Unassociated Document


    


    AGREEMENT
AND PLAN OF MERGER

    


    


    THIS AGREEMENT AND PLAN OF
MERGER is made as of the  18th day of
July, 2008

    


    AMONG:

    


    BONANZA OIL & GAS, INC., a
corporation formed pursuant to the laws of the State of Nevada and having an
office for business located at 3000 Richmond Avenue, Suite 400, Houston,
Texas  77098

    


    
      	
               
      

            	
              (“Bonanza”)

            


    

    


    
    

    
      AND:



    BORLAND GOOD NORTH, INC., a
body corporate formed pursuant to the laws of the State of Nevada and a wholly
owned subsidiary of Bonanza

    


    (the
"Acquirer")

    


    AND:

    


    BLACK PEARL ENERGY, INC., a
body corporate formed pursuant to the laws of the State of Nevada and having an
office for business located at 619 West Texas Avenue, Suite 126, Midland, Texas
79701

    


    ("Black
Pearl")

    


    AND:

    


    The
shareholders of Black Pearl as set forth on Exhibit A

    


    (collectively
the “Black Pearl Shareholders”)

    


    


    
      	
               
      

            	
              WHEREAS:

            


    

    


    A.              Black
Pearl is a Nevada corporation engaged in the business of acquiring and
developing oil and gas properties;

    


    B.              The
Black Pearl Shareholders own 9,700,000 Black Pearl Shares, which constitute
55.23% of the presently issued and outstanding Black Pearl Shares;

    


    C.              Bonanza
is a reporting company whose common stock is quoted on the OTC Bulletin Board
under the symbol BGOI engaged in the business of acquiring and developing oil
and gas properties;

    


    D.              The
respective Boards of Directors of Bonanza, Black Pearl and the Acquirer deem it
advisable and in the best interests of Bonanza, Black Pearl and the Acquirer
that Black Pearl merge with and into the Acquirer (the "Merger") pursuant to
this Agreement and the Certificate of Merger, and the applicable provisions of
the laws of the State of Nevada; and

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    E.           It
is intended that the Merger shall qualify for United States federal income tax
purposes as a reorganization within the meaning of Section 368 of the Internal
Revenue Code of 1986, as amended.

    


    NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:

    


    


    ARTICLE
1

    DEFINITIONS
AND INTERPRETATION

    


    Definitions

    


    1.1 In this
Agreement the following terms will have the following meanings:

    


    
      	
              (a)  

            	
              “Acquisition Shares”
      means the 7,024,667 Bonanza Common Shares to be issued to the shareholders
      of Black Pearl at Closing pursuant to the terms of the
    Merger;

            


    

    


    
      	
              (b)  

            	
              “Agreement” means this
      agreement and plan of merger among Bonanza, the Acquirer, Black Pearl, and
      the Black Pearl Shareholders;

            


    

    


    
      	
              (c)  

            	
              “Black Pearl Accounts Payable
      and Liabilities” means all accounts payable and liabilities of
      Black Pearl, due and owing or otherwise constituting a binding obligation
      of Black Pearl as set forth in the Black Pearl Financial
      Statements;

            


    

    


    
      	
              (d)  

            	
              “Black Pearl Accounts
      Receivable” means all accounts receivable and other debts owing to
      Black Pearl, as of March 31, 2008 as set forth in the Black Pearl
      Financial Statements;

            


    

    


    
      	
              (e)  

            	
              “Black Pearl Assets“
      means the undertaking and all the property and assets of the Black Pearl
      Business of every kind and description wheresoever situated including,
      without limitation, Black Pearl Equipment, Black Pearl Inventory, Black
      Pearl Material Contracts, Black Pearl Accounts Receivable, Black Pearl
      Cash, Black Pearl Intangible Assets and Black Pearl Goodwill, and all
      credit cards, charge cards and banking cards issued to Black
      Pearl;

            


    

    


    
      	
              (f)  

            	
              “Black Pearl Bank
      Accounts” means all of the bank accounts, lock boxes and safety
      deposit boxes of Black Pearl or relating to the Black Pearl Business a
      list which has previously been provided to
  Bonanza;

            


    

    


    
      	
              (g)  

            	
              “Black Pearl Business”
      means all aspects of the business conducted by Black
  Pearl;

            


    

    


    
      	
              (h)  

            	
              “Black Pearl Cash” means
      all cash on hand or on deposit to the credit of Black Pearl on the Closing
      Date;

            


    

    


    
      	
              (i)  

            	
              “Black Pearl Debt to Related
      Parties” means the debts owed by Black Pearl and its subsidiaries
      to the Black Pearl Shareholders or to any family member thereof, or to any
      affiliate, director or officer of Black Pearl or the Black Pearl
      Shareholders as described in the Black Pearl Financial
      Statements;

            


    

    


    
      	
              (j)  

            	
              “Black Pearl Equipment”
      means all machinery, equipment, furniture, and furnishings used in the
      Black Pearl Business as set forth in the Black Pearl Financial
      Statements;

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
              (k)  

            	
              “Black Pearl Financial
      Statements” means collectively, the audited consolidated financial
      statements of Black Pearl for the period from inception (January 28, 2008)
      through March 31, 2008 together with the unqualified auditors' reports
      thereon, a true copy of which is attached as Schedule “B”
      hereto;

            


    

    


    
      	
              (l)  

            	
              “Black Pearl Goodwill”
      means the goodwill of the Black Pearl Business together with the exclusive
      right of Bonanza to represent itself as carrying on the Black Pearl
      Business in succession of Black Pearl subject to the terms hereof, and the
      right to use any words indicating that the Black Pearl Business is so
      carried on including the right to use the name "Black Pearl” or “Black
      Pearl Energy" or any variation thereof as part of the name of or in
      connection with the Black Pearl Business or any part thereof carried on or
      to be carried on by Black Pearl, the right to all corporate, operating and
      trade names associated with the Black Pearl Business, or any variations of
      such names as part of or in connection with the Black Pearl Business, all
      telephone listings and telephone advertising contracts, all lists of
      customers, books and records and other information relating to the Black
      Pearl Business, all necessary licenses and authorizations and any other
      rights used in connection with the Black Pearl
  Business;

            


    

    


    
      	
              (m)  

            	
              “Black Pearl Insurance
      Policies” means the public liability insurance and insurance
      against loss or damage to Black Pearl Assets and the Black Pearl Business,
      which have been previously provided to
Bonanza;

            


    

    


    
      	
              (n)  

            	
              “Black Pearl Intangible
      Assets” means all of the intangible assets of Black Pearl,
      including, without limitation, Black Pearl Goodwill, all trademarks,
      logos, copyrights, designs, and other intellectual and industrial property
      of Black Pearl and its subsidiaries as set forth in the Black Pearl
      Financial Statements;

            


    

    


    
      	
              (o)  

            	
              “Black Pearl Inventory”
      means all inventory and supplies of the Black Pearl Business as of March
      31, 2008 as set forth in the Black Pearl Financial
    Statements;

            


    

    


    
      	
              (p)  

            	
              “Black Pearl Material
      Contracts” means the burden and benefit of and the right, title and
      interest of Black Pearl in, to and under all trade and non-trade
      contracts, engagements or commitments, whether written or oral, to which
      Black Pearl is entitled in connection with the Black Pearl Business
      whereunder Black Pearl is obligated to pay or entitled to receive the sum
      of $20,000 or more including, without limitation, any pension plans,
      profit sharing plans, bonus plans, loan agreements, security agreements,
      indemnities and guarantees, any agreements with employees, lessees,
      licensees, managers, accountants, suppliers, agents, distributors,
      officers, directors, attorneys or others which cannot be terminated
      without liability on not more than one month's notice, and those contracts
      described in the Black Pearl Financial Statements;
  and

            


    

    


    
      	
              (q)  

            	
              “Black Pearl Shares”
      means all of the issued and outstanding shares of Black Pearl's equity
      stock.

            


    

    


    
      	
              (r)  

            	
              “Bonanza Accounts Payable and
      Liabilities” means all accounts payable and liabilities of Bonanza,
      on a consolidated basis, due and owing or otherwise constituting a binding
      obligation of Bonanza and its subsidiaries as in the Bonanza Financial
      Statements;

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	
              (s)  

            	
              “Bonanza Accounts
      Receivable” means all accounts receivable and other debts owing to
      Bonanza, on a consolidated basis, as of March 31, 2008 as set forth in the
      Bonanza Financial Statements;

            


    

    


    
      	
              (t)  

            	
              “Bonanza Assets” means
      the undertaking and all the property and assets of the Bonanza Business of
      every kind and description wheresoever situated including, without
      limitation, Bonanza Equipment, Bonanza Inventory, Bonanza Material
      Contracts, Bonanza Accounts Receivable, Bonanza Cash, Bonanza Intangible
      Assets and Bonanza Goodwill, and all credit cards, charge cards and
      banking cards issued to Bonanza;

            


    

    


    
      	
              (u)  

            	
              “Bonanza Bank Accounts”
      means all of the bank accounts, lock boxes and safety deposit boxes of
      Bonanza and its subsidiaries or relating to the Bonanza Business as set
      forth in the Bonanza Financial
Statements;

            


    

    


    
      	
              (v)  

            	
              “Bonanza Business” means
      all aspects of any business conducted by Bonanza and its
      subsidiaries;

            


    

    


    
      	
              (w)  

            	
              “Bonanza Cash” means all
      cash on hand or on deposit to the credit of BONANZA and its subsidiaries
      on the Closing Date;

            


    

    


    
      	
              (x)  

            	
              “Bonanza Common Shares”
      means the shares of common stock in the capital of
  Bonanza;

            


    

    


    
      	
              (y)  

            	
              “Bonanza Equipment” means
      all machinery, equipment, furniture, and furnishings used in the Bonanza
      Business, including, without limitation, the items more particularly
      described in the Bonanza Financial
Statements;

            


    

    


    
      	
              (z)  

            	
              “Bonanza Financial
      Statements” means the financial statements contained
      within  Bonanza’s Form 10-Q for the quarter ended March 31, 2008
      as filed with the Securities and Exchange Commission on May 15,
      2008,  a copy of which is attached hereto as Schedule
      “A”;

            


    

    


    
      	
              (aa)  

            	
              “Bonanza Goodwill” means
      the goodwill of the Bonanza Business including the right to all corporate,
      operating and trade names associated with the Bonanza Business, or any
      variations of such names as part of or in connection with the Bonanza
      Business, all books and records and other information relating to the
      Bonanza Business, all necessary licenses and authorizations and any other
      rights used in connection with the Bonanza
  Business;

            


    

    


    
      	
              (bb)  

            	
              “Bonanza Insurance
      Policies” means the public liability insurance and insurance
      against loss or damage to the Bonanza Assets and the Bonanza Business as
      previously provided by Bonanza to Black
Pearl;

            


    

    


    
      	
              (cc)  

            	
              “Bonanza Intangible
      Assets" means all of the intangible assets of Bonanza and its
      subsidiaries, including, without limitation, Bonanza Goodwill, all
      trademarks, logos, copyrights, designs, and other intellectual and
      industrial property of Bonanza and its
  subsidiaries;

            


    

    


    
      	
              (dd)  

            	
              “Bonanza Inventory” means
      all inventory and supplies of the Bonanza  Business as of March
      31, 2008, as set forth in as contained in the Bonanza Financial
      Statements;

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
              (ee)  

            	
              “Bonanza Material
      Contracts” means the burden and benefit of and the right, title and
      interest of Bonanza and its subsidiaries in, to and under all trade and
      non-trade contracts, engagements or commitments, whether written or oral,
      to which Bonanza or its subsidiaries are entitled whereunder Bonanza or
      its subsidiaries are obligated to pay or entitled to receive the sum of
      $150,000 or more including, without limitation, any pension plans, profit
      sharing plans, bonus plans, loan agreements, security agreements,
      indemnities and guarantees, any agreements with employees, lessees,
      licensees, managers, accountants, suppliers, agents, distributors,
      officers, directors, attorneys or others which cannot be terminated
      without liability on not more than one month's notice, and those contracts
      described  in the Bonanza Financial
  Statements;

            


    

    


    
      	
              (ff)  

            	
              “Closing” means the
      completion, on the Closing Date, of the transactions contemplated hereby
      in accordance with Article 9
hereof;

            


    

    


    
      	
              (gg)  

            	
              “Closing Date” means the
      day on which all conditions precedent to the completion of the transaction
      as contemplated hereby have been satisfied or
  waived;

            


    

    


    
      	
              (hh)  

            	
              “Effective Time” means
      the date of the filing of an appropriate Certificate of Merger in the form
      required by the State of Nevada, which certificate shall provide that the
      Merger shall become effective upon such
filing;

            


    

    


    
      	
              (ii)  

            	
              “Merger” means the
      merger, at the Effective Time, of Black Pearl and the Acquirer pursuant to
      this Agreement and Plan of Merger;

            


    

    


    
      	
              (jj)  

            	
              “Merger Consideration”
      means the Acquisition Shares;

            


    

    


    
      	
              (kk)  

            	
              “Place of Closing” means
      the Law Offices of Stephen M. Fleming PLLC, or such other place as Bonanza
      and Black Pearl may mutually agree
upon;

            


    

    


    
      	
              (ll)  

            	
              “State Corporation Law”
      means the general corporation law of the State of Nevada;
    and

            


    

    


    
      	
              (mm)  

            	
              “Surviving Company” means
      the Acquirer following the merger with Black
  Pearl.

            


    

    


    Any other
terms defined within the text of this Agreement will have the meanings so
ascribed to them.

    


    Captions
and Section Numbers

    


    1.2           The
headings and section references in this Agreement are for convenience of
reference only and do not form a part of this Agreement and are not intended to
interpret, define or limit the scope, extent or intent of this Agreement or any
provision thereof.

    


    Section
References and Schedules

    


    1.3           Any
reference to a particular “Article”, “section”, “paragraph”, “clause” or other
subdivision is to the particular Article, section, clause or other subdivision
of this Agreement and any reference to a Schedule by letter will mean the
appropriate Schedule attached to this Agreement and by such reference the
appropriate Schedule is incorporated into and made part of this
Agreement.  The Schedules to this Agreement are as
follows:

     

    Information
concerning Bonanza

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
              Schedule
      “A”

            	
              Bonanza’s
      Form 10-Q as filed with the Securities and Exchange Commission on May 15,
      2008, a copy of which is attached hereto as Schedule
  “A”

            


    

    


    Information
concerning Black Pearl

    


    
      	
              Schedule
      “B”

            	
              Audited
      Financial Statements of Black Pearl as of March 31,
  2008

            


    

    


    


    Severability
of Clauses

    


    1.4              If
any part of this Agreement is declared or held to be invalid for any reason,
such invalidity will not affect the validity of the remainder which will
continue in full force and effect and be construed as if this Agreement had been
executed without the invalid portion, and it is hereby declared the intention of
the parties that this Agreement would have been executed without reference to
any portion which may, for any reason, be hereafter declared or held to be
invalid.

    


    ARTICLE
2

    THE
MERGER

    


    The
Merger

    


    2.1              At
Closing, Black Pearl shall be merged with and into the Acquirer pursuant to this
Agreement and Plan of Merger and the separate corporate existence of Black Pearl
shall cease and the Acquirer, as it exists from and after the Closing, shall be
the Surviving Company.

    


    Effect
of the Merger

    


    2.2              The
Merger shall have the effect provided therefor by the State Corporation Law.
Without limiting the generality of the foregoing, and subject thereto, at
Closing (i) all the rights, privileges, immunities, powers and franchises, of a
public as well as of a private nature, and all property, real, personal and
mixed, and all debts due on whatever account, including without limitation
subscriptions to shares, and all other causes in action, and all and every other
interest of or belonging to or due to Black Pearl or the Acquirer, as a group,
subject to the terms hereof, shall be taken and deemed to be transferred to, and
vested in, the Surviving Company without further act or deed; and all property,
rights and privileges, immunities, powers and franchises and all and every other
interest shall be thereafter as effectually the property of the Surviving
Company, as they were of Black Pearl and the Acquirer, as a group, and (ii) all
debts, liabilities, duties and obligations of Black Pearl and the Acquirer, as a
group, subject to the terms hereof, shall become the debts, liabilities and
duties of the Surviving Company and the Surviving Company shall thenceforth be
responsible and liable for all debts, liabilities, duties and obligations of
Black Pearl and the Acquirer, as a group, and neither the rights of creditors
nor any liens upon the property of Black Pearl or the Acquirer, as a group,
shall be impaired by the Merger, and may be enforced against the Surviving
Company.

    


    Certificate
of Incorporation; Bylaws; Directors and Officers

    


    2.3              The
Certificate of Incorporation of the Surviving Company from and after the Closing
shall be the Certificate of Incorporation of the Acquirer until thereafter
amended in accordance with the provisions therein and as provided by the
applicable provisions of the State Corporation Law.  The Bylaws of the
Surviving Company from and after the Closing shall be the Bylaws of the Acquirer
as in effect immediately prior to the Closing, continuing until thereafter
amended in accordance with their terms, the Certificate of Incorporation of the
Surviving Company and as provided by the State Corporation Law.  The
Directors of the Acquirer at the Effective Time shall continue to be the
Directors of the Acquirer.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    Conversion
of Securities

    


    2.4              At
the Effective Time, by virtue of the Merger and without any action on the part
of the Acquirer, Black Pearl or the Black Pearl Shareholders or any other
shareholder of Black Pearl, the shares of capital stock of each of Black Pearl
and the Acquirer shall be converted as follows:

    


    
      	
              (a)  

            	
              Capital Stock of the
      Acquirer. Each issued and outstanding share of the Acquirer's
      capital stock shall continue to be issued and outstanding.  Each
      stock certificate of the Acquirer evidencing ownership of any such shares
      shall continue to evidence ownership of such shares of capital stock of
      the Acquirer.

            


    

    


    
      	
              (b)  

            	
              Conversion of Black
      Pearl Shares. Each Black Pearl Share that is issued and outstanding
      at the Effective Time shall automatically be cancelled and extinguished
      and converted, without any action on the part of the holder thereof, into
      the right to receive at the time and in the amounts described in this
      Agreement an amount of Bonanza Common Shares equal to 7,024,667 divided by
      the number of Black Pearl Shares outstanding immediately prior to Closing.
      All such Black Pearl Shares, when so converted, shall no longer be
      outstanding and shall automatically be cancelled and retired and shall
      cease to exist, and each holder of a certificate representing any such
      shares shall cease to have any rights with respect thereto, except the
      right to receive the Acquisition Shares paid in consideration therefor
      upon the surrender of such certificate in accordance with this
      Agreement.

            


    

    


    Adherence
with Applicable Securities Laws

    


    2.5           The
Black Pearl Shareholders agrees that they are acquiring a pro rata amount of the
Acquisition Shares for investment purposes and will not offer, sell or otherwise
transfer, pledge or hypothecate any of the Acquisition Shares issued to them
(other than pursuant to an effective Registration Statement under the Securities Act of 1933, as
amended) directly or indirectly unless:

    


    
      	
              (a)  

            	
              the
      sale is to Bonanza;

            


    

    


    
      	
              (b)  

            	
              the
      sale is made pursuant to the exemption from registration under the Securities Act of 1933,as
      amended, provided by Rule 144 thereunder;
  or

            


    

    


    
      	
              (c)  

            	
              the
      Acquisition Shares are sold in a transaction that does not require
      registration under the Securities Act of 1933, as
      amended, or any applicable United States state laws and regulations
      governing the offer and sale of securities, and the vendor has furnished
      to Bonanza an opinion of counsel to that effect or such other written
      opinion as may be reasonably required by
  Bonanza.

            


    

    


    The Black Pearl Shareholders
acknowledge that the certificates representing the Acquisition Shares shall bear
the following legend:

    


    NO SALE,
OFFER TO SELL, OR TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE SHALL
BE MADE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF
1933, AS AMENDED, IN RESPECT OF SUCH SHARES IS THEN IN EFFECT OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS THEN IN FACT APPLICABLE TO
SAID SHARES.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    ARTICLE
3

    REPRESENTATIONS
AND WARRANTIES

    OF
BONANZA

    


    Representations
and Warranties

    


    3.1              Bonanza
represents and warrants in all material respects to Black Pearl, with the intent
that Black Pearl will rely thereon in entering into this Agreement and in
approving and completing the transactions contemplated hereby,
that:

    


    Bonanza
- Corporate Status and Capacity

    


    
      	
              (a)  

            	
              Incorporation.
      Bonanza is a corporation duly incorporated and validly subsisting under
      the laws of the State of Nevada, and is in good standing with the office
      of the Secretary of State for the State of
  Nevada;

            


    

    


    
      	
              (b)  

            	
              Carrying on
      Business. Bonanza is engaged in the business of acquiring and
      developing oil and gas properties and is duly authorized to carry on such
      business in Texas.  The nature of the Bonanza Business does not
      require Bonanza to register or otherwise be qualified to carry on business
      in any other jurisdictions;

            


    

    


    
      	
              (c)  

            	
              Corporate
      Capacity. Bonanza has the corporate power, capacity and authority
      to own the Bonanza Assets and to enter into and complete this
      Agreement;

            


    

    


    
      	
              (d)  

            	
              Reporting Status;
      Listing. Bonanza is required to file current reports with the
      Securities and Exchange Commission pursuant to section 12(g) of the
      Securities Exchange Act of 1934, the Bonanza Common Shares are quoted on
      the OTC Bulletin Board, and all reports required to be filed by Bonanza
      with the Securities and Exchange Commission have been timely
      filed;

            


    

    


    Acquirer
- Corporate Status and Capacity

    


    
      	
              (e)  

            	
              Incorporation.
      The Acquirer is a corporation duly incorporated and validly subsisting
      under the laws of the State of Nevada, and is in good standing with the
      office of the Secretary of State for the State of
  Nevada;

            


    

    


    
      	
              (f)  

            	
              Corporate
      Capacity. The Acquirer has the corporate power, capacity and
      authority to enter into and complete this
  Agreement;

            


    

    


    
      	
               
      

            	
              Bonanza
      - Capitalization

            


    

    


    
      	
              (g)  

            	
              Authorized
      Capital. The authorized capital of Bonanza consists of 60,000,000
      Bonanza Common Shares, $0.001 par value, of which 30,317,986 Bonanza
      Common Shares are presently issued and
  outstanding;

            


    

    


    
      	
              (h)  

            	
              No Option.
      Except as set forth in its reports as filed with the Securities and
      Exchange Commission (the “34 Act Reports”), no person, firm or corporation
      has any agreement or option or any right capable of becoming an agreement
      or option for the acquisition of Bonanza Common Shares or for the
      purchase, subscription or issuance of any of the unissued shares in the
      capital of Bonanza;

            


    

    


    
      	
              (i)  

            	
              Capacity.
      Bonanza has the full right, power and authority to enter into this
      Agreement on the terms and conditions contained
  herein;

            


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    Acquirer
Capitalization

    


    
      	
              (j)  

            	
              Authorized
      Capital. The authorized capital of the Acquirer consists of 200
      shares of common stock, $0.0001 par value, of which one share of common
      stock is presently issued and
outstanding;

            


    

    


    
      	
              (k)  

            	
              No Option. No
      person, firm or corporation has any agreement or option or any right
      capable of becoming an agreement or option for the acquisition of any
      common or preferred shares in Acquirer or for the purchase, subscription
      or issuance of any of the unissued shares in the capital of
      Acquirer;

            


    

    


    
      	
              (l)  

            	
              Capacity. The
      Acquirer has the full right, power and authority to enter into this
      Agreement on the terms and conditions contained
  herein;

            


    

    


    
      	
               
      

            	
              Bonanza
      - Records and Financial Statements

            


    

    


    
      	
              (m)  

            	
              Charter
      Documents. The charter documents of Bonanza and the Acquirer have
      not been altered since the incorporation of each, respectively, except as
      filed in the record books of Bonanza or the Acquirer, as the case may
      be;

            


    

    


    
      	
              (n)  

            	
              Corporate Minute
      Books. The corporate minute books of Bonanza and its subsidiaries
      are complete and each of the minutes contained therein accurately reflect
      the actions that were taken at a duly called and held meeting or by
      consent without a meeting. All actions by Bonanza and its subsidiaries
      which required director or shareholder approval are reflected on the
      corporate minute books of Bonanza and its subsidiaries. Bonanza and its
      subsidiaries are not in violation or breach of, or in default with respect
      to, any term of their respective Certificates of Incorporation (or other
      charter documents) or by-laws.

            


    

    


    
      	
              (o)  

            	
              Bonanza Financial
      Statements. The Bonanza Financial Statements present fairly, in all
      material respects, the assets and liabilities (whether accrued, absolute,
      contingent or otherwise) of Bonanza, on a consolidated basis, as of the
      respective dates thereof, and the sales and earnings of the Bonanza
      Business during the periods covered thereby, in all material respects and
      have been prepared in substantial accordance with generally accepted
      accounting principles consistently
applied;

            


    

    


    
      	
              (p)  

            	
              Bonanza Accounts
      Payable and Liabilities. There are no material liabilities,
      contingent or otherwise, of Bonanza or its subsidiaries which are not
      disclosed in the Bonanza Financial Statements except those incurred in the
      ordinary course of business since the date of the Bonanza Financial
      Statements, and neither Bonanza nor its subsidiaries have guaranteed or
      agreed to guarantee any debt, liability or other obligation of any person,
      firm or corporation. Without limiting the generality of the foregoing, all
      accounts payable and liabilities of Bonanza and its subsidiaries as of
      March 31, 2008 are set forth in the Bonanza Financial
      Statements;

            


    

    


    
      	
              (q)  

            	
              Bonanza Accounts
      Receivable. All the Bonanza Accounts Receivable result from bona
      fide business transactions and services actually rendered without, to the
      knowledge and belief of Bonanza, any claim by the obligor for set-off or
      counterclaim;

            


    

    


    
      	
              (r)  

            	
              No Debt to Related
      Parties. Except as set forth in the Bonanza Financial Statements,
      neither Bonanza nor its subsidiaries are, and on Closing will not be,
      materially indebted to any affiliate, director or officer of Bonanza
      except accounts payable on account of bona fide business transactions of
      Bonanza incurred in normal course of the Bonanza Business, including
      employment agreements, none of which are more than 30 days in
      arrears;

            


    

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      	
              (s)  

            	
              No Related Party Debt
      to Bonanza. No director or officer or affiliate of Bonanza is now
      indebted to or under any financial obligation to Bonanza or its
      subsidiaries on any account whatsoever, except for advances on account of
      travel and other expenses not exceeding $5,000 in
  total;

            


    

    


    
      	
              (t)  

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of
      Bonanza have been made, declared or authorized since the date of Bonanza
      Financial Statements;

            


    

    


    
      	
              (u)  

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      Bonanza Financial Statements to or on behalf of officers, directors,
      shareholders or employees of Bonanza or its subsidiaries or under any
      management agreements with Bonanza or its subsidiaries, except payments
      made in the ordinary course of business and at the regular rates of salary
      or other remuneration payable to
them;

            


    

    


    
      	
              (v)  

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting Bonanza or
      its subsidiaries;

            


    

    


    
      	
              (w)  

            	
              No Adverse
      Events. Except as set forth on the 34 Act Reports, since the date
      of the Bonanza Financial Statements

            


    

    


    
      	
              (i)  

            	
              there
      has not been any material adverse change in the financial position or
      condition of Bonanza, its subsidiaries, its liabilities or the Bonanza
      Assets or any damage, loss or other change in circumstances materially
      affecting Bonanza, the Bonanza Business or the Bonanza Assets or Bonanza’
      right to carry on the Bonanza Business, other than changes in the ordinary
      course of business,

            


    

    


    
      	
              (ii)  

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting Bonanza, its
      subsidiaries, the Bonanza Business or the Bonanza
  Assets,

            


    

    


    
      	
              (iii)  

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by Bonanza to any of Bonanza’ officers, employees or agents
      or any bonus, payment or arrangement made to or with any of
      them,

            


    

    


    
      	
              (iv)  

            	
              the
      Bonanza Business has been and continues to be carried on in the ordinary
      course,

            


    

    


    
      	
              (v)  

            	
              Bonanza
      has not waived or surrendered any right of material
  value,

            


    

    


    
      	
              (vi)  

            	
              Neither
      Bonanza nor its subsidiaries have discharged or satisfied or paid any lien
      or encumbrance or obligation or liability other than current liabilities
      in the ordinary course of business,
and

            


    

    


    
      	
              (vii)  

            	
              no
      capital expenditures in excess of $10,000 individually or $30,000 in total
      have been authorized or made.

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    Bonanza - Income Tax
Matters

    


    
      	
              (x)  

            	
              Tax Returns.
      All tax returns and reports of Bonanza and its subsidiaries required by
      law to be filed have been filed and are true, complete and correct, and
      any taxes payable in accordance with any return filed by Bonanza and its
      subsidiaries or in accordance with any notice of assessment or
      reassessment issued by any taxing authority have been so
    paid;

            


    

    


    
      	
              (y)  

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by Bonanza or its
      subsidiaries.  Bonanza is not aware of any contingent tax
      liabilities or any grounds which would prompt a reassessment including
      aggressive treatment of income and expenses in filing earlier tax
      returns;

            


    

    


    Bonanza - Applicable Laws and Legal
Matters

    


    
      	
              (z)  

            	
              Licenses.
      Bonanza and its subsidiaries hold all licenses and permits as may be
      requisite for carrying on the Bonanza Business in the manner in which it
      has heretofore been carried on, which licenses and permits have been
      maintained and continue to be in good standing except where the failure to
      obtain or maintain such licenses or permits would not have a material
      adverse effect on the Bonanza
Business;

            


    

    


    
      	
              (aa)  

            	
              Applicable
      Laws. Neither Bonanza nor its subsidiaries have been charged with
      or received notice of breach of any laws, ordinances, statutes,
      regulations, by-laws, orders or decrees to which they are subject or which
      apply to them the violation of which would have a material adverse effect
      on the Bonanza Business, and to Bonanza’s knowledge, neither Bonanza nor
      its subsidiaries are in breach of any laws, ordinances, statutes,
      regulations, bylaws, orders or decrees the contravention of which would
      result in a material adverse impact on the Bonanza
    Business;

            


    

    


    
      	
              (bb)  

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to
      Bonanza, its subsidiaries, the Bonanza Business, or any of the Bonanza
      Assets nor does Bonanza have any knowledge of any deliberate act or
      omission of Bonanza or its subsidiaries that would form any material basis
      for any such action or proceeding;

            


    

    


    
      	
              (cc)  

            	
              No Bankruptcy.
      Neither Bonanza nor its subsidiaries have made any voluntary assignment or
      proposal under applicable laws relating to insolvency and bankruptcy and
      no bankruptcy petition has been filed or presented against Bonanza or its
      subsidiaries and no order has been made or a resolution passed for the
      winding-up, dissolution or liquidation of Bonanza or its
      subsidiaries;

            


    

    


    
      	
              (dd)  

            	
              Labor Matters.
      Neither Bonanza nor its subsidiaries are party to any collective agreement
      relating to the Bonanza Business with any labor union or other association
      of employees and no part of the Bonanza Business has been certified as a
      unit appropriate for collective bargaining or, to the knowledge of
      Bonanza, has made any attempt in that
regard;

            


    

    


    
      	
              (ee)  

            	
              Finder's Fees.
      Neither Bonanza nor its subsidiaries are party to any agreement which
      provides for the payment of finder's fees, brokerage fees, commissions or
      other fees or amounts which are or may become payable to any third party
      in connection with the execution and delivery of this Agreement and the
      transactions contemplated herein;

            


    

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    Execution
and Performance of Agreement

    


    
      	
              (ff)  

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of
      Bonanza and the Acquirer;

            


    

    


    
      	
              (gg)  

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not:

            


    

    


    
      	
              (i)  

            	
              violate
      the charter documents of Bonanza or the Acquirer or result in any breach
      of, or default under, any loan agreement, mortgage, deed of trust, or any
      other agreement to which Bonanza or its subsidiaries are
      party,

            


    

    


    
      	
              (ii)  

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, the Bonanza Material Contracts, or any right or rights
      enjoyed by Bonanza or its
subsidiaries,

            


    

    


    
      	
              (iii)  

            	
              result
      in any alteration of Bonanza’s or its subsidiaries’ obligations under any
      agreement to which Bonanza or its subsidiaries are party including,
      without limitation, the Bonanza Material
  Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the
      Bonanza Assets,

            


    

    


    
      	
              (v)  

            	
              result
      in the imposition of any tax liability to Bonanza or its subsidiaries
      relating to the Bonanza Assets, or

            


    

    


    
      	
              (vi)  

            	
              violate
      any court order or decree to which either Bonanza or its subsidiaries are
      subject;

            


    

    


    The
Bonanza Assets - Ownership and Condition

    


    
      	
              (hh)  

            	
              Business
      Assets. The Bonanza Assets comprise all of the property and assets
      of the Bonanza Business, and no other person, firm or corporation owns any
      assets used by Bonanza or its subsidiaries in operating the Bonanza
      Business, whether under a lease, rental agreement or other arrangement,
      other than as disclosed in Schedules “A”
hereto;

            


    

    


    
      	
              (ii)  

            	
              Title. Bonanza
      or its subsidiaries are the legal and beneficial owner of the Bonanza
      Assets, free and clear of all mortgages, liens, charges, pledges, security
      interests, encumbrances or other claims whatsoever, save and except as
      disclosed in the Bonanza Financial
Statements;

            


    

    


    
      	
              (jj)  

            	
              No Option. No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of any of the Bonanza
      Assets;

            


    

    


    
      	
              (kk)  

            	
              No Default.
      There has not been any default in any material obligation of Bonanza or
      any other party to be performed under any of the Bonanza Material
      Contracts, each of which is in good standing and in full force and effect
      and unamended (except as disclosed in Schedule “I” hereto), and Bonanza is
      not aware of any default in the obligations of any other party to any of
      the Bonanza Material Contracts;

            


    

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    Bonanza Assets - Bonanza Equipment

    


    
      	
              (ll)  

            	
              Bonanza
      Equipment. The Bonanza Equipment has been maintained in a manner
      consistent with that of a reasonably prudent owner and such equipment is
      in good working condition;

            


    

    


    


    Bonanza - Acquisition
Shares

    


    
      	
              (mm)  

            	
              Acquisition
      Shares. The Acquisition Shares when delivered to the holders of
      Black Pearl Shares pursuant to the Merger shall be validly issued and
      outstanding as fully paid and non-assessable shares and the Acquisition
      Shares shall be transferable upon the books of Bonanza, in all cases
      subject to the provisions and restrictions of all applicable securities
      laws.

            


    

    


    Non-Merger
and Survival

    


    3.2           The
representations and warranties of Bonanza contained herein will be true at and
as of Closing in all material respects as though such representations and
warranties were made as of such time.  Notwithstanding the completion
of the transactions contemplated hereby, the waiver of any condition contained
herein (unless such waiver expressly releases a party from any such
representation or warranty) or any investigation made by Black Pearl or the
Black Pearl Shareholders, the representations and warranties of Bonanza shall
survive the Closing.

    


    Indemnity

    


    3.3           Bonanza
agrees to indemnify and save harmless Black Pearl and the Black Pearl
Shareholders from and against any and all claims, demands, actions, suits,
proceedings, assessments, judgments, damages, costs, losses and expenses,
including any payment made in good faith in settlement of any claim (subject to
the right of Bonanza to defend any such claim), resulting from the breach by it
of any representation or warranty made under this Agreement or from any
misrepresentation in or omission from any certificate or other instrument
furnished or to be furnished by Bonanza to Black Pearl or the Black Pearl
Shareholders hereunder.

    


    


    ARTICLE
4

    COVENANTS
OF BONANZA

    


    Covenants

    


    4.1              Bonanza
covenants and agrees with Black Pearl that it will:

    


    
      	
              (a)  

            	
              Conduct of
      Business. Until the Closing, conduct its business diligently and in
      the ordinary course consistent with the manner in which it generally has
      been operated up to the date of execution of this
    Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation of
      Business.  Until the Closing, use its best efforts to
      preserve the Bonanza Business and the Bonanza Assets and, without
      limitation, preserve for Black Pearl Bonanza’s and its subsidiaries’
      relationships with any third party having business relations with
      them;

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	
              (c)  

            	
              Access. Until
      the Closing, give Black Pearl, the Black Pearl Shareholders, and their
      representatives full access to all of the properties, books, contracts,
      commitments and records of Bonanza, and furnish to Black Pearl, the Black
      Pearl Shareholders and their representatives all such information as they
      may reasonably request;

            


    

    


    
      	
              (d)  

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger and to preserve and maintain the Bonanza Assets
      notwithstanding the change in control of Black Pearl arising from the
      Merger;

            


    

    


    Authorization

    


    4.2              Bonanza
hereby agrees to authorize and direct any and all federal, state, municipal,
foreign and international governments and regulatory authorities having
jurisdiction respecting Bonanza and its subsidiaries to release any and all
information in their possession respecting Bonanza and its subsidiaries to Black
Pearl. Bonanza shall promptly execute and deliver to Black Pearl any and all
consents to the release of information and specific authorizations which Black
Pearl reasonably requires to gain access to any and all such
information.

    


    Survival

    


    4.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
Black Pearl and the Black Pearl Shareholders.

    


    


    ARTICLE
5

    REPRESENTATIONS
AND WARRANTIES OF

    THE
BLACK PEARL SHAREHOLDERS

    


    Representations
and Warranties

    


    5.1              The
Black Pearl Shareholders represent and warrants in all material respects to
Bonanza, with the intent that it will rely thereon in entering into this
Agreement and in approving and completing the transactions contemplated hereby,
that:

    


    Black
Pearl - Corporate Status and Capacity

    


    
      	
              (a)  

            	
              Incorporation.
      Black Pearl is a corporation duly incorporated and validly subsisting
      under the laws of the State of Nevada, and is in good standing with the
      office of the Secretary of State for the State of
  Nevada;

            


    

    


    
      	
              (b)  

            	
              Carrying on
      Business. Black Pearl carries on business primarily in the State of
      Texas and does not carry on any material business activity in any other
      jurisdiction. Black Pearl has an office in Midland, Texas and in no other
      locations. The nature of the Black Pearl Business does not require Black
      Pearl to register or otherwise be qualified to carry on business in any
      other jurisdiction;

            


    

    


    
      	
              (c)  

            	
              Corporate
      Capacity. Black Pearl has the corporate power, capacity and
      authority to own Black Pearl Assets, to carry on the Business of Black
      Pearl and to enter into and complete this
  Agreement;

            


    

    


    Black
Pearl - Capitalization

    


    
      	
              (d)  

            	
              Authorized
      Capital. The authorized capital of Black Pearl consists of
      250,000,000 shares of common stock, $.00001 par value per share, and
      10,000,000 shares of preferred stock, $.00001 par value per
      share;

            


    

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      	
              (e)  

            	
              Ownership of Black
      Pearl Shares. The issued and outstanding share capital of Black
      Pearl will on Closing consist of 17,561,667 common shares (being the Black
      Pearl Shares), which shares on Closing shall be validly issued and
      outstanding as fully paid and non-assessable shares. The Black Pearl
      Shareholders will be at Closing the registered and beneficial owners of
      9,700,000 Black Pearl Shares. The Black Pearl Shares owned by the Black
      Pearl Shareholders, as well as all other outstanding Black Pearl Shares,
      will on Closing be free and clear of any and all liens, charges, pledges,
      encumbrances, restrictions on transfer and adverse claims
      whatsoever;

            


    

    


    
      	
              (f)  

            	
              No Option. No
      person, firm or corporation has any agreement, option, warrant, preemptive
      right or any other right capable of becoming an agreement or option for
      the acquisition of Black Pearl Shares held by the Black Pearl Shareholders
      or for the purchase, subscription or issuance of any of the unissued
      shares in the capital of Black
Pearl;

            


    

    


    
      	
              (g)  

            	
              No
      Restrictions. There are no restrictions on the transfer, sale or
      other disposition of Black Pearl Shares contained in the charter documents
      of Black Pearl or under any
agreement;

            


    

    


    Black
Pearl - Records and Financial Statements

    


    
      	
              (h)  

            	
              Charter
      Documents. The charter documents of Black Pearl have not been
      altered since its incorporation date, except as filed in the record books
      of Black Pearl;

            


    

    


    
      	
              (i)  

            	
              Corporate Minute
      Books. The corporate minute books of Black Pearl are complete and
      each of the minutes contained therein accurately reflect the actions that
      were taken at a duly called and held meeting or by consent without a
      meeting. All actions by Black Pearl which required director or shareholder
      approval are reflected on the corporate minute books of Black Pearl. Black
      Pearl is not in violation or breach of, or in default with respect to, any
      term of its Certificates of Incorporation (or other charter documents) or
      by-laws.

            


    

    


    
      	
              (j)  

            	
              Black Pearl Financial
      Statements. The Black Pearl Financial Statements present fairly, in
      all material respects, the assets and liabilities (whether accrued,
      absolute, contingent or otherwise) of Black Pearl, on consolidated basis,
      as of the respective dates thereof, and the sales and earnings of the
      Black Pearl Business during the periods covered thereby, in all material
      respects, and have been prepared in substantial accordance with generally
      accepted accounting principles consistently
  applied;

            


    

    


    
      	
              (k)  

            	
              Black Pearl Accounts
      Payable and Liabilities. There are no material liabilities,
      contingent or otherwise, of Black Pearl which are not disclosed in in the
      Black Pearl Financial Statements except those incurred in the ordinary
      course of business since the date of the said schedule and the Black Pearl
      Financial Statements, and Black Pearl has not guaranteed or agreed to
      guarantee any debt, liability or other obligation of any person, firm or
      corporation. Without limiting the generality of the foregoing, all
      accounts payable and liabilities of Black Pearl as of March 31, 2008 are
      described in the Black Pearl Financial
  Statements;

            


    

    


    
      	
              (l)  

            	
              Black Pearl Accounts
      Receivable. All Black Pearl Accounts Receivable result from bona
      fide business transactions and services actually rendered without, to the
      knowledge and belief of Black Pearl, any claim by the obligor for set-off
      or counterclaim;

            


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    
      	
              (m)  

            	
              Black Pearl Bank
      Accounts. All of the Black Pearl Bank Accounts, their location,
      numbers and the authorized signatories have been provided to management of
      Bonanza;

            


    

    


    
      	
              (n)  

            	
              No Debt to Related
      Parties. Except as disclosed in the Black Pearl Financial
      Statements, Black Pearl is not, and on Closing will not be, materially
      indebted to the Black Pearl Shareholders nor to any family member thereof,
      nor to any affiliate, director or officer of Black Pearl or the Black
      Pearl Shareholders except accounts payable on account of bona fide
      business transactions of Black Pearl incurred in normal course of Black
      Pearl Business, including employment agreements with the Black Pearl
      Shareholders, none of which are more than 30 days in
    arrears;

            


    

    


    
      	
              (o)  

            	
              No Related Party Debt
      to Black Pearl. Neither the Black Pearl Shareholders nor any
      director, officer or affiliate of Black Pearl are now indebted to or under
      any financial obligation to Black Pearl on any account whatsoever, except
      for advances on account of travel and other expenses not exceeding $5,000
      in total;

            


    

    


    
      	
              (p)  

            	
              No Dividends.
      No dividends or other distributions on any shares in the capital of Black
      Pearl have been made, declared or authorized since the date of the Black
      Pearl Financial Statements;

            


    

    


    
      	
              (q)  

            	
              No Payments. No
      payments of any kind have been made or authorized since the date of the
      Black Pearl Financial Statements to or on behalf of the Black Pearl
      Shareholders or to or on behalf of officers, directors, shareholders or
      employees of Black Pearl or under any management agreements with Black
      Pearl, except payments made in the ordinary course of business and at the
      regular rates of salary or other remuneration payable to
    them;

            


    

    


    
      	
              (r)  

            	
              No Pension
      Plans. There are no pension, profit sharing, group insurance or
      similar plans or other deferred compensation plans affecting Black
      Pearl;

            


    

    


    
      	
              (s)  

            	
              No Adverse
      Events. Except as set forth on Schedule
      5(s), since the date of the Black Pearl Financial
      Statements:

            


    

    


    
      	
              (i)  

            	
              there
      has not been any material adverse change in the consolidated financial
      position or condition of Black Pearl, its liabilities or the Black Pearl
      Assets or any damage, loss or other change in circumstances materially
      affecting Black Pearl, the Black Pearl Business or the Black Pearl Assets
      or Black Pearl’s right to carry on the Black Pearl Business, other than
      changes in the ordinary course of
business,

            


    

    


    
      	
              (ii)  

            	
              there
      has not been any damage, destruction, loss or other event (whether or not
      covered by insurance) materially and adversely affecting Black Pearl, the
      Black Pearl Business or the Black Pearl
Assets,

            


    

    


    
      	
              (iii)  

            	
              there
      has not been any material increase in the compensation payable or to
      become payable by Black Pearl to the Black Pearl Shareholders or to any of
      Black Pearl's officers, employees or agents or any bonus, payment or
      arrangement made to or with any of
them,

            


    

    


    
      	
              (iv)  

            	
              the
      Black Pearl Business has been and continues to be carried on in the
      ordinary course,

            


    

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	
              (v)  

            	
              Black
      Pearl has not waived or surrendered any right of material
      value,

            


    

    


    
      	
              (vi)  

            	
              Black
      Pearl has not discharged or satisfied or paid any lien or encumbrance or
      obligation or liability other than current liabilities in the ordinary
      course of business, and

            


    

    


    
      	
              (vii)  

            	
              no
      capital expenditures in excess of $10,000 individually or $30,000 in total
      have been authorized or made;

            


    

    


    Black
Pearl - Income Tax Matters

    


    
      	
              (t)  

            	
              Tax Returns.
      All tax returns and reports of Black Pearl required by law to be filed
      have been filed and are true, complete and correct, and any taxes payable
      in accordance with any return filed by Black Pearl or in accordance with
      any notice of assessment or reassessment issued by any taxing authority
      have been so paid;

            


    

    


    
      	
              (u)  

            	
              Current Taxes.
      Adequate provisions have been made for taxes payable for the current
      period for which tax returns are not yet required to be filed and there
      are no agreements, waivers, or other arrangements providing for an
      extension of time with respect to the filing of any tax return by, or
      payment of, any tax, governmental charge or deficiency by Black Pearl.
      Black Pearl is not aware of any contingent tax liabilities or any grounds
      which would prompt a reassessment including aggressive treatment of income
      and expenses in filing earlier tax
returns;

            


    

    


    
      	
               
      

            	
              Black
      Pearl - Applicable Laws and Legal
Matters

            


    

    


    
      	
              (v)  

            	
              Licenses. Black
      Pearl holds all licenses and permits as may be requisite for carrying on
      the Black Pearl Business in the manner in which it has heretofore been
      carried on, which licenses and permits have been maintained and continue
      to be in good standing except where the failure to obtain or maintain such
      licenses or permits would not have a material adverse effect on the Black
      Pearl Business;

            


    

    


    
      	
              (w)  

            	
              Applicable
      Laws. Black Pearl has not been charged with or received notice of
      breach of any laws, ordinances, statutes, regulations, by-laws, orders or
      decrees to which it is subject or which applies to it the violation of
      which would have a material adverse effect on the Black Pearl Business,
      and, to Black Pearl’s knowledge, Black Pearl is not in breach of any laws,
      ordinances, statutes, regulations, by-laws, orders or decrees the
      contravention of which would result in a material adverse impact on the
      Black Pearl Business;

            


    

    


    
      	
              (x)  

            	
              Pending or Threatened
      Litigation. There is no material litigation or administrative or
      governmental proceeding pending or threatened against or relating to Black
      Pearl, the Black Pearl Business, or any of the Black Pearl Assets, nor
      does Black Pearl have any knowledge of any deliberate act or omission of
      Black Pearl that would form any material basis for any such action or
      proceeding;

            


    

    


    
      	
              (y)  

            	
              No Bankruptcy.
      Black Pearl has not made any voluntary assignment or proposal under
      applicable laws relating to insolvency and bankruptcy and no bankruptcy
      petition has been filed or presented against Black Pearl and no order has
      been made or a resolution passed for the winding-up, dissolution or
      liquidation of Black Pearl;

            


    

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      	
              (z)  

            	
              Labor Matters.
      Black Pearl is not a party to any collective agreement relating to the
      Black Pearl Business with any labor union or other association of
      employees and no part of the Black Pearl Business has been certified as a
      unit appropriate for collective bargaining or, to the knowledge of Black
      Pearl, has made any attempt in that regard and Black Pearl has no reason
      to believe that any current employees will leave Black Pearl's employ as a
      result of this Merger.

            


    

    


    
      	
              (aa)  

            	
              Finder's Fees.
      Black Pearl is not a party to any agreement which provides for the payment
      of finder's fees, brokerage fees, commissions or other fees or amounts
      which are or may become payable to any third party in connection with the
      execution and delivery of this Agreement and the transactions contemplated
      herein;

            


    

    


    Execution
and Performance of Agreement

    


    
      	
              (bb)  

            	
              Authorization and
      Enforceability. The execution and delivery of this Agreement, and
      the completion of the transactions contemplated hereby, have been duly and
      validly authorized by all necessary corporate action on the part of Black
      Pearl;

            


    

    


    
      	
              (cc)  

            	
              No Violation or
      Breach. The execution and performance of this Agreement will
      not

            


    

    


    
      	
              (i)  

            	
              violate
      the charter documents of Black Pearl or result in any breach of, or
      default under, any loan agreement, mortgage, deed of trust, or any other
      agreement to which Black Pearl is a
party,

            


    

    


    
      	
              (ii)  

            	
              give
      any person any right to terminate or cancel any agreement including,
      without limitation, Black Pearl Material Contracts, or any right or rights
      enjoyed by Black Pearl,

            


    

    


    
      	
              (iii)  

            	
              result
      in any alteration of Black Pearl's obligations under any agreement to
      which Black Pearl is a party including, without limitation, the Black
      Pearl Material Contracts,

            


    

    


    
      	
              (iv)  

            	
              result
      in the creation or imposition of any lien, encumbrance or restriction of
      any nature whatsoever in favor of a third party upon or against the Black
      Pearl Assets,

            


    

    


    
      	
              (v)  

            	
              result
      in the imposition of any tax liability to Black Pearl relating to Black
      Pearl Assets or the Black Pearl Shares,
or

            


    

    


    
      	
              (vi)  

            	
              violate
      any court order or decree to which either Black Pearl is
      subject;

            


    

    


    Black
Pearl Assets - Ownership and Condition

    


    
      	
              (dd)  

            	
              Business
      Assets. The Black Pearl Assets comprise all of the property and
      assets of the Black Pearl Business, and neither the Black Pearl
      Shareholders nor any other person, firm or corporation owns any assets
      used by Black Pearl in operating the Black Pearl Business, whether under a
      lease, rental agreement or other
arrangement;

            


    

    


    
      	
              (ee)  

            	
              Title. Black
      Pearl is the legal and beneficial owner of the Black Pearl Assets, free
      and clear of all mortgages, liens, charges, pledges, security interests,
      encumbrances or other claims
whatsoever;

            


    

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	
              (ff)  

            	
              No Option. No
      person, firm or corporation has any agreement or option or a right capable
      of becoming an agreement for the purchase of any of the Black Pearl
      Assets;

            


    

    


    
      	
              (gg)  

            	
              Black Pearl Insurance
      Policies. Black Pearl maintains the public liability insurance and
      insurance against loss or damage to the Black Pearl Assets and the Black
      Pearl Business;

            


    

    


    
      	
              (hh)  

            	
              Black Pearl Material
      Contracts. The Black Pearl Material Contracts set forth in the
      Black Pearl Financial Statements constitute all of the material contracts
      of Black Pearl;

            


    

    


    
      	
              (ii)  

            	
              No Default.
      There has not been any default in any material obligation of Black Pearl
      or any other party to be performed under any of Black Pearl Material
      Contracts, each of which is in good standing and in full force and effect
      and unamended, and Black Pearl is not aware of any default in the
      obligations of any other party to any of the Black Pearl Material
      Contracts;

            


    

    


    Black
Pearl Assets - Black Pearl Equipment

    


    
      	
              (jj)  

            	
              Black Pearl
      Equipment. The Black Pearl Equipment has been maintained in a
      manner consistent with that of a reasonably prudent owner and such
      equipment is in good working
condition;

            


    

    


    Black
Pearl Assets - Black Pearl Goodwill and Other Assets

    


    
      	
              (kk)  

            	
              Black Pearl
      Goodwill. Black Pearl carries on the Black Pearl Business only
      under the name "Black Pearl Incorporated" and variations thereof and under
      no other business or trade names. Black Pearl does not have any knowledge
      of any infringement by Black Pearl of any patent, trademark, copyright or
      trade secret;

            


    

    
       

      The
Business of Black Pearl



    
    

    
      	
              (ll)  

            	
              Maintenance of
      Business. Since the date of the Black Pearl Financial Statements,
      the Black Pearl Business has been carried on in the ordinary course and
      Black Pearl has not entered into any material agreement or commitment
      except in the ordinary course; and

            


    

    


    
      	
              (mm)  

            	
              Subsidiaries.
      Black Pearl does not own any subsidiaries and does not otherwise own,
      directly or indirectly, any shares or interest in any other corporation,
      partnership, joint venture or firm and Black Pearl does not own any
      subsidiary and does not otherwise own, directly or indirectly, any shares
      or interest in any other corporation, partnership, joint venture or
      firm.

            


    

    


    Non-Merger
and Survival

    


    5.2           The
representations and warranties of the Black Pearl Shareholders contained herein
will be true at and as of Closing in all material respects as though such
representations and warranties were made as of such
time.  Notwithstanding the completion of the transactions contemplated
hereby, the waiver of any condition contained herein (unless such waiver
expressly releases a party from any such representation or warranty) or any
investigation made by Bonanza, the representations and warranties of the Black
Pearl Shareholders shall survive the Closing.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    Indemnity

    


    5.3           The
Black Pearl Shareholders agrees to indemnify and save harmless Bonanza from and
against any and all claims, demands, actions, suits, proceedings, assessments,
judgments, damages, costs, losses and expenses, including any payment made in
good faith in settlement of any claim (subject to the right of the Black Pearl
Shareholders to defend any such claim), resulting from the breach by any of them
of any representation or warranty of such party made under this Agreement or
from any misrepresentation in or omission from any certificate or other
instrument furnished or to be furnished by the Black Pearl Shareholders to
Bonanza hereunder.

    


    


    ARTICLE
6

    COVENANTS
OF BLACK PEARL AND

    THE
BLACK PEARL SHAREHOLDERS

    


    Covenants

    


    6.1              Black
Pearl and the Black Pearl Shareholders covenant and agree with Bonanza that they
will:

    


    
      	
              (a)  

            	
              Conduct of
      Business. Until the Closing, conduct the Black Pearl Business
      diligently and in the ordinary course consistent with the manner in which
      the Black Pearl Business generally has been operated up to the date of
      execution of this Agreement;

            


    

    


    
      	
              (b)  

            	
              Preservation of
      Business.  Until the Closing, use their best efforts to
      preserve the Black Pearl Business and the Black Pearl Assets and, without
      limitation, preserve for Bonanza Black Pearl’s relationships with their
      suppliers, customers and others having business relations with
      them;

            


    

    


    
      	
              (c)  

            	
              Access. Until
      the Closing, give Bonanza and its representatives full access to all of
      the properties, books, contracts, commitments and records of Black Pearl
      relating to Black Pearl, the Black Pearl Business and the Black Pearl
      Assets, and furnish to Bonanza and its representatives all such
      information as they may reasonably
request;

            


    

    


    
      	
              (d)  

            	
              Procure
      Consents. Until the Closing, take all reasonable steps required to
      obtain, prior to Closing, any and all third party consents required to
      permit the Merger and to preserve and maintain the Black Pearl Assets,
      including the Black Pearl Material Contracts, notwithstanding the change
      in control of Black Pearl arising from the
  Merger;

            


    

    


    Authorization

    


    6.2              Black
Pearl hereby agrees to authorize and direct any and all federal, state,
municipal, foreign and international governments and regulatory authorities
having jurisdiction respecting Black Pearl to release any and all information in
their possession respecting Black Pearl to Bonanza.  Black Pearl shall
promptly execute and deliver to Bonanza any and all consents to the release of
information and specific authorizations which Bonanza reasonably require to gain
access to any and all such information.


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

     

    Survival

    


    6.3              The
covenants set forth in this Article shall survive the Closing for the benefit of
Bonanza.

    


    


    ARTICLE
7

    CONDITIONS
PRECEDENT

    


    Conditions
Precedent in favor of Bonanza

    


    7.1              Bonanza’s
obligations to carry out the transactions contemplated hereby are subject to the
fulfillment of each of the following conditions precedent on or before the
Closing:

    


    
      	
              (a)  

            	
              all
      documents or copies of documents required to be executed and delivered to
      Bonanza hereunder will have been so executed and
  delivered;

            


    

    


    
      	
              (b)  

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by Black Pearl or the Black Pearl Shareholders at or
      prior to the Closing will have been complied with or
      performed;

            


    

    


    
      	
              (c)  

            	
              Bonanza
      shall have completed its review and inspection of the books and records of
      Black Pearl and shall be satisfied with same in all material
      respects;

            


    

    


    
      	
              (d)  

            	
              title
      to the Black Pearl Shares held by the Black Pearl Shareholders and to the
      Black Pearl Assets will be free and clear of all mortgages, liens,
      charges, pledges, security interests, encumbrances or other claims
      whatsoever, save and except as disclosed
herein;

            


    

    


    
      	
              (e)  

            	
              the
      Certificate of Merger shall be executed by Black Pearl in form acceptable
      for filing with the Nevada Secretary of
State;

            


    

    


    
      	
              (f)  

            	
              subject
      to Article 8 hereof, there will not have
  occurred

            


    

    


    
      	
              (i)  

            	
              any
      material adverse change in the financial position or condition of Black
      Pearl, its liabilities or the Black Pearl Assets or any damage, loss or
      other change in circumstances materially and adversely affecting the Black
      Pearl Business or the Black Pearl Assets or Black Pearl's right to carry
      on the Black Pearl Business, other than changes in the ordinary course of
      business, none of which has been materially adverse,
  or

            


    

    


    
      	
              (ii)  

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to Black Pearl or the Black Pearl Business (whether or
      not covered by insurance) materially and adversely affecting Black Pearl,
      the Black Pearl Business or the Black Pearl Assets;
  and

            


    

    


    
      	
              (g)  

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any.

            


    

    


    


    Waiver
by Bonanza

    


    7.2              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of Bonanza and any such condition may be waived in whole or in
part by Bonanza at or prior to Closing by delivering to Black Pearl a written
waiver to that effect signed by Bonanza. In the event that the conditions
precedent set out in the preceding section are not satisfied on or before the
Closing, Bonanza shall be released from all obligations under this
Agreement.

    


    Conditions
Precedent in Favor of Black Pearl and the Black Pearl
Shareholders


    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    7.3              The
obligation of Black Pearl and the Black Pearl Shareholders to carry out the
transactions contemplated hereby is subject to the fulfillment of each of the
following conditions precedent on or before the Closing:

    


    
      	
              (a)  

            	
              all
      documents or copies of documents required to be executed and delivered to
      Black Pearl hereunder will have been so executed and
      delivered;

            


    

    


    
      	
              (b)  

            	
              all
      of the terms, covenants and conditions of this Agreement to be complied
      with or performed by Bonanza at or prior to the Closing will have been
      complied with or performed;

            


    

    


    
      	
              (c)  

            	
              Black
      Pearl shall have completed its review and inspection of the books and
      records of Bonanza and its subsidiaries and shall be satisfied with same
      in all material respects;

            


    

    


    
      	
              (d)  

            	
              Bonanza
      will have delivered the Acquisition Shares to be issued pursuant to the
      terms of the Merger to Black Pearl at the Closing and the Acquisition
      Shares will be registered on the books of Bonanza in the name of the
      holder of Black Pearl Shares at the Effective
  Time;

            


    

    


    
      	
              (e)  

            	
              title
      to the Acquisition Shares will be free and clear of all mortgages, liens,
      charges, pledges, security interests, encumbrances or other claims
      whatsoever;

            


    

    


    
      	
              (f)  

            	
              the
      Certificate of Merger shall be executed by the Acquirer in form acceptable
      for filing with the Nevada Secretary of
State;

            


    

    


    
      	
              (g)  

            	
              subject
      to Article 8 hereof, there will not have
  occurred

            


    

    


    
      	
              (i)  

            	
              any
      material adverse change in the financial position or condition of Bonanza,
      its subsidiaries, their liabilities or the Bonanza Assets or any damage,
      loss or other change in circumstances materially and adversely affecting
      Bonanza, the Bonanza Business or the Bonanza Assets or Bonanza’s right to
      carry on the Bonanza Business, other than changes in the ordinary course
      of business, none of which has been materially adverse,
  or

            


    

    


    
      	
              (ii)  

            	
              any
      damage, destruction, loss or other event, including changes to any laws or
      statutes applicable to Bonanza or the Bonanza Business (whether or not
      covered by insurance) materially and adversely affecting Bonanza, its
      subsidiaries, the Bonanza Business or the Bonanza Assets;
    and

            


    

    


    
      	
              (h)  

            	
              the
      transactions contemplated hereby shall have been approved by all other
      regulatory authorities having jurisdiction over the subject matter hereof,
      if any.

            


    

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    Waiver
by Black Pearl and the Black Pearl Shareholders

     

    7.4              The
conditions precedent set out in the preceding section are inserted for the
exclusive benefit of Black Pearl and the Black Pearl Shareholders and any such
condition may be waived in whole or in part by Black Pearl or the Black Pearl
Shareholders at or prior to the Closing by delivering to Bonanza a written
waiver to that effect signed by Black Pearl and the Black Pearl Shareholders. In
the event that the conditions precedent set out in the preceding section are not
satisfied on or before the Closing Black Pearl and the Black Pearl Shareholders
shall be released from all obligations under this Agreement.

    


    Nature
of Conditions Precedent

    


    7.5              The
conditions precedent set forth in this Article are conditions of completion of
the transactions contemplated by this Agreement and are not conditions precedent
to the existence of a binding agreement. Each party acknowledges receipt of the
sum of $1.00 and other good and valuable consideration as separate and distinct
consideration for agreeing to the conditions of precedent in favor of the other
party or parties set forth in this Article.

    


    Termination

    


    7.6              Notwithstanding
any provision herein to the contrary, if the Closing does not occur on or before
August 1, 2008, this Agreement will be at an end and will have no further force
or effect, unless otherwise agreed upon by the parties in writing.

    


    Confidentiality

    


    7.7           Notwithstanding
any provision herein to the contrary, the parties hereto agree that the
existence and terms of this Agreement are confidential and that if this
Agreement is terminated pursuant to the preceding section the parties agree to
return to one another any and all financial, technical and business documents
delivered to the other party or parties in connection with the negotiation and
execution of this Agreement and shall keep the terms of this Agreement and all
information and documents received from Black Pearl and Bonanza and the contents
thereof confidential and not utilize nor reveal or release same, provided,
however, that Bonanza will be required to issue news releases regarding the
execution and consummation of this Agreement and file a Current Report on Form
8-K with the Securities and Exchange Commission respecting the proposed Merger
contemplated hereby together with such other documents as are required to
maintain the currency of Bonanza’s filings with the Securities and Exchange
Commission.

    


    ARTICLE
8

    RISK

    


    Material
Change in the Business of Black Pearl

    


    8.1              If
any material loss or damage to the Black Pearl Business occurs prior to Closing
and such loss or damage, in Bonanza's reasonable opinion, cannot be
substantially repaired or replaced within sixty (60) days, Bonanza shall, within
two (2) days following any such loss or damage, by notice in writing to Black
Pearl, at its option, either:

    


    
      	
              (a)  

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      Bonanza's obligations to carry out the transactions contemplated hereby,
      be vested in Black Pearl or otherwise adequately secured to the
      satisfaction of Bonanza on or before the Closing
  Date.

            


    

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    
 

    Material
Change in the Bonanza Business

    


    8.2              If
any material loss or damage to the Bonanza Business occurs prior to Closing and
such loss or damage, in Black Pearl's reasonable opinion, cannot be
substantially repaired or replaced within sixty (60) days, Black Pearl shall,
within two (2) days following any such loss or damage, by notice in writing to
Bonanza, at its option, either:

    


    
      	
              (a)  

            	
              terminate
      this Agreement, in which case no party will be under any further
      obligation to any other party; or

            


    

    


    
      	
              (b)  

            	
              elect
      to complete the Merger and the other transactions contemplated hereby, in
      which case the proceeds and the rights to receive the proceeds of all
      insurance covering such loss or damage will, as a condition precedent to
      Black Pearl's obligations to carry out the transactions contemplated
      hereby, be vested in Bonanza or otherwise adequately secured to the
      satisfaction of Black Pearl on or before the Closing
  Date.

            


    

    


    


    ARTICLE
9

    CLOSING

    


    Closing

    


    9.1              The
Merger and the other transactions contemplated by this Agreement will be closed
at the Place of Closing in accordance with the closing procedure set out in this
Article.

    


    Documents
to be Delivered by Black Pearl

    


    9.2              On
or before the Closing, Black Pearl and the Black Pearl Shareholders will deliver
or cause to be delivered to Bonanza:

    


    
      	
              (a)  

            	
              the
      original or certified copies of the charter documents of Black Pearl and
      all corporate records documents and instruments of Black Pearl, the
      corporate seal of Black Pearl and all books and accounts of Black
      Pearl;

            


    

    


    
      	
              (b)  

            	
              all
      reasonable consents or approvals required to be obtained by Black Pearl
      for the purposes of completing the Merger and preserving and maintaining
      the interests of Black Pearl under any and all Black Pearl Material
      Contracts and in relation to Black Pearl
Assets;

            


    

    


    
      	
              (c)  

            	
              certified
      copies of such resolutions of the shareholder and director of Black Pearl
      as are required to be passed to authorize the execution, delivery and
      implementation of this Agreement;

            


    

    


    
      	
              (d)  

            	
              an
      acknowledgement from Black Pearl and the Black Pearl Shareholders of the
      satisfaction of the conditions precedent set forth in section 7.3
      hereof;

            


    

    


    
      	
              (e)  

            	
              the
      Certificate of Merger, duly executed by Black Pearl;
  and

            


    

    


    
      	
              (f)  

            	
              such
      other documents as Bonanza may reasonably require to give effect to the
      terms and intention of this
Agreement.

            


    

    


    


    Documents
to be Delivered by Bonanza

    


    9.3              On
or before the Closing, Bonanza shall deliver or cause to be delivered to Black
Pearl and the Black Pearl Shareholders:

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      	
              (a)  

            	
              share
      certificates representing the Acquisition Shares duly registered in the
      names of the holders of shares of Black Pearl Common
  Stock;

            


    

    


    
      	
              (b)  

            	
              certified
      copies of such resolutions of the directors of Bonanza as are required to
      be passed to authorize the execution, delivery and implementation of this
      Agreement;

            


    

    


    
      	
              (c)  

            	
              a
      certified copy of a resolution of the directors of Bonanza dated as of the
      Closing Date appointing the nominees of Black Pearl as officers of Black
      Pearl;

            


    

    


    
      	
              (d)  

            	
              an
      acknowledgement from Bonanza of the satisfaction of the conditions
      precedent set forth in section 7.1
hereof;

            


    

    


    
      	
              (e)  

            	
              the
      Certificate of Merger, duly executed by the Acquirer;
  and

            


    

    


    
      	
              (f)  

            	
              such
      other documents as Black Pearl may reasonably require to give effect to
      the terms and intention of this
Agreement.

            


    

    


    


    ARTICLE
10

    POST-CLOSING
MATTERS

    


    Forthwith after the Closing, Bonanza,
Black Pearl and the Black Pearl Shareholders agree to use all their best efforts
to:

    


    
      	
              (a)  

            	
              file
      the Certificate of Merger with Secretary of State of the State of
      Nevada;

            


    

    


    
      	
              (b)  

            	
              issue
      a news release reporting the
Closing;

            


    

    


    
      	
              (c)  

            	
              file
      a Form 8-K with the Securities and Exchange Commission disclosing the
      terms of this Agreement and which includes audited financial statements of
      Black Pearl as well as pro forma financial information of Black Pearl and
      Bonanza as required by Regulation SK as promulgated by the Securities and
      Exchange Commission; and

            


    

    


    
      	
              (d)  

            	
              file
      reports on Forms 13D and 3 with the Securities and Exchange Commission
      disclosing the acquisition of the Acquisition Shares by the Black Pearl
      Shareholders as required.

            


    

    


    


    ARTICLE
11

    GENERAL
PROVISIONS

    


    Arbitration

    


    11.1           The
parties hereto shall attempt to resolve any dispute, controversy, difference or
claim arising out of or relating to this Agreement by negotiation in good
faith.  If such good negotiation fails to resolve such dispute,
controversy, difference or claim within fifteen (15) days after any party
delivers to any other party a notice of its intent to submit such matter to
arbitration, then any party to such dispute, controversy, difference or claim
may submit such matter to arbitration in the City of Houston,
Texas.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    Notice

    


    11.2              Any
notice required or permitted to be given by any party will be deemed to be given
when in writing and delivered to the address for notice of the intended
recipient by personal delivery, prepaid single certified or registered mail, or
telecopier. Any notice delivered by mail shall be deemed to have been received
on the fourth business day after and excluding the date of mailing, except in
the event of a disruption in regular postal service in which event such notice
shall be deemed to be delivered on the actual date of receipt. Any notice
delivered personally or by telecopier shall be deemed to have been received on
the actual date of delivery.

    


    Addresses
for Service

    


    11.3              The
address for service of notice of each of the parties hereto is as
follows:

    


    
      	
              (a)  

            	
              Bonanza
      or the Acquirer:

            


    

    


    Bonanza
Oil & Gas, Inc.

    3000
Richmond Avenue, Suite 400

    Houston,
Texas  77098

    Phone:  (713)
333-5808

    Telecopier:
(   )    -

    


    


    
      	
              (b)  

            	
              Black
      Pearl or the Black Pearl
Shareholders

            


    

    


    Black
Pearl Energy, Inc.

    619 West
Texas Avenue, Suite 126

    Midland,
Texas  79701

    Phone:  (   )    -

    Telecopier:
(   )    -

    


    


    Change
of Address

    


    11.4              Any
party may, by notice to the other parties change its address for notice to some
other address in North America and will so change its address for notice
whenever the existing address or notice ceases to be adequate for delivery by
hand. A post office box may not be used as an address for service.

    


    Further
Assurances

    


    11.5              Each
of the parties will execute and deliver such further and other documents and do
and perform such further and other acts as any other party may reasonably
require to carry out and give effect to the terms and intention of this
Agreement.

    


    Time
of the Essence

    


    11.6              Time
is expressly declared to be the essence of this Agreement.

    


    Entire
Agreement

    


    11.7              The
provisions contained herein constitute the entire agreement among Black Pearl,
the Black Pearl Shareholders, the Acquirer and Bonanza respecting the subject
matter hereof and supersede all previous communications, representations and
agreements, whether verbal or written, among Black Pearl, the Black Pearl
Shareholders, the Acquirer and Bonanza with respect to the subject matter
hereof.

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

     

    Enurement

    


    11.8              This
Agreement will enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, administrators, successors and permitted
assigns.

    


    Assignment

    


    11.9              This
Agreement is not assignable without the prior written consent of the parties
hereto.

    


    Counterparts

    


    11.10              This
Agreement may be executed in counterparts, each of which when executed by any
party will be deemed to be an original and all of which counterparts will
together constitute one and the same Agreement. Delivery of executed copies of
this Agreement by telecopier will constitute proper delivery, provided that
originally executed counterparts are delivered to the parties within a
reasonable time thereafter.

    


    Applicable
Law

    


    11.11                      This
Agreement is subject to the laws of the State of Texas.

    


    


    


    [Remainder
of page intentionally left blank.]

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    IN WITNESS WHEREOF the parties
have executed this Agreement effective as of the day and year first above
written.

     

     

    
      
        	 	BONANZA
      OIL & GAS, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ William
      Wiseman	 
	 	 	William
      Wiseman	 
	 	 	President
      and CEO	 
	 	 	 	 


      

    

    
 

    
      
        	 	BORLAND
      GOOD NORTH, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ William
      Wiseman	 
	 	 	William
      Wiseman	 
	 	 	President
      and CEO	 
	 	 	 	 


      



    


    
      
        	 	BLACK
      PEARL ENERGY, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Stanley
      T. Weiner	 
	 	 	Stanley
      T. Weiner	 
	 	 	Chief
      Executive Officer	 
	 	 	 	 


      

    

     

    


     

    


    


    


    BLACK
PEARL SHAREHOLDERS

    


    
      	
              Triumph
      Small Cap Fund

            	
              Levine
      Family Rev Trust 11/30/93

            


    

    


    By:_/s/_____________________________                       By:
/s/______________________________

    Name and
Title:                                                                           
Name and Title:

    No. of
Shares
of                                                                           No.
of Shares of

    Common
Stock:
1,600,000                                                           Common
Stock: 600,000

    


    


    /s/_________________________________                     
/s/_________________________________

    
      Name: Paul
DiFrancesco                                                            
Name: Stanley T.
Weiner
No. of Shares
of                                                                           No.
of Shares of

    Common
Stock:
1,700,000                                                           Common
Stock:  2,500,000

    


    


    /s/_________________________________                      /s/_________________________________

    
      	
              Name: William
      L. Walsh

            	
              Name: Seth
      Leyton

            


    

    No. of
Shares
of                                                                           No.
of Shares of

    Common
Stock:
800,000                                                              Common
Stock:  500,000

    


    Llanerch
Consulting, LLC

    


    By:
/s/______________________________                      /s/__________________________________

    Name and
Title:                                                                           
Name: Lynnette Dillen

    No. of
Shares
of                                                                           No.
of Shares of

    Common
Stock:
500,000                                                              Common
Stock: 500,000

    
 

    James J
Cerna Jr. TTEE James J Cerna
Rev.                            viewpoint
Securities

    Trust JAD
2/12/2000

    


    By:
/s/______________________________                     By:
/s/______________________________

    Name and
Title:                                                                           Name
and Title:

    No. of
Shares
of                                                                          No.
of Shares of

    Common
Stock:
500,000                                                             Common
Stock: 500,000

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    


    
      	
              Schedule
      “A”

            	
              Form 10-Q as filed with the
      Securities and Exchange Commission on May 15, 2008,  a copy of
      which is attached hereto as Schedule
“A”

            


    

    


    
      	
              Schedule
      “B”

            	
              Audited
      Financial Statements of Black Pearl as of March 31,
  2008

            


    

    


     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              Exhibit
      A

            


    

    


    
      	
               
      

            	
              Black
      Pearl Shareholders

            


    

    


    
      	
               
      

            	
              Triumph
      Small Cap Fund

            


    

    
      	
               
      

            	
              Levine
      Family Rev Trust 11/30/93

            


    

    
      	
               
      

            	
              Paul
      DiFrancesco

            


    

    
      	
               
      

            	
              Stanley
      T. Weiner

            


    

    
      	
               
      

            	
              Llanerch
      Consulting, LLC

            


    

    
      	
               
      

            	
              William
      L. Walsh

            


    

    
      	
               
      

            	
              Lynnette
      Dillen

            


    

    
      	
               
      

            	
              James
      J Cerna Jr. TTEE James J Cerna Rev. Trust JAD
  2/12/2000

            


    

    
      	
               
      

            	
              Seth
      Leyton

            


    

    
      	
               
      

            	
              Viewpoint
      Securities

            


    

    


    
 

     

     

    30