | 
|APPENDIX H                                                            | 

ii

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# STOCK PURCHASE
AGREEMENT AND PLAN OF REORGANIZATION

This
stock purchase agreement and plan of reorganization
(Agreement), dated as of October 4, 2004, is entered into by
and between Sunrise Energy Services, Inc., a corporation organized and existing
under the laws of the State of Delaware (SES or the
Company), and certain of SES shareholders as identified
on Appendix A, (collectively, the SES
Shareholders), and the owners, identified on Appendix
B, of one hundred percent (100%) of the shares of Esko-Pivnich
(EP), a privately-owned company incorporated under the laws
of Ukraine (collectively, the Purchasers).

# W I T N E S
S E T H:

WHEREAS,
the Purchasers desire to purchase, and the Company and the SES Shareholders
desire to sell to the Purchasers, such number of shares (the Acquired
Shares) of SES common stock (SES Stock),
which upon issuance and payment therefor shall represent ninety one percent
(91%) of the issued and outstanding SES Stock;

WHEREAS,
the SES Shareholders hold in the aggregate 6,194,095 shares of SES Stock, which
represent approximately ninety-five percent (95%) of the currently issued and
outstanding shares of SES, and in order to benefit SES intend to transfer
5,000,000 of such shares of SES to the Purchasers as part of the Acquired
Shares; and SES desires to issue additional 10,479,900 shares of its authorized
but not issued shares to be transferred to the Purchasers as part of the
Acquired Shares; and

WHEREAS,
the Purchasers own 100% of the shares of EP (the EP Stock),
and as part of the consideration for the purchase of the Acquired Shares, the
Purchasers desire to transfer to SES the EP Stock; and

WHEREAS,
it is the intention of the Company, the SES Shareholders and the Purchasers that
upon consummation of the foregoing transactions (collectively, the
Transaction), the Purchasers shall own approximately ninety
one percent (91%) of the issued and outstanding SES Stock and SES shall own 100%
of the EP Stock;

NOW,
THEREFORE, in consideration of the premises and of the mutual covenants,
representations, warranties and agreements herein contained, the Parties agree
as follows:

# SECTION
1. DEFINITIONS AND INTERPRETATIONS

1.1.  
Defined Terms.

In
this Agreement the following words and expressions shall have the following
meanings (such meaning to be equally applicable to both the singular and plural
terms of the terms defined):

Additional
Shares shall have the meaning provided in Section 2.7.1;

---

Agreement shall
have the meaning provided in the introductory paragraph;

Acquired
Shares shall have the meaning provided in the introductory paragraph;

Assets shall
have the meaning provided in Section 3.2.1 (d);

Bankruptcy
Court shall mean the United States Bankruptcy Court for the Northern District of
Texas;

Closing shall
have the meaning provided in Section 2.3.2.1;

Closing
Date shall have the meaning provided in Section 2.4.1;

Company
means SES and its subsidiaries.

Condition
Precedent shall have the meaning provided in Section 2.1.1;

Confidential
Information shall have the meaning provided in Section 4.1;

EP
(Esko-Pivnich) shall have the meaning provided to it in the introductory
paragraph.

EP
Stock shall have the meaning provided to it in the introductory paragraph;

Escrow
Account shall have the meaning provided in Section 2.1.2;

Escrow
Agent shall have the meaning provided in Section 2.3.1.1 (i);

Letter
Agreements shall have the meaning provided in Section 2.7.1;

Newly
Issued Shares shall have the meaning provided in Section 2.2.1;

Party
or Parties means SES, each of the SES Shareholders or all of them,
and each of the Purchasers or all of them, as the case may be;

Plan
of Reorganization shall mean the plan of reorganization filed by SES in
its Chapter 11 proceedings and approved by the Bankruptcy Court on February 20,
1997;

Purchasers
shall mean the beneficial owners, identified on Appendix B, of one hundred
percent of the shares of EP;

Reserve
Report shall have the meaning provided in Section 3.2.1 (e);

SEC (Securities
and Exchange Commission) shall have the meaning provided to it in Section 2.1.1;

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SES (Sunrise
Energy Services,  Inc.) shall have the meaning provided in the introductory paragraph,
and  shall include SES' subsidiaries;

SES
Shareholders shall have the meaning provided in the recitals and indicated on
Appendix A;

SES
Stock shall have the meaning provided in the introductory paragraph;

Transaction shall
have the meaning provided in the recitals;

1.2.  
Principles of Construction.

(a)  
All references to Articles, Sections, subsections and Appendixes are to
Articles, Sections, subsections and Appendixes in or to this Agreement unless
otherwise specified. The words hereof, herein and
hereunder and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. The term including is not limiting and means
including without limitations.

(b)  
In the computation of periods of time from a specified date to a later specified
date, the word from means from and including; the words
to and until each mean to but excluding; and
the word through means to and including.

(c)  
The Table of Contents hereto and the Section headings herein are for convenience
only and shall not affect the construction hereof.

(d)  
This Agreement is the result of negotiations among and has been reviewed by each
Partys counsel. Accordingly, this Agreement shall not be construed against
any Party merely because of such Partys involvement in its preparation.

(e)  
Wherever in this Agreement the intent so requires, reference to the neuter,
masculine or feminine shall be deemed to include each of the other, and
reference to either the singular or the plural shall be deemed to include the
other.

# SECTION
2. THE TRANSACTION

2.1.  
Reestablishing SES Trading Status.

2.1.1.  
Condition Precedent.

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As
a condition precedent to the Transaction, SES and the SES Shareholders undertake
to reestablish SES trading capacity as a fully Securities and Exchange
Commission (SEC) reporting company whose shares are quoted on
the Over the Counter Pink Sheet trading and quotation system, with
at least one active market maker, designated by Thor Capital Group, and a
current 15c211 Form (the Condition Precedent). It is
acknowledged by the Parties to this Agreement that SES has failed to file
certain documents and provide certain financial information required by the SEC,
and that such documents and information will have to be properly filed prior to
the reestablishment of SES trading status.

| | Appendix
C sets forth certain forms and documents that SES and the SES
Shareholders have undertaken to file in order to establish SES trading  status.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

2.1.2  .
It is agreed upon that the filing of such documents and the responsibility of
relisting SES is that of the Company and the SES Shareholders alone; provided
that any and all information which the Purchasers are to provide under this
Agreement has been so provided. Nevertheless, to cover part of the expense of
preparation and filing of such forms and documents, the Purchasers have agreed
to transfer the sum of USD 35,000 to an escrow account at SES
counsels client trust account (the Escrow Account) in
the name of the Company, to be used for such expenses.

| | Appendix
D lists certain expenses and other sums for the preparation and  filing of
the required forms.
| | -------------------------------------------------------------------------------------------------------

2.1.3.  
The Purchasers shall transfer the above amount within five (5) days from the
date of this Agreement, subject to the conditions set forth in Section 2.3.1.1.

2.1.4.  
It is noted that the Purchasers have agreed to the expenses listed in Appendix
D. Funds remaining in the Escrow Account, if any, shall be returned to the
Purchasers

2.1.5.  
It is further agreed upon that notwithstanding any other provision in this
Agreement, any other amounts, exceeding the funds transferred by the Purchasers
to the Escrow Account, that are required for reestablishing SES trading
status will be the sole responsibility of the SES Shareholders. Furthermore,
should the SES Shareholders not fulfill their obligation to reestablish
SES trading status; the Purchasers shall be entitled to receive the SES
Stock transferred to the Escrow Agent pursuant to Section 2.3.1.1 (i) below,
without any further obligation on their part. Provided, however, that any
information which the Purchasers are to provide under this Agreement has been so
provided.

2.1.6.  
The Company and the SES Shareholders will have 60 days from the date of this
Agreement to finalize any and all of the requirements and reestablish SES
trading capacity.

2.2.  
Authorization and Issuance of Additional SES Shares.

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2.2.1.  
As early as practicable, but in no event later than 30 days from the date of
this Agreement, the Company shall (i) increase its authorized share capital to
75,000,000, and (2) reserve an additional 10,479,900 shares (the Newly
Issued Shares), which will be transferred to the Purchasers in
consideration for the EP Stock, in accordance with Section 2.3.2.1.

2.3.  
Transfer of Shares.

2.3.1.  
Transfer of the Currently Issued and Authorized Shares.

| | 2.3.1.1. 
In consideration for the transfer of the 5,000,000 shares by the SES
Shareholders to the Purchasers, the Purchasers shall pay (i) the sum of USD
35,000 to the Escrow Account, in accordance with Section 2.1.3, and (ii) pay to
the SES Shareholders the sum of USD 40,000. Transfer of the shares and payment
thereof shall be in the following manner:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)
Simultaneously with the transfer of the funds to the Escrow Account by the  Purchasers,
as set forth in Section 2.1.3, the SES Shareholders shall assign,  transfer and deliver
to Thor Capital Group, attention of Mr. Roman Livson, as  Escrow Agent (the Escrow
Agent), the certificates for  5,000,000 currently issued and outstanding
shares, registered in the names of  the Purchasers and/or their nominees in the manner
set forth in Appendix  E.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)
Subject to the requirements set forth in Section 2.1 above, once SES has  regained its
trading status, the Purchasers shall transfer the remaining USD  40,000 to the Escrow
Account for the benefit of the SES Shareholders.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.3.2.  
Transfer of SES and EP Shares upon Closing.

| | 2.3.2.1.  
Subject to the terms, conditions and warranties set forth in this Agreement, on
the Closing Date, (i) SES, in consideration for the EP Stock, will transfer and
deliver to the Purchasers and/or their nominees, in the manner set forth in
Appendix F, the certificates for the Newly Issued
Shares,(ii) in consideration for the Newly Issued Shares, the Purchasers
shall transfer to SES the EP Stock, by way of amending the EP Bylaws to reflect
the transfer of ownership to SES, and deliver an executed amended bylaws to SES,
and (iii) the Escrow Agent shall deliver the currently issued 5,000,000 shares
to the Purchasers, bringing the Purchasers stake in the Company to
approximately 91%, (collectively, the Closing).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | 2.3.2.2.  
Approval for the transfer of the EP Stock. It is noted and understood by SES and
the SES Shareholders that the transfer of the EP Stock may be subject to the
anti-monopoly laws of Ukraine. Such laws apply, with certain exceptions, to any
transfer of shares to one party resulting in ownership of more than 25% of a
companys shares. It is likely that the EP Stock transfer will not
be subject to such laws, however, should the Transaction require approval of the
Anti-monopoly Committee of Ukraine, it should be the responsibility of the
Purchasers to obtain such approval. The Purchasers shall have 120 days following
the date of this Agreement to obtain and furnish to the SES Shareholders a copy
of the approval together with a certified English translation of the same.
Should the Purchasers fail to obtain such approval, and provided that this
Transaction is subject to the anti-monopoly laws of Ukraine, the Purchasers
shall return all the shares of SES transferred to them to the SES Shareholders,
the SES Shareholders will return any and all sums transferred to them by the
Purchasers, however, the SES Shareholders shall be entitled to retain the USD
35,000 transferred to the Escrow Account.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.4.  
Closing.

2.4.1.  
The Closing shall take place at 10:00 A.M. at the offices of Thor Capital Group,
at 551 Fifth Avenue, Suite 601, New York, New York on the earlier of (i) the
60th day following the date of this Agreement, or (ii) the date on
which all the conditions precedent, conditions and warranties set forth in this
Agreement shall have been satisfied or waived (the Closing
Date).

2.5.  
EP Audited Financial Reports.

2.5.1.  
EP shall furnish to the SES Shareholders its audited financial reports for each
of the last two fiscal years, prepared by a US Qualified SEC accounting firm
using GAAP and Regulation SX, no later than January 31, 2005. In addition, EP
shall provide the SES Shareholders its most recent interim financial statements
for the current year, such financial statements shall be provided no latter then
30 days following the date of this Agreement.

2.6.  
Restriction on Transferability of Shares.

2.6.1.  
The SES Shareholders agree to hold 400,000 of SES shares remaining in
their names for a period of six (6) months from the Closing Date. Such
restriction shall be registered with the transfer agent of the SES Stock.

2.7.  
Acquisition of Additional Shares by the Purchasers.

2.7.1.  
In addition to the purchase of the Acquired Shares described above, the
Purchasers desire to acquire 100,000 shares of SES that are registered in the
names of individuals other than the SES Shareholders for the aggregate sum of
USD 10,000 (the Additional Shares). The Purchasers have
entered into the letter agreements (the Letter Agreements)
attached herewith as Exhibit 1 and Exhibit
2, which are subject to the Closing of this Agreement.

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2.7.2.  
It is agreed and understood by the Parties that the Additional Shares shall not
count towards the approximately 91% of the SES shares acquired by the Purchasers
pursuant to Sections 2.2 and 2.3 above.

# SECTION
3. REPRESENTATIONS AND WARRANTIES

3.1.  
Representations and Warranties of SES and the SES Shareholders

3.1.1.  
SES and the SES Shareholders represent and warrant and agree with the Purchasers
as follows:

(a)  
The entire authorized capital stock of SES on the Closing Date shall be
75,000,000 common shares, of which 17,000,000 shares shall be issued and
outstanding. All of the shares of SES have been duly authorized, are validly
issued, fully paid and non-assessable. There are no outstanding or authorized
options, warrants, purchase rights, subscription rights, conversion rights,
exchange rights, or other contracts or commitments that could require SES to
issue, sell, or otherwise cause to become outstanding any of its capital stock
(other than this Agreement).

(b)  
The SES Shareholders are the lawful owners of record of 6,194,095 shares,
obtained in accordance with SES Plan of Reorganization approved by the
Bankruptcy Court on February 20, 1997, and presently have the power to transfer
and deliver to the Purchasers 5,000,000 shares free and clear of any
restrictions on transfer and/or resale, including, any restrictions imposed
under Rule 144 of the Securities Act of 1933, taxes, security interests,
options, warrants, purchase rights or other contracts or commitments that could
require them to sell, transfer, or otherwise dispose of any capital stock of
SES. The delivery to the Purchasers of certificates evidencing the transfer of
the Acquired Shares pursuant to the provisions of this Agreement will transfer
to the Purchasers good and marketable title thereto, free and clear of all
liens, encumbrances restrictions and claims of any kind.

(c)  
SES is duly organized, validly existing and in good standing under the laws of
the state of Delaware. SES and the SES Shareholders have the power and authority
to enter into, execute and deliver this Agreement and to perform their
respective obligations hereunder. This Agreement had been duly authorized and
approved by SES and the SES Shareholders respective corporate actions and
constitutes their legally valid and binding obligations and is enforceable
against them in accordance with its terms.

(d)  
All financial and other information which the Company and/or the SES
Shareholders furnished or will furnish to the Purchasers, including information
with regard to the Company and/or the SES Shareholders (i) is true, accurate and
complete as of its date and in all material respects except to the extent such
information is superseded by information marked as such, (ii) does not omit any
material fact, not misleading and (iii) presents fairly the financial condition
of the organization as of the date and for the period covered thereby.

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(e)  
The Company has or will have at Closing no outstanding debt or obligations
whatsoever, except for any items which have already been disclosed in writing to
the Purchasers by the Company or the SES Shareholders. Should the Purchasers
discover any obligation of the Company that was not disclosed by the SES
Shareholder prior to the Closing Date, the SES Shareholders undertake to
indemnify the Purchasers for any and all such liabilities, when reduced to
judgment, whether outstanding or contingent at the time of Closing.

The
undertakings and representations made in subsection (e) above shall survive the
Closing Date and shall expire for all purposes in the date numerically
corresponding to the Closing Date in the twelfth month after the Closing Date.

(f)  
The Company is not subject to any pending or threatened litigations, claims or
lawsuits from any party. There are no pending or threatened proceedings against
the Company by any federal, state or local government, or any department, board,
agency or other governmental body.

(g)  
The Company has not been engaged in any business activity in the past nine
years, and is not liable for any income, real or personal property taxes to any
governmental or local authorities.

(h)  
The SES Shareholders are not aware of any material fact nor any omission to
describe any fact concerning the business, affairs, or status of SES not
disclosed to the Purchasers.

(i)  
The Company has no employment contracts or agreements with any of its officers,
directors or with any consultants, employees or other such parties.

3.2.  
Representations and Warranties of the Purchasers

3.2.1.  
The Purchasers represent and warrant and agree with SES and the SES Shareholders
as follows:

(a)  
The entire authorized capital stock of EP is owned by the Purchasers. All of the
shares of EP have been duly authorized, are validly issued, fully paid and
non-assessable.

(b)  
The Purchasers are, or will be as of the Closing Date, the lawful owners of
record of all of the outstanding EP Stock, and presently have the power to
transfer and deliver the EP Stock to SES free and clear of any restrictions on
transfer (other than that described in Section 2.3.2.2), security interests,
options, warrants, purchase rights or other contracts or commitments that could
require them to sell, transfer, or otherwise dispose of any capital stock of EP.
The delivery to SES of the amended bylaws of EP evidencing the transfer of the
EP Stock pursuant to the provisions of this Agreement will transfer to SES good
and marketable title thereto, free and clear of all liens, encumbrances
restrictions and claims of any kind.

8

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(c)  
EP is duly organized, validly existing and in good standing under the laws of
Ukraine. The Purchasers have the power and authority to enter into, execute and
deliver this Agreement and to perform their obligations hereunder. This
Agreement had been duly authorized and approved by the Purchasers
respective corporate actions and constitutes their legally valid and binding
obligations and is enforceable against them in accordance with its terms.

(d)  
EP is the owner of all and not less than all of the rights, claims, permits and
assets described on Appendix G (collectively, the
Assets) and no other person, firm, entity or governmental
agency or body has any right to or against or otherwise affecting the ownership
rights of EP in the Assets.

(e)  
In addition to the description provided in Appendix G, attached herewith, as
Appendix H, are two reserve reports (the Reserve
Reports) prepared by (i) The Central Committee for Development of Oil,
Gas and Condensate of the Ministry of Fuel and Energy of Ukraine, and (ii) The
Ministry of Ecology and Natural Resources of Ukraine, indicating the approximate
total crude volume of type C1 in the Assets to be 989,000 tones. The Purchasers
do not warrant the accuracy of the Reserve Reports, nor make any representation
regarding the commercial value of such reserves.

(f)  
EP has or will have at the Closing Date no outstanding debt that has not
been assumed in the ordinary course of business.

(g)  
Upon execution and delivery of the amended bylaws of EP evidencing the transfer
of the EP Stock to SES in accordance with the terms of this Agreement, SES shall
acquire and thereafter own not less than 100% of the equity of EP. EP shall
continue to hold good and valid title in and to all of the Assets with all
necessary or appropriate rights entitling it to drill, explore for, produce,
develop and commercialize, and sell any valuable oil and gas in or underlying or
connected with the Assets subject to and in accordance with the description of
such rights in Appendix G.

(h)  
The Purchasers know of no condition or fact, including any claim or threat
involving environmental protection laws or other restriction on the right to
explore for, develop and commercialize oil, gas and other mineralization
occurring in or around EPs properties which may affect the right of EP to
commercialize the Assets.

(i)  
The Transaction described in this Agreement to which the Purchasers are, or are
to be, parties to have been duly approved by all required action under the laws
of Ukraine (subject to the provisions of Section 2.3.2.2.), and there is no
requirement for approval by any other governmental authority.

(j)  
The Purchasers know of no material fact or any omission to describe any fact
concerning the business, affairs, or status of EP not disclosed to SES and the
SES Shareholders or which would adversely affect the right of the Purchasers to
transfer the EP Stock to SES.

9

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(k)  
EP is not subject to any pending or threatened litigations, claims or lawsuits
from any party, either against EP or any of its oil & gas Assets. There are
no pending or threatened proceedings against EP by any federal, state or local
government, or any department, board, agency or other governmental body.

(l)  
All financial and other information furnished or will be furnished by the
Purchasers to the SES Shareholders regarding EP and/or the Purchasers (i) is
true, accurate and complete as of its date and in all material respects except
to the extent such information is superseded by information marked as such, (ii)
does not omit any material fact, not misleading and (iii) presents fairly the
financial condition of the organization as of the date and for the period
covered thereby.

# SECTION
4. CONFIDENTIAL INFORMATION

4.1.  
Confidential Information Defined.

Any
and all information furnished (whether before or after the date hereof) by or on
behalf of any Party to this Agreement, including, without limitation, by such
Partys financial advisors, attorneys and accountants, or agents, to
another Party to this Agreement, or to such Partys directors, officers,
employees, affiliates, representatives, including, without limitation, financial
advisors, attorneys and accountants, or agents shall be regarded as
Confidential Information. The term Confidential Information
shall not, however, include information which (i) is or becomes publicly
available other than as a result of a disclosure by the Party receiving such
Confidential Information, (ii) is or becomes available to a Party to this
Agreement on a non-confidential basis from a source (other than through another
Party to this Agreement) which is not prohibited from disclosing such
information by a legal, contractual or fiduciary obligation to another Party,
(iii) was available to, known by or within the possession of a Party to this
Agreement prior to its being furnished by (or on behalf of) another Party, or
(iv) is independently developed by or on behalf of a Party to this Agreement not
in violation of the terms of this Agreement.

4.2.  
Confidentiality.

The
Parties undertake to keep any and all Confidential Information provided with
regard to this Agreement confidential and will not, without the other
Partys prior written consent, disclose such Confidential Information in
any manner whatsoever and will not use any Confidential Information other than
in connection with the Transaction; provided, however, that they may reveal the
Confidential Information to their respective representatives (a) who need to
know the Confidential Information (and who agree to use such Confidential
Information in accordance with this Agreement) for the purpose of evaluating the
Transaction and (b) who are informed by the respective Party of the confidential
nature of the information provided.

10

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4.3.  
Survival of Confidentiality.

The
undertakings and representations made above shall survive the Closing Date and
shall expire for all purposes in the date numerically corresponding to the
Closing Date in the twelfth month after the Closing Date.

# SECTION
5. MISCELLANEOUS

5.1.  
Expenses.

Each of
the Parties shall bear its own expenses in connection with the transactions
contemplated by the Agreement.

5.2.  
Governing Law.

The
interpretation and construction of this Agreement, and all matters relating
hereto, shall be governed by the laws of the State of New York applicable to
agreements executed and to be wholly performed solely within such state.

5.3.  
Resignation of Old and Appointment of New Board of Directors.

The
Company and the SES Shareholders shall take such corporate action(s) required by
SES articles of incorporations and/or bylaws to (a) appoint the below
named persons to their respective positions, to be effective as of the Closing
Date, and (b) obtain and submit to the Purchasers, together with all required
corporate action(s) the resignation of the current board of directors, and any
and all corporate officers as of the Closing Date.

|Name                        | Position
|--------------------------- | --------
|Mr. Konstantin Tsiryulnikov |         
|                            |         
|Mr. David Melman            |         
|Mr. Leon Golden             |         

5.4.  
Disclosure.

SES
Shareholders agree that they will not make any public comments, statements, or
communications with respect to, or otherwise disclose the execution of this
Agreement or the terms and conditions of the transactions contemplated by this
Agreement without the prior written consent of the Purchases, which consent
shall not be unreasonably withheld.

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5.5.
Notices.

Any
notice or other communication required or permitted under this Agreement shall
be sufficiently given if delivered in person or sent by facsimile or by
overnight registered mail, postage prepaid, addressed as follows:

If to SES, to:

| | David
A. Melman5353 Memorial Drive, Suite 4012Houston, TX 77007Telephone:  +1 (713)
868-5855Facsimile:  +1 (713) 868-8903
| | -------------------------------------------------------------------------------------------------------------------------

| | With
a copy to:
| | ---------------

| | Alan
W. Peryam, LLC1120 Lincoln St., Suite 1000Denver, CO 80203Telephone:  +1 (303)
866-0900Facsimile:  +1 (303) 866-0999
| | -------------------------------------------------------------------------------------------------------------------------

If to SES
Shareholders, to:

| | David
A. Melman5353 Memorial Drive, Suite 4012Houston, TX 77007Telephone:  +1 (713)
868-5855Facsimile:  +1 (713) 868-8903
| | -------------------------------------------------------------------------------------------------------------------------

If to the
Purchasers, to:

| | Thor
United Corporation; Attention:  Roman Livson and/or Abraham Bennun511 Fifth Avenue,
Suite 601New York, NY 10017Telephone: +1 (212) 973 0063Facsimile: +1 (212) 973 0070
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Or
such other address or number as shall be furnished in writing by any such Party,
and such notice or communication shall, if properly addressed, be deemed to have
been given as of the date so delivered or sent by facsimile.

5.6.  
Parties in Interest.

This Agreement
may not be transferred, assigned or pledged by any Party hereto, other than by
operation of law. This Agreement shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns.

12

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5.7.  
Entire Agreement.

This Agreement
and the other documents referred to herein contain the entire understanding of
the Parties hereto with respect to the subject matter contained herein. This
Agreement shall supersede all prior agreements and understandings between the
Parties with respect to the transactions contemplated herein.

5.8.  
Amendments.

This Agreement
may not be amended or modified orally, but only by an agreement in writing
signed by the Parties.

5.9.  
Severability.

In
case any provision in this Agreement shall be held invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions hereof will not in any way be affected or impaired thereby.

5.10.  
Counterparts.

This
Agreement may be executed in any number of counterparts, including counterparts
transmitted by telecopier or facsimile transmission, any one of which shall
constitute an original of this Agreement. When counterparts of facsimile copies
have been executed by all parties, they shall have the same effect as if the
signatures to each counterpart or copy were upon the same document and copies of
such documents shall be deemed valid as originals. The Parties agree that all
such signatures may be transferred to a single document upon the request of any
Party.

5.11.  
No Liability Of Agent

The
Parties acknowledge and agree that nor Thor Capital Group neither Roman Livson,
or any other officer, director or employee of Thor Capital Group, shall have any
responsibility or liability arising under or relating to this Agreement, other
than their role as Escrow Agent.

IN
WITNESS WHEREOF, each of the Parties hereto has caused its corporate name to
be hereunto subscribed by its officer(s) thereunto duly authorized as of the day
and year first above written.

| | Sunrise
Energy Services, Inc.
By: ____________________
Name: David A. Melman
Title: President
| | ---------------------------------------------------------------------------------------------

13

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| | The SES
Shareholders
By: ____________________
Name: David A. Melman
            Attorney-In-Fact 1The Purchasers
By: ____________________
Name: Roman Livson
            Authorized Agent 2
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_________________

1   Power
authorizing Mr. Melman to sign on behalf of the SES Shareholders is attached hereto as Exhibit 3.

2   Power
authorizing Mr. Livson to sign on behalf of the Purchasers is attached hereto as Exhibit 4.

14

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# APPENDIX
A

# SUNRISE
ENERGY SERVICES SHAREHOLDERS

|Name of Transferor and Address                        | Number of Shares to be Transferred
|----------------------------------------------------- | ----------------------------------
|Eurosecurities Ltd.                                   |                                   
|By ___________________                                |                                   
|Authorized Representative                             |                                   
|Name: Ian Ilsley                                      |                                   
|Address: 57 Rue Grimaldi                              |                                   
|MC 98000, Monaco                                      |                                   
|EMU Capital, Ltd.                                     |                                   
|By ___________________                                |                                   
|Authorized Representative                             |                                   
|Name: Robert Gurland                                  |                                   
|Address: c/o Browne and Jacobsen, Aldrich House, 51   |                                   
|Aldrich St                                            |                                   
|London WC2 B4HU, England                              |                                   
|Twinstar International, Ltd.                          |                                   
|By ____________________                               |                                   
|Authorized Representative                             |                                   
|Name: Robert Gurland                                  |                                   
|Address c/o Browne and Jacobsen                       |                                   
|Aldrich House, 51 Aldrich St                          |                                   
|London WC2 B4HU, England                              |                                   
|Exeter Financing Group, Inc.                          |                                   
|By ____________________                               |                                   
|Authorized Representative                             |                                   
|Name: Michelle Milpas                                 |                                   
|Address: Grosvenor House,                             |                                   
|33 Church St., Hamilton                               |                                   
|Bermuda, HM12                                         |                                   
|Midland Trust Company, Ltd.                           |                                   
|By ____________________                               |                                   
|Authorized Representative                             |                                   
|Name: Ian Ilsley                                      |                                   
|Address: 1 Garrick House Place Carrington St., London |                                   
|W1J7AF, England                                       |                                   
|TOTAL                                                 |                                   

15

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# APPENDIX
B

# [Deleted]

16

---

# APPENDIX
C

# FORMS
AND DOCUMENTS REQUIRED TO BE FILED BY SES

|Form                  | Pertaining to Period (If Relevant)
|--------------------- | ----------------------------------
|10-KSB                |                                   
|10-KSB                |                                   
|10-KSB                |                                   
|10-QSBS FOR 2004      |                                   
|8-K FOR TRANSACTION   |                                   
|14(F)(1)              |                                   
|                      |                                   
|FORM 15 C211          |                                   
|CURRENT ON S&P FILING |                                   

17

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# APPENDIX
D

# APPROXIMATE
COSTS FOR PREPARATION
AND FILING OF DOCUMENTS

|Form (indicate period if applicable)            | Approximate Cost
|----------------------------------------------- | ----------------
|OUTSTANDING LEGAL FEES OWED BY SES              |                 
|REIMBURSE DAM FOR DELAWARE CHARGES, CT CORP     |                 
|ACCOUNTING & AUDIT FEES--2001, 2002, 2003, 10QS |                 
|TRANSFER AGENT SET-UP FEES                      |                 
|TAX RETURN FILINGS--US                          |                 
|EDGAR FILINGS CHARGES                           |                 
|                                                |                 
|                                                |                 

18

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# APPENDIX
E

# [Deleted]

19

---

# APPENDIX
F

# [Deleted]

20

---

# APPENDIX
G

# DESCRIPTION
OF EPS ASSETS

/TRANSLATION
OF ESKO-PIVNICH'S LICENSE TO USE THE RESERVES/

State
Reserves Committee of Ukraine

SPECIAL
PERMIT

to use
mineral resources

Registration
#2489 dated 2 July 2004

|                                        | 
|--------------------------------------- | 
|Type of resources utilization activity: | 
|Property:                               | 
|Minerals:                               | 
|Region:                                 | 
|District:                               | 
|Location                                | 
|                                        | 

|Geographic Position | 
|------------------- | 
|
|50o0'50''           | 
|50o2'10''           | 
|49o57'10''          | 
|49o57'00''          | 

21

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|                          | 
|------------------------- | 
|Area of the property:     | 
|Objective:                | 
|                          | 
|Special additional terms: | 
|                          | 
|                          | 
|                          | 

| | 2.
Exploration work is to be conducted by  specialized exploration contractors.
| | -------------------------------------------------------------------------------

| | 3.
Geologocal  information  obtained  during  the  operations  shall  be  provided  to the
State  Geological  Information  Committee  of  Ukraine  within  3  months after such
information is registered.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.
Licenseholder  undertakes to timely  contribute  obligatory  payments  including
financing of exploration  works  in  accordance  with  the  prevailing  legislation.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5.
Abide by the program of Karaykozovskiy property development.
| | ---------------------------------------------------------------

In the
event, the Licenseholder fails to comply with the above terms, the license may
be revoked.

22

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|                     | 
|-------------------- | 
|Source of financing: | 
|Licenseholder:       | 
|                     | 
|                     | 
|Agreed by:           | 
|License term:        | 
|First Deputy Head:   | 

23

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# APPENDIX
H

Reserve
Reports

/TRANSLATION

Confirmed
Deputy State SecretaryOf the Ministry of Fuel and Energy of Ukraine

B.O. Klyuk
/SEAL OF MINISTRY OF FUEL AND ENERGY OF UKRAINE/MINUTES #40

Of the
meeting of the Central Committee for development of oil, gas and condensate deposits
/TRANSLATOR NOTE: CKR/

February 26,
2003

Kiev

PRESENT:

Evdochuk
M.I.  head of CKR, deputy chief of department . Of oil&gas and
oil of refining industry, Ministry of Fuel and Energy of Ukraine, Doctor of
Geology.

Board
members of the Central Committee:

Kisil V.V.,
Pedai O.V., Serednitskiy L.M., Marukhniak M.Yi., Sukhan V.S.

CKR
Members:......Gotskiy B.P., Posokhov L.O., Kerusov E.M., Mikitko I.T., Oleksyuk V.I.,
Palenka E.A.

|HEARD: | .........of
DP "Chernigivnaftogazgeologiya" - Filyushkin K.K.;.........  Of  ZAT "BASKO":
Shigirt Yu.F,., Degtyar S.S.; .........  Presented by: Bagnyuk  M.M, Sinitsyn V.Ya.
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24

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AGENDA:

Project
of exploration and development of Karaykozovskoe Oil, Gas and Condensate
deposit. Project of the technical development of layer B-23 of Lutsenkovskoe gas
and condensate deposit.

HEARD:
Presentation of M.M Bagnyuk on the key points of "Project of exploration and
development of  Karaykozovskoe oil, gas and condensate deposit.

Karaykozovskoe
deposit is located in Krasnokutskiy district of Kharkov region. The geological
structure of the deposit includes: devon, carboniferous, permian, triasian,
jurrasic, kreidian, paleogenic and antropogenic layers.

The
deposit has a branchyanticline of the north-western strike. Transversal tectonic
faults divide the structure into two blocks  Lyubivskiy and
Karaykozivskiy.

Commercial
mineralization has been discovered in Lower Carboniferous and Visean stage. The
deposits of Serpukhovian stage include Upper Serpukhovian sand/clay productive
horizons C-3, C-4, C-4a, C-5 and C-5a.

The
commercial mineralization of horizon C-5a is confirmed by Well #2 where horizon
C-5a was tested together with horizon C-5. The deposit is not large sized
0.6*0.5 km.

Horizon
C-5 is oil bearing according to GDS data in Wells #2, #3 and #11. Oil influx was
obtained in Wells #2 and #3. Well #2 when tested together with horizon C-5a
yielded 70 cubic meters/day and 18 thous. Cubic meters/day of dissolved gas
(choke ø10mm). Well #3 on horizon C-5 yielded oil influx of 183 cubic
meters/day and dissolved gas of 47.1 thous. Cubic meters/day. In Well #11 the
oil presence has been confirmed by GDS.

Horizon
C-4a penetrated by Well #3 and #11 is oil bearing according to GDS data. A
commercially viable influx has been obtained from Well #3 from 4630-4641 range.
Oil flow rate amounted to 110 cubic meters/day through ø10mm choke. Oil
deposit in horizon C-4a of Well #11 is not large sized 1*0.5km. Oil presence has
been confirmed only by GDS data.

Horizon
C-4 has been penetrated by all wells. In Well #2 the horizon was tested together
with horizons C-5 and C-5a and the oil influx of 75 cubic meters per day was
obtained. In Well #5 this horizon was tested with VPT which resulted in no
influx but Well #3 according to GDS data contains 2 oil bearing layers which
when tested did not yield any influx.

25

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According
to GDS data, Horizon C-3 proved water bearing only in Well #2 but was not
tested. In Well #3 this horizon is water bearing.

Condensate
deposits have been discovered by Well #3 in Visean stages. Two horizons are
notable: B-14 and B-15. Horizon B-14 yielded 491 cubic meters/day of gas on
ø14mm choke. The condensate content was 114.1 g/cubic meters. Horizon
B-15 yielded 185 cubic meters/day of gas with condensate content of 98.9 g/cubic
meter.

The
computation of oil and gas reserves was conducted by Poltavaneftegazgeologiya in
1991. For oil deposits in Well #3 the conversion ratio and oil density were more
accurately determined which allowed to restate upwards the reserves in horizons
C-4 and C-5 by approximately 30-35%. Additionally, the assessment of oil
reserves of horizon C-4a in Well #3 put the reserves at 432.5 thousand tones.
This exceeds the reserves determined by the volume method by 55 thousand tones.

Assuming
the oil-water contact position at the bottom of the oil bearing layer, it may be
concluded that these reserves are approximately equal.

Oil,
gas and condensate reserves confirmed for the purposes of the Project of
Exploration and Development are as follows:

|                                    | 
|----------------------------------- | 
|In Well #2 - horizon C-5            | 
|Total oil reserves of C1 category   | 
|Recoverable                         | 
|In Well #3 - horizon C-4a           | 
|Total oil reserves of C1 category   | 
|Recoverable                         | 
|Horizon C-5 total C1 category       | 
|Recoverable                         | 
|Horizon B-15 initial total reserves | 
|Dry gas C1 category                 | 
|Condensate                          | 
|Horizon B-14 initial total reserves | 
|Dry gas C1 category                 | 
|Condensate                          | 

Analysis
of geological and extraction data confirmed for the purposes of the Project of
Exploration and Development the oil deposits of horizons C-4a and C-5 of
Lubivskiy part, C-5 of Karaykozovskiy part as well as condensate deposits of
Well #3.

26

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Presently,
Well #3 is producing from horizon C-4a but after 3 years it will need to be
transferred to horizon C-5. The condensate deposits shall be accessed by new
Well #21, the location of which shall be accurately determined by seismic
studies. Development of C-5 horizon on Karaykozovskiy uplift will be conducted
through Well #2 currently under repair.Following the depletion of the C-5
deposits of Well #2 the horizons C-5a and C-4 may be feasibly accessed.

In
Well #11, according to GDS data, horizons C-5, C-5a and C-4 are oil bearing.
However, none of these horizons have been tested. Accordingly, they were not
included in the Project of Exploration and Development.

The
above oil deposits shall be initially developed in the pressure mode and
subsequently transferred to dissolved gas mode. Condensate deposits shall be
developed in gas modes.

For
all Wells the technological parameters (annual extraction volumes, change in
reservoir pressure etc.) were calculated and Oil and Gas recovery ratios were
justified.

At the
preceding CKR hearing, the draft Project of Exploration and Development was
returned with comments. It required amendments as suggested by the experts. CKR
members requested more accurate disclosures on the timing of the wells
development.

At
this time the experts suggestions have been incorporated  the
alternative gaslift development method (accepted at the suggestion of I.M. Fik),
accelerated simultaneous/separate method of developing condensate deposit,
detailed timing of introducing Well #2 and #3, and drilling new well 21 and
development and exploration of the entire reservoir.

As at
February 1, 2003, Well #3 is developing the oil deposit of horizon C-4a and in 3
years, at the beginning of 2005 (half of 2002, 2003 and 2004) it will be
transferred to deposit C-5 in order to conduct its exploration and development
during 2005, 2006 and the first half of 2007. Therefore, the exploration and
development will take 5 years.

Simultaneously,
starting in the middle of 2003, Well #2 shall be launched into operation that
will during 3 subsequent years (half of 2003, 2004 and 2005) develop the oil
deposit of horizon C-5.

The
drilling of new Well #21 will commence in mid 2003 in order to develop gas
layers B-15 and B-14. The well construction shall last 1.5 years (half of 2003
and 2004) and the exploration and development of the condensate deposit of
horizon B-15 will start in 2005, which will continue for 1 year.

It is
envisaged that the exploration of B-14 horizon deposit shall commence in the
beginning of 2006. The exploration of this deposit shall continue until mid 2007
and will terminate simultaneously with exploration and development work on the
oil deposits.

27

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Accordingly,
the exploration and development of Karaykozovskoe reservoir shall be completed
by the end of first half of 2007 i.e. within 5 years.

The
quantity of hydrocarbons extracted during this period will enable to assess the
reserves by the material balance method, study the filtration properties of the
layer and determine the development mode all of which are necessary to determine
the commercially viable reserves and finalize the reservoir development plan.

As a
result of accepting the plan of drilling new well its design has been suggested
and the specifications of drilling works have been laid out as well as the specs
of penetration and development of the producing layer.

The
Exploration and Development Project draws attention to possible complications in
well operations, equipping the wells. The project also contains recommendations
on how to avoid such possible complications. In order to monitor the development
and studying of the producing layer filtration properties a set of tests has
been scheduled at a certain frequency. The possible environmental implications
of the exploration and development have been defined as well as the ways to
reduce such environmental impact.

The
feasibility study performed for the deposit confirmed the commercial viability
of its development in accordance with the chosen method.

28

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