Exhibit 10.18
 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT  Dated January 25, 2007
   1.
    
    Throughout the Agreement, including all exhibits, Petro Resources Corporation, a Delaware
Corporation shall be changed toPRC Williston LLC, a
Delaware Limited Liability Corporation.2.
    
    Article 1.01(a) shall be amended to read as follows:
 as described in Exhibit A 1 hereto
 3.
    
    Article 1.01(d) shall be amended to read as follows:
 the ownership of the Leases and Lands and the ownership
and operation of the Wells
 4.
    
    Article 2.01(d) shall be amended to read as follows:
 Purchase Price Petro Resources Corporation Buyer represents
that it bas full authority to issue the common stock referenced above. All adjustments to thé
purchase price shall be made in cash.
 In the event the shares of common stock issued to Seller pursuant to this provision exceed 19.9%
of the outstanding common stock of Petro Resources Corporation (by calculation as provided for in
this Article 2.01) Buyer will issue 19.9% of Petro Resources Corporation outstanding common stock
plus an additional cash payment so that the value of the stock and the additional cash equal Ten
Million Dollars ($10,000,000).
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Notwithstanding
toe foregoing, Seller agrees to waive any rights to a vendors
lien  or similar
action as a mechanism to secure the payment of the project funding provided for as part of the
Purchase Price. Seller continues to have all rights and remedies provided for herein related lo
non-performance regarding project funding.
 The term Purchase Price as used in Article 2.02 shall be limited to only the Twenty Million Dollars
in cash and stock provided for above and shall not include the Forty Five Million Dollars in
project funding.
 5.
    
    The following language shall be inserted as Article 20.02(b)(iv):
 Six Hundred Thousand Dollars ($600,000) which has been paid by Buyer to Seller in consideration
for Seller agreeing to extend the Closing Date,
 6.
    
    Article 3.01 shall be amended to read as follows:
 drilling of
development and/or exploration wells on existing Leases,
 7.
    
    Article 3.04 shall be amended to read as follows:
 If, after a project has been initiated and the contemplated results are not being achieved,
the provisions of Article 3.07 may be implemented at any time.
 8.
    
    Article 3.05 shall be amended to read as follows:
 If Buyer elects not to fund any project which involves the Properties and which is set forth in
the Business Plan as attached hereto or included in the current Business Plan as amended at a later
date, the Parties will continue to own and operate the properties as they have in the past.
Notwithstanding the foregoing, Seller shall have the right to propose any project pursuant to the
governing Joint Operating Agreement or Unit Operating Agreement and, in the event Buyer elects not
to participate in thé proposed project, Buyer shall be subject the applicable non-consent
penalties. Said operations will not be part Project Funding described in Article 3.01 hereto.
Regardless of whether or not Buyer agrees to participate in a unit proposed by Seller, Buyer agrees
to fully support Sellers unitization application and all efforts associated therewith.
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9.
    
    Article 3.06 shall be amended to read as follows:
 (the unspent portion of project funding allocated to Other Projects) and, in order to accomplish this, Buyer will be required to pay Seller an amount
of cash equal to 50% of the unspent amount allocated to Other Projects.
 10.
    
    Article 3.08 shall be amended to read as follows:
 Nothing herein shall limit either Buyer or Seller from conveying portions of their interests in
any or all of the Properties to third parties or from encumbering any of the Properties with
mortgages or liens.
 11.
    
    Article 3.09 shall be amended to read as follows:
 drilling/converting wells to enhance secondary recovery operations, drilling
development and/or exploration wells on existing Leases, acquiring additional producing properties
in North
Dakota, acquiring undeveloped oil and gas leasehold and/or contractual rights to oil and gas
leasehold, shooting/acquiring  seismic data and drilling test wells,
 12.
    
    Article 3.10 shall be amended to read as follows:
  13.
    
    Article 3.11  shall be amended to read as follows:
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will offer Buyer the opportunity to include any Prospects identified by Seller within the AMI
in the Development Program. Buyer shall have no obligation to include any given Prospect in the
Development Program. Prospect shall be defined as any project involving the acquisition of seismic
data, leasehold, farmins, mineral interests, producing properties, third party generated deals;
and/or drilling of wells. During the term of a the AMI Buyer agrees to offer Seller 50% of Buyers
interest in any Prospects and or properties which Buyer acquires in north Dakota. Without mutual
agreement of the parties such properties will not be included in the Development program.
 14.
    
    The following language shall be inserted Article 6.01 (m):
 Seller represents, with respect to the Properties, that there are no preferential rights to
purchase, no gas imbalances, no defaults by (third-parties under any applicable contracts, no
pending litigation or to the best of Sellers knowledge, contemplated litigation and no suspense
accounts that will encumber the interest of Buyer
 15.
    
    With regard to Article 7.01(a), Seller agrees to waive any confidentiality obligations as to
any party (including such partys consultants and/or representatives) who provides Buyer with  financing for the transaction contemplated by this
Agreement.16.
    
    Article 8.04 shall be amended to read as follows:
 As used in this Agreement the term Title Defect shall mean any defect which renders title to a
Property less than marketable title or any breach of the representation in Section 6.01(K).
 17.
    
    Article 8.05(d) shall be amended to read as follows;
 With respect to any Title Defect that Seller elects not to cure, Seller and Buyer shall mutually
agree to transfer the Property subject to such Title Defect to Buyer and the Purchase Price shall
be reduced by the Title Defect Amount. If the aggregate of all adjustments to the Purchase Price
for Title Defects arid Environmental Defects is less than $3.25 million, then no adjustment shall
apply. However, if the aggregate of all adjustments to the Purchase Price for Title Defects exceeds
$3.25 million, then the entire amount of the Title Defects and Environmental Defects shall apply
without the $3.25 million deductible.
 18.
    
    Article 8.06 shall be amended to read as follows:
 (a)
    
    Prior the July 21,2007, Buyer may conduct a field inspection of the Properties and Buyer may
further secure, at its sole risk, cost and expense, an environmental audit of all or any of the
Properties. At Buyers request, Seller will make arrangements with the operator of the Properties
for Buyer, or Buyers representatives, to conduct the inspection or audit. If obtained, Buyers
shall immediately furnish a copy of such environmental audit to Seller and the contents of such
environmental audit shall remain confidential unless required to be disclosed by any rule, order or
governmental proceeding.(b)
    
    As used herein, Environmental Defect shall mean any material environmental defect relating to
the Properties in the nature of environmental pollution or contamination, including pollution of
the soil, ground water or the air; underground injection activities and waste disposal on site or
offsite; failure to comply with applicable land use, surface disturbance, licensing or notification
requirements; or violations of environmental or land usé rules, regulations, demands or orders of
appropriate state or federal regulatory agencies.(c)
    
    As Used herein, Environmental Defect Amount means the cost to remediate such Environmental
Defect in accordance with applicable environmental laws. Notwithstanding the foregoing, if the
aggregate of all adjustments to the Purchase Price for Environmental Defects and Title Defects is
less than $3.25 million, then no adjustment shall apply. However, if the aggregate of all
adjustments to the Purchase Price for Environmental Defects and Title Defects
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exceeds $3.25
million, then the entire amount of the Environmental Defects and Title Defects shall apply without
the $3.25 million deductible.
 (d)
    
    If Buyer discovers any Environmental Defect, Buyer shall give Seller notice of such
Environmental Defect as soon as reasonably practicable after said defect is discovered but in no
event later than August 10, 2007. Such notice shall be in writing and shall include (i) a
description of the Environmental Delect and (ii) the Environmental Defect Amount therefore.
Buyer shall be deemed to have waived all Environmental Defects of which Buyer has not given timely
notice to Seller thereof.(e)
    
    Seller shall notify Buyer in writing not later August 20, 2007 whether Seller elects to cure
the alleged Environmental Defect. If Seller has elected to cure the Environmental Defect, Buyer
shall have one hundred eighty (180) days after August 20, 2007 to cure the alleged defect to the
satisfaction of the North Dakota Industrial Commission.(f)
    
    Notwithstanding any terms contained in this Agreement to the contrary, in the event the
aggregate amount of the Environmental Defects and the Title Defects set forth in Section 8.05
hereinabove which Seller does not timely agree to cure exceeds twenty percent (20%) of the Purchase
Price, either Seller or Buyer may elect to terminate this Agreement, the Properties will be
reassigned from Buyer to Seller and all stock cash and amounts expended by Buyer pursuant to this
Agreement shall be refunded to Buyer.
 19.
    
    The Closing Date set forth in Article 10.01 shall be changed to on or before February
21,2007.
  Eagle Operating Inc.By:
    
    /s/ Robert Mau

Robert Mau, PresidentPetro Resources CorporationBy:
    
    /s/ Wayne P. Hall

Wayne P. Hall, Chairman and Chief Executive Officer
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