EXHIBIT 10.2

                    WORKING INTEREST PARTICIPATION AGREEMENT
                                      WITH
                 TRANS-WESTERN PETROLEUM LTD. - COVENANT MONDO
<PAGE>

                            TEREX ENERGY CORPORATION
                               520 Zang St. # 250
                           Broomfield, Colorado 80021
                               Tel: (303) 909-7726




To: Trans-Western Petroleum, Inc.
Attn: Doug Isern                                         September 30, 2014


Re: Covenant Mondo Prospect
    Working Interest Changed from 10.0% to 14.0%



Doug,

Please find  included in this package two  complete  and executed  Participation
Agreements for the Covenant Mondo Prospect.

By mutual  agreement  Terex has increased its  participation  to a 14.0% working
interest. Additionally, by mutual consent, the previously executed Participation
Agreement executed by Terex for a 10.0% working interest is null and void and of
no force or effect.

The resulting effect is that Terex Energy Corporation is participating for a net
14.0% working interest before the tanks.

The  previously  paid Cash Call of $327,394 for Terex's 6.95%  working  interest
will be applied to the new cash call amount of  $659,498,  leaving a balance due
of $332, 104 for the 14% working interest Terex is taking.

Please  acknowledge  the foregoing by signing below,  and returning a copy along
with one executed original of the Participation Agreement.




Thank you.


/s/ Donald Walford                              /s/ Doug Isern
-----------------------------------             -------------------------------
Terex Energy Corporation                        Trans-Western Petroleum, Inc.
Don Walford, CEO                                Doug Isern - President

<PAGE>
                          TRANS-WESTERN PETROLEUM, LTD.
                             Covenant Mondo Prospect


             WORKING INTEREST PARTICIPATION AGREEMENT (Non-Operator)
            --------------------------------------------------------

     THIS Working  interest  Participation  Agreement  ("Agreement") is made and
entered  into  effective  as of  March 1,  2014,  by and  between  Trans-Western
Petroleum, LTD., a Wyoming corporation ("TWP") and Terex ("INVESTOR")

ARTICLE I
PURCHASE OF WORKING INTEREST

1.01 The INVESTOR hereby purchases 14.0% working interest  ("Working  Interest")
in the oil and gas leases,  subject to the earning  requirements  herein,  which
comprise the Covenant Mondo Prospect as described on Exhibit A ("Properties").

ARTICLE II
PROPERTIES SUBJECT TO AGREEMENT

2.01  DESCRIPTION  OF PROPERTIES.  The Properties  subject to this Agreement are
listed on Exhibit A and made a part hereto as well as a lease  ownership  status
report prepared by Van Cott, Bagley, Salt Lake City.

ARTICLE III
DELIVERIES AT EXECUTION

3.01 PAYMENTS AT EXECUTION. In connection with the INVESTOR's acquisition of the
Working   Interest,   the  INVESTOR   delivers   herewith  a  check  payable  to
Trans-Western  Petroleum,  LTD. as  scheduled  in the first Cash Call in partial
payment of the total estimated amount of $12,600,000  proportionately reduced as
8.333% of  working  interest  purchased  bears to the  whole,  in payment of its
proportionate share of non-refundable  Lease acquisition costs of $2,600,000 and
estimated  drilling  expense  of  $10,000,000  for  the  first  of  two  Initial
Commitment  Wells.  The amount of the check from  INVESTOR to TWP, in accordance
with the request of the first Cash Call herewith  attached,  shall be a total of
$659,498 . ($327,394 has  previously  been paid,  leaving the unpaid  balance of
$332,104)

ARTICLE IV
INITIAL COMMITMENT WELLS

INVESTOR  hereby  accepts  responsibility  and agrees to pay 14.0% of all costs,
including  drilling rig stand-by costs, of two wells on the Leases in accordance
with the provisions of this Agreement  (each, an "Initial  Commitment  Well" and
collectively,  the "Initial Commitment  Wells"),  drilled to the Objective Depth
and tested on a Drilling Unit and Completed either as a dry hole or

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fully  equipped  through the tanks and capable of  producing  and selling oil or
gas, or both.  If INVESTOR  drills an Initial  Commitment  Well to the Objective
Depth,  but,  based upon the logs and other  data  pertaining  to the well,  TWP
recommends plugging and abandoning the well, then Operator shall proceed to plug
and abandon the well and an Earning  Event will be deemed to have  occurred with
respect to such Initial Commitment Well.

4.2  Working Interest Conversion and NRI.

The  Working  Interest  (WI) shall  convert  from  14.00% TO  11.666%  after the
completion of the initial two earning wells.  The net revenue  interest  ("NRI")
shall be 77% of W.I. and therefore Net Revenue Interest shall be 8.9833%.

4.3  Payment for Test Wells.

The amount paid in 3.01 for  estimated  drilling and  completion  costs are only
estimates of the costs of drilling,  completing  and  equipping  the two Initial
Commitment  Wells,  and, as such, actual costs may be higher or lower than these
estimates.  Any dry  hole,  bottom  hole or  other  support  monies  that may be
received will be credited against the cost of drilling either Initial Commitment
Wells. Any discounts  allowed on drilling,  completion and operational  invoices
will be shared equally by the Working  Interest  owners charged for the expenses
benefitting  from the  discount.  To the  extent  that the actual  drilling  and
completion  costs are less than the amount  paid for  drilling  and  completion,
operator  will  refund  the  excess  at the  completion  of the  second  Initial
Commitment  Well.  In the event that  drilling or  completion  costs  exceed the
amount paid in 3.01 for estimated  drilling and  completion  costs and upon cash
call by operator for additional  estimated costs,  INVESTOR will promptly pay to
TWP, within 10 business days, the additional estimate by Operator.

4.4  Substitute Wells.

If an Initial  Commitment  Well  encounters  drilling  conditions  or  reservoir
conditions  in the  drilling  of the well  which  in the  opinion  of a  prudent
operator  would cause the operator to cease  drilling and abandon the hole prior
to Completion,  and Operator abandons the hole for such reasons,  Operator shall
have the right to spud a substitute  well (a  "Substitute  Well") at the closest
practicable  location  either,  at  Operator's  election,  (i)  within  30  days
following the  abandonment  or (ii) within 30 days  following  Completion of the
second scheduled Initial Commitment Well. A Substitute Well, if drilled and paid
for in the same  manner as  required  by this  Agreement,  shall  constitute  an
Initial  Commitment  Well.  All of the costs of both the abandoned  well and the
Substitute  Well must be paid by INVESTOR in the manner required by Section 4.01
in order for an Earning Event to occur with respect to the  applicable  Drilling
Unit.

4.5  Information, Rights.

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(a)  INVESTOR shall be entitled to all drilling  reports,  logs, drill stem test
     data, and geological  and  geophysical  maps as allowed by supplier and all
     other relevant data as available from Operator. INVESTORs will be entitled,
     at all  reasonable  times,  at  INVESTOR's  sole risk and expense,  to have
     access  to the  rig  floor  and  location  of all  such  Wells  subject  to
     compliance with the terms of the access  agreement with USG (Exhibit D) and
     insurance provisions therein.

(b)  INVESTOR will not disclose,  publish, nor announce in any manner whatsoever
     to any person not a party to this agreement any results or information from
     any of the  contemplated  operations  herein without the written consent of
     TWP. Such consent shall not unreasonably be withheld.

4.6  Certain Defined Terms.

(a)  The term "Completed,"  "Completing" or "Completion"  means, with respect to
     an Initial Commitment Well:

     (i)  Running production casing;

     (ii) Procuring and installing flow lines, wellheads,  tanks, water disposal
          facilities and other production  equipment  required for producing and
          selling oil or gas on a continuing daily basis.

(b)  The term " 2nd Navajo Sandstone" means the correlative  interval identified
     as occurring  between the depths of 8,312 df and 8,620 df as  identified on
     the Dual  Induction log of the Wolverine Gas and Oil #1 Carter Peak Federal
     1-13 located in the SESW of Sec. 13 T22S,R1W, Sevier County, Utah;

(c)  The term "Objective Depth" means the lesser of:

     (i)  A total  vertical  depth of 9,600  (measured  from the  surface of the
          earth); or

     (ii) A depth  at  least  500  feet  into  the  Navajo  Sandstone  Formation
          whichever is the lesser

ARTICLE V
ASSIGNMENTS

5.01 Rights Earned By Drilling Unit.

(a)  Upon each Earning Event with respect to a Drilling Unit, INVESTOR will earn
     .83333%  of 14.00%  Working  Interest  (the  "INVESTOR  Earned  Interest").
     Notwithstanding  the  creation  of a pooled unit larger than 160 acres with
     respect to an Initial  Commitment Well,  INVESTOR will only earn a Drilling
     Unit for each Initial  Commitment  Well drilled and Completed (or, upon the
     mutual written  consent of the Parties,  plugged and  abandoned)  until the
     occurrence of the Final

                                                                    Page 3 of 21
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Earning Event.

(b)  The term "Drilling Unit" means, in relation to an Initial  Commitment Well,
     an acreage  block of lands  subject to the Leases  consisting  of 40 acres,
     plus or minus 10%, which  surrounds the Initial  Commitment  Well. TWP will
     determine, in its sole discretion, the configuration of each Drilling Unit.

5.02 Interest to Be Assigned in Drilling Unit.

(a)  Within 30 days of an Earning Event (as hereafter defined) with respect to a
     Drilling Unit, TWP shall assign to INVESTOR,  by assignment in similar form
     to the draft  assignment  attached hereto as Exhibit F (the  "Assignment"),
     the INVESTOR Earned Interest.  The Assignment shall deliver to INVESTOR the
     Working  interest  and  Revenue  Interest  defined  in  section  4.02.  The
     Assignment shall be made without  warranty of title  whatsoever  except by,
     through and under TWP, but to no further extent.

(b)  The term  "Earning  Event"  means the  occurrence  of all of (i),  (ii) and
     (iii), below:

     (i)  an Initial  Commitment Well or, as the case may be, a Substitute Well,
          has been drilled to the Objective Depth;

     (ii) such  well has  been  Completed  (which  Completion,  upon the  mutual
          written  consent of the Parties,  may be at a depth shallower than the
          Objective  Depth) or,  upon  mutual  written  consent of the  Parties,
          plugged and  abandoned  with the drilling rig pursuant to Section 4.01
          of this Agreement without attempting a Completion; and

     (iii)INVESTOR has paid all costs and expenses  attributable to such Initial
          Commitment  Well for which it is  responsible  for  paying  under this
          Agreement.


5.03 FINAL EARNING EVENT.  Within 30 days of the occurrence of the Earning Event
with  respect  to the second of the two  Initial  Commitment  Wells (the  "Final
Earning  Event"),  TWP will  assign  to  INVESTOR,  in  addition  to  INVESTOR's
proportionate  share of the Drilling  Unit  associated  with the second  Initial
Commitment  Well, the same  proportionate  share of the remaining Leases not yet
assigned to INVESTOR, subject to the reservation of an overriding royalty in the
amount defined in section 4.02. The Assignment  shall be for all depths and will
be made without warranty of title  whatsoever  except by, through and under TWP,
but to no further  extent.  This  Assignment  shall be  effected  pursuant  to a
document substantially in the same form attached hereto as Exhibit "F".


ARTICLE VI
JOA: DEVELOPMENT FOLLOWING INITIAL COMMITMENT WELLS EARNING PHASE

6.01 HEADS-UP OPERATIONS.

     (a)  Upon execution of this Agreement,  the Parties hereby also acknowledge
          and agree to the terms of the Operating  Agreement  attached hereto as
          Exhibit G (the "JOA") covering the

                                                                    Page 4 of 21
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          proposed Drilling Units with respect to the Initial  Commitment Wells,
          naming PNC as  operator.  Although  the  parties  acknowledge  the JOA
          naming PNC as  operator,  the Parties  also  acknowledge  that TWP has
          succeeded  PNC as  operator  and TWP is the current  operator  for the
          Initial  Commitment  Wells,  any Substitute  Wells, and any Subsequent
          Wells drilled under the JOA and for all the Leases.

     (b)  Leases  earned by INVESTOR  according to Section 5.03 hereof,  will be
          deemed to be added to Exhibit  "A" of the JOA upon the  occurrence  of
          the Final Earning Event.

     (c)  In the event of any  conflict  or  inconsistency  between the terms of
          this Agreement and any JOA between the Parties,  this Agreement  shall
          prevail to the extent of such conflict or inconsistency.

     (d)  Subject to the terms of this  Agreement,  after the  Completion of the
          two Initial  Commitment  Wells,  the JOA will govern all operations on
          such wells and all costs and  expenses of  operations  with respect to
          the Initial Commitment Wells will be borne and paid by PNC and TWP and
          INVESTORS  according to their  proportionate  working  interest in the
          Leases,  as  defined  after the Final  Earning  Event,  subject to the
          consent  and  non-consent  provisions  of the JOA and  the  terms  and
          conditions of the JOA relating to subsequent operations.

     (e)  No Party may  propose  the  drilling  of wells  (other than an Initial
          Commitment  Well) in the AMI (as  hereafter  defined)  until after the
          Final  Earning  Event and only wells that  constitute  an economic and
          orderly  development  of the AMI and which are  commensurate  with the
          cash flow derived  from the proceeds  from  production  from  existing
          wells located within the AMI may be proposed.

     (f)  The Parties shall  cooperate to preserve any options or  opportunities
          to  extend  the  term of any  Leases  not held by  production  and the
          Operating Agreement.

     (g)  Operating  Agreement.  The  INVESTOR  agrees  that  TWP  shall  be the
          operator of the Properties and the J.O.A.  shall be updated to reflect
          the change of  Operator at the time the  Schedule of Working  Interest
          Owners is updated.

     (h)  INVESTOR hereby acknowledges the preceding  Participation Agreement by
          and between  Tellus/PNC  and  Trans-Western  Petroleum,  Inc. which is
          Exhibit F (1) to this agreement.

ARTICLE VII
AMI

7.01 AREA OF MUTUAL INTEREST.

     (a)  There is hereby  created an Area of Mutual  Interest (the "AMI") which
          shall  consist  of the lands  within  the  boundary  of the  following
          described lands:

                 Township 22 South, Range 1 West, Sevier County, Utah

          All of  Sections:  11, 12, 13, 14, 15, 21, 22, 23, 24, 25, 26, 27, 28,
          29, 31, 32, 33, 34, 35, 36

                                                                    Page 5 of 21
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          Township 23 South, Range 1 West, Sevier County, Utah

          All of Sections: 2, 3, 4, 5, 6


     (b)  If,  during  the  period  beginning  February  23,  2014 and ending at
          midnight on May 31, 2016 (the "Initial  Term") and, as to any lands in
          the  AMI  subject  to  the  JOA as of the  end  of the  Initial  Term,
          thereafter,  for so long as the JOA  remains in effect,  either  Party
          acquires an oil, gas and mineral lease,  mineral interest,  overriding
          royalty interest, royalty interest or any other interest in oil or gas
          or any contractual  right to acquire  interests in oil and gas leases,
          such as through farmin  agreements (any of which is referred to herein
          as an "Interest" or collectively  as "Interests")  within the AMI, the
          acquiring  Party  shall,  within  sixty  (60) days of  finalizing  the
          acquisition,  offer to the  non-acquiring  Party the right to purchase
          the same  percentage of such Interest as that owned in the  Properties
          (proportionately    reduced)   by   the   non-acquiring   Party   (the
          "Non-acquiring   Party's   Percentage   Interest")   by   paying   the
          Non-acquiring  Party's  Percentage  Interest of the acquiring  Party's
          costs (such costs to include,  but are not necessarily limited to, the
          acquiring  Party's land work with respect to the  Interest,  the lease
          bonus,  option  payments,  broker fees,  filing fees and cost of third
          party title  examination).  If an  acquisition  of Interests  includes
          Interests in lands both within the AMI as well as outside the AMI, the
          acquisition  will be considered to be entirely  within the AMI. If two
          or more Interests are included in a single notice,  the  non-acquiring
          Party will have the right to make separate elections as to each of the
          acquired Interests.  Notwithstanding the foregoing, TWP will not offer
          any Interests until the two Initial Commitment Wells have been drilled
          and completed as provided herein.

     (c)  An offer  made  pursuant  to this AMI must be in writing  and  include
          sufficient  information  for the  non-acquiring  Party  to  reasonably
          evaluate the offer,  including a complete  description of the acquired
          Interest and information  specifying the number of gross and net lease
          acres,  existing  overriding  royalties or other burdens affecting the
          Interest, the purchase price and the terms of the acquisition, as well
          as the actual acquisition costs, the obligations required to earn such
          interest,  including bonus  considerations or equivalent if other than
          cash,  broker's  fees,  recording  fees,  and  rentals,  and any other
          information  the acquiring  Party deems relevant to the acquisition of
          the  Interest.  The offer  should be made in the manner for giving any
          other  notices  under this  Agreement.  The Party  receiving the offer
          shall have 30 days (the "Acceptance Period") following receipt of such
          notice  in which to elect to  participate  in the  acquisition  and to
          submit payment for its share.

     (d)  If the non-acquiring  Party elects to participate,  the acquinng Party
          shall assign the applicable percentage interest in the Interest to the
          non-acquiring  Party within ten (10)  business  days of receiving  the
          non-acquiring  Party's  payment,  free and clear of any burdens  other
          than the  additional  TWP  Override as provided in this  sub-paragraph
          7.01(d)  and those  arising  under the  terms  and  provisions  of the
          applicable  agreements and instruments giving rise to the Interest and
          any intervening transfers thereof up to the time of acquisition by the
          acquiring Party. In the event TWP is the non-acquiring Party, INVESTOR
          shall assign to TWP the applicable percentage interest in the Interest
          plus an additional TWP Override  proportionately reduced in accordance
          with the applicable  interest in the acquired  Interest.  In the event
          INVESTOR is the non-acquiring  Party, TWP shall assign to INVESTOR the
          applicable percentage interest in the Interest, reserving therefrom an
          additional TWP Override proportionately reduced in accordance with the
          applicable interest in the acquired Interest. Any

                                                                    Page 6 of 21

<PAGE>

          Interest  in which both  Parties  participate  shall be subject to the
          provisions of this Agreement and the JOA. Failure of the non-acquiring
          Party to (i) respond in writing to an  acquisition  notice  within the
          Acceptance  Period,  or (ii) pay for its  share of  costs  within  the
          Acceptance Period will be deemed an election not to acquire a share of
          the Interest.

     (e)  If an Interest is to be earned by drilling wells or shooting  seismic,
          the non-acquiring Party must ratify all appropriate  agreements within
          the  Acceptance  Period and agree to  participate  in and pay for such
          required  operations.  If  the  non-acquiring  Party  turns  down  any
          Interest or fails to pay for its share of such Interest, the acquiring
          Party  shall  hold  such  interest  free  and  clear  of  any  further
          obligations under this Agreement and the JOA.

     (f)  Notwithstanding  anything  herein to the contrary,  the provisions set
          forth in this  Article  will not apply to any  acquisitions  which (i)
          result  from a  merger,  consolidation,  reorganization  with,  by, or
          between  a Party  and  another  party,  (ii)  result  from a merger or
          acquisition  of the stock of  another  company  or all of an entity or
          partnership  or an  acquisition  of  all or  substantially  all of the
          assets of an entity by the acquiring Party, whether by cash, like-kind
          exchange,  stock purchase or otherwise, or (iii) result from transfers
          of  ownership  among the  Parties  or their  affiliates,  members,  or
          related parties of the Leases subject to this Agreement or an Interest
          acquired pursuant to this Article.

     (g)  Each Party stipulates that it is not, and shall not become, a party to
          any other  area of common  interest  or similar  agreement  that is in
          conflict with this AMI agreement.

     (h)  Nothing  in this AMI  Article  VII shall  provide  any  benefit to any
          non-affiliate   or  third-party  or  entitle  any   non-affiliate   or
          third-party  to any claim,  cause of action,  remedy,  or right of any
          kind, it being the intent of the Parties that this AMI provision shall
          not be construed as a third-party beneficiary contract.

ARTICLE VIII
DEFAULTS AND REMEDIES

8.01 DEFAULTS.

     (a)  It will be a default under this Agreement (a "Default") if INVESTOR:

          (i)  fails to pay,  when due,  any of the costs  and  expenses  of the
               Initial Commitment Wells;

     (b)  INVESTOR  may cure a Default  if  INVESTOR,  after  receiving  written
          notice from TWP demanding cure of such Default,  (i) cures the Default
          within 7 days following  written notice;  or (ii) if the cure requires
          more than 7 days,  immediately  initiates steps which TWP deems in its
          reasonable   judgment  to  be  sufficient  to  cure  the  Default  and
          thereafter  continues and completes all reasonable steps sufficient to
          produce  compliance  as soon as  reasonably  practicable.  If INVESTOR
          fails to cure a Default within the  applicable  grace period set forth
          above, this Agreement will terminate in its entirety and:

          (i)  INVESTOR  will have no further  right to earn any  Leases,  other
               than Leases included

                                                                    Page 7 of 21
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               in  Drilling  Units,  the  Earning  Event  with  respect to which
               occurred prior to the termination under this Section 8.01; and


8.2  OTHER  DEFAULTS.  In the event of a  Default  or any  other  breach of this
Agreement by either Party, the non-breaching Party may pursue dispute resolution
as set forth in Article X.

8.3 GENERAL  SURVIVAL.  The  termination of this Agreement shall not relieve any
Party from any expense,  liability, or other obligation, or any remedy which has
accrued or attached or which is related to or  attributable  to the period prior
to such termination.

ARTICLE IX
REPRESENTATIONS AND WARRANTIES

9.1 MUTUAL  REPRESENTATIONS.  Each Party,  with respect to itself  only,  hereby
represents and warrants to the other Party the following:

     (a)  it is duly organized,  validly existing and in good standing under the
          applicable laws of its state or nation of  incorporation or formation,
          and is qualified  to do business and is in good  standing in the State
          of UTAH  and in every  other  jurisdiction  where  the  failure  to so
          qualify  would  have a  material  adverse  effect  on its  ability  to
          execute,  deliver and perform this Agreement and the other  agreements
          contemplated herein;

     (b)  it has all requisite  power and authority to (i) own, lease or operate
          its  assets  and  properties  and  to  carry  on the  business  as now
          conducted,  and (ii) enter into and perform its obligations under this
          Agreement and to carry out the transactions contemplated hereby;

     (c)  it has taken (or  caused to be taken)  all acts and other  proceedings
          required  to be  taken  by such  Party  to  authorize  the  execution,
          delivery and performance by such Party of this Agreement and the other
          agreements  contemplated herein. This Agreement has been duly executed
          and  delivered  by such Party and  constitutes  the valid and  binding
          obligation of such Party, enforceable against such Party in accordance
          with its terms,  except as enforceability may be limited by applicable
          bankruptcy,  moratorium,  reorganization or similar laws affecting the
          rights of creditors  generally and by  principles  of equity,  whether
          considered in a proceeding at law or in equity;

     (d)  there are no actions, suits or proceedings pending or, to such Party's
          knowledge,  threatened against such Party which if decided unfavorably
          to such Party could have a material  adverse  effect on the ability of
          such Party to execute,  deliver or perform this Agreement or the other
          agreements  contemplated  herein or have a material  adverse effect on
          the Properties;

     (e)  it has  not  incurred  any  obligation  or  liability,  contingent  or
          otherwise,  for any fee payable to a broker or finder with  respect to
          the matters  provided for in this  Agreement  or the other  agreements
          contemplated  herein which could be  attributable to or charged to any
          other Party. In this regard,  each Party shall  indemnify,  defend and
          hold harmless the other Party from any claims,  damages,  liabilities,
          costs and expenses,  including reasonable attorney's fees in the event
          the prior sentence should be or become untrue as to such Party.

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9.2 INVESTOR  REPRESENTATIONS.  INVESTOR  represents and warrants to TWP that it
has, as of the Effective Date, unencumbered assets or the unconditional right to
funds in an amount sufficient to satisfy its obligations under this Agreement.

9.03. THE INVESTOR'S REPRESENTATIONS AND WARRANTIES. To induce TWP to accept the
INVESTOR's  purchase  of  the  Working  Interest,   the  INVESTOR  acknowledges,
represents,  warrants and agrees as follows,  which shall survive the INVESTOR's
purchase of the Working Interest:

     a.   The INVESTOR is an experienced and  knowledgeable  INVESTOR in Oil and
          Gas Ventures and represents that he has  participated in many ventures
          similar to the venture herein contemplated.

     b.   The  INVESTOR  recognizes  that the Working  Interest  involves a high
          degree of risk of loss,  including those risks associated with oil and
          gas exploration  generally and those unique to the Utah Hingeline Area
          in particular.

     c.   The  INVESTOR  (i)  is  a  sophisticated   INVESTOR  having  business,
          financial  and  investment  experience  sufficient  to  enable  him to
          evaluate the merits and risks of the purchase of the Working Interest,
          (ii) has  adequate  means  of  providing  for his  current  needs  and
          possible personal contingencies, (iii) is able to bear the illiquidity
          and substantial risk of the purchase of the Working Interest,  (iv) at
          the present time can afford a complete loss of such investment and (v)
          does not have an  overall  commitment  to  investments  which  are not
          readily  marketable  that is  disproportionate  to the  INVESTOR's net
          worth,  and the INVESTOR's  purchase of the Working  Interest will not
          cause such  overall  commitment  to become  excessive.  In making this
          investment  decision,  the  INVESTOR  has  obtained  such  advice from
          investment  advisors,  legal  counsel  and  accountants  as is  deemed
          necessary,  and has not relied  upon the advice of TWP or any of their
          officers or managers.

     d.   The  INVESTOR  understands  that the Working  Interests  have not been
          registered   under  the  Securities  Act  of  1933,  as  amended  (the
          "Securities Act"), or any state securities laws, and are being offered
          and sold in reliance upon applicable federal and state exemptions with
          respect  to  transactions  not  involving  any  public  offering.  The
          INVESTOR will not transfer the Working Interest unless the transfer is
          exempt from  registration  under such laws. The INVESTOR is aware that
          there is no market for the  Working  Interest  and that no such market
          will ever develop.

     e.   The INVESTOR will not sell,  assign,  transfer,  encumber or otherwise
          dispose of the Working Interest, or any portion thereof, in any manner
          that would violate the  Securities  Act, the rules and  regulations of
          the Securities  and Exchange  Commission or the laws or regulations of
          any state.

     f.   The Working  Interest is being purchased solely for the INVESTOR's own
          Account,  for investment  purposes only and not for the account of any
          other person, and not for distribution

                                                                    Page 9 of 21

<PAGE>

          assignment  or resale to others,  and no other  person has a direct or
          indirect beneficial interest in such Working Interest.

     g.   If the INVESTOR is a corporation,  trust,  foundation,  partnership or
          any  other  entity,  such  entity is  authorized  and  otherwise  duly
          qualified  and  empowered  to execute and deliver this  Agreement  and
          thereupon  shall become legally bound thereby.  All necessary  actions
          have been taken to  authorize  and approve the purchase of the Working
          Interest.

     h.   The  representations  provided to TWP by the INVESTOR  herein are true
          and  correct in all  respects  as of the date hereof or, if there have
          been any changes in such information  since the date it was furnished,
          the INVESTOR has advised TWP in writing of such changes.

     i.   The undersigned is an "accredited INVESTOR" as that term is defined in
          Rule 501  promulgated  under  the  Securities  Act and,  with  respect
          thereto,  the INVESTOR  reaffirms the  representations  regarding such
          status.

9.4  INDEMNIFICATION.  The undersigned agrees to indemnify and hold harmless TWP
the managers,  officers,  directors and affiliates from and against all damages,
losses, costs and expenses (including reasonable attorneys' fees) which they may
incur by reason of the  failure of the  INVESTOR  to fulfill any of the terms or
conditions of this Agreement,  or by reason of any breach of the representations
and  warranties  made by the  INVESTOR  herein or in the  INVESTOR's  Accredited
INVESTOR Status.

9.5 MISCELLANEOUS.

     a.   This  Agreement,   and  the  Operating   Agreement   attached  hereto,
          constitute the entire  agreement among the parties hereto with respect
          to the  subject  matter  hereof and may be  amended  only by a writing
          executed by all parties.

     b.   This  Agreement  shall be  enforced,  governed  and  construed  in all
          respects in accordance with the laws of the State of Utah.

     c.   The representations and warranties of the undersigned set forth herein
          shall  survive  the  sale of the  Working  Interest  pursuant  to this
          Agreement.

     d.   All terms and words used in this Agreement,  regardless of numbers and
          genders  in which  they are  used,  shall be  deemed  to  include  the
          singular  or plural and all  genders  as the  context or sense of this
          Agreement, or any section or clause herein, may require.


9.6 NO OTHER  REPRESENTATIONS.  Other than the  representations  and  warranties
expressly set forth in this  Agreement and the  Assignment,  neither Party makes
any  representations or warranties to the other concerning the subject matter of
this Agreement.

ARTICLE X
DISPUTE RESOLUTION

                                                                   Page 10 of 21
<PAGE>


10.1 DISPUTES. Any dispute under this Agreement must be submitted to the dispute
resolution  procedures  of this Article X and the  resolution  will be final and
binding upon the Parties.  Any dispute may be submitted to these procedures upon
the written request of the Party seeking resolution.

10.2 ARBITRATION  PANEL.  The arbitration  panel must consist of two members who
are familiar by training and experience  with the operation of oil and gas wells
and the  business  and land  title  issues  common  in the oil and gas  industry
(individually, a "Layman," collectively, the "Laymen"). The third member must be
an  attorney  whose  practice  deals  with oil and gas  issues  (whether  from a
regulatory,  operational  or business  perspective).  Each Party will choose one
Layman, and the Laymen will choose the attorney member of the panel.

10.3 SUBMISSION TO ARBITRATION.

     (a)  Either Party may request  arbitration by submitting a written  request
          to the other Party.  The written request for arbitration  must include
          the requesting Party's choice of a Layman to serve as arbitrator.

     (b)  The Party  receiving the notice must respond to the  requesting  Party
          within 15 days of the receipt of the notice. The response must include
          its own choice of a Layman to serve as arbitrator.

     (c)  The two Laymen  must meet  within 15 days of the date of the  response
          letter to choose an attorney to serve as the third arbitrator. The two
          Laymen must use  reasonable  efforts to choose a third  arbitrator who
          will be impartial and independent of the Parties. The arbitration will
          commence  within 30 days  after the  third  member of the  arbitration
          panel is selected.

     (d)  If the responding Party fails or refuses to appoint an arbitrator,  or
          the Laymen are unable to agree upon a third  arbitrator,  either Party
          may  request a Judge  from the  federal  or state  court of  competent
          jurisdiction in Salt Lake County, Utah or such other person designated
          by such Judge to select an arbitrator or arbitrators,  as the case may
          be,  as  soon as  possible.  (e) Any  arbitration  hearing,  if one is
          desired by the arbitration  panel,  must be held in the State of Utah.
          The  arbitration  panel may elect to conduct the proceeding by written
          submissions from the Parties with exhibits, including interrogatories,
          supplemented  with appearances by the Parties as the arbitration panel
          may desire.  The  arbitration  proceeding,  subject  only to the terms
          hereof, should be conducted informally and expeditiously and in such a
          manner as to result in a good faith  resolution  as soon as reasonably
          possible under the circumstances.

     (f)  The award, and any other decision by the arbitration panel, must be by
          majority  vote of the  arbitrators.  The  decision of the  arbitration
          panel  with  respect  to  any  disputed   matters   submitted  to  the
          arbitration  panel  will  be  reduced  to  writing,   signed  by  each
          arbitrator  and binding on the  parties.  Judgment  upon the  award(s)
          rendered by the arbitration  panel may be entered and execution had in
          any court of competent  jurisdiction,  or  application  may be made to
          such  court  for a  judicial  acceptance  of the award and an order of
          enforcement.

     (g)  Each Party will bear their own legal fees and other costs  incurred in
          presenting their

                                                                   Page 11 of 21
<PAGE>

          respective  cases,  and  the  fees  and  expenses  of  the  arbitrator
          appointed  by that  Party.  The  charges  and  expenses  of the  third
          arbitrator will be shared equally by the Parties.

10.4 PROCEDURE.

     (a)  In fulfilling its duties hereunder,  the arbitration panel may consult
          with and engage  disinterested third parties to advise the arbitration
          panel including, without limitation, engineers, attorneys, accountants
          and consultants,  and the fees and expenses of such third parties will
          be considered to be charges and expenses of the arbitration panel.

     (b)  The arbitration panel may not award punitive,  consequential , special
          or incidental damages.

10.5  REPLACEMENT  ARBITRATOR.  Any  replacement  arbitrator,  should one become
necessary,  will be selected in the same manner as the original arbitrators were
selected.

10.6  EXCLUSIVITY.  No lawsuit  based on a dispute  under this  Agreement may be
instituted  by either Party,  other than to compel  arbitration  proceedings  or
enforce the award of the arbitration panel.

10.7  PRIVILEGES.  The arbitration  proceedings  and arbitration  award shall be
maintained  by the  parties as  strictly  confidential,  except as is  otherwise
required by court  order or as is  necessary  to confirm,  vacate or enforce the
award and for disclosure in confidence to the parties' respective attorneys, tax
advisors and senior management.

ARTICLE XI MISCELLANEOUS

11.01 FORCE MAJEURE. If any Party is rendered unable, wholly or in part by force
majeure,  to carry out its  obligations  under  this  Agreement,  other than any
obligation to make any money payments  (which  obligation will never be extended
due to force  majeure),  such Party must give to the other Party prompt  written
notice of the force majeure, with reasonably full particulars, and thereupon the
obligations  of the Party giving the notice,  so far as they are affected by the
act of force  majeure,  will be  suspended,  and the running of all time periods
within which certain actions affected by force majeure must be completed will be
tolled,  during, but not longer, than the continuance of the force majeure, plus
such reasonable further period of time, if any, required to resume the suspended
operation.  The affected Party must use all  reasonable  diligence to remove the
force majeure situation as quickly as practicable; provided, that it will not be
required to settle strikes,  lockouts or other labor difficulty  contrary to its
wishes.  All such  difficulties are to be handled entirely within the discretion
of the Party concerned. "Force majeure" means an act of nature, strike, lock-out
or other industrial disturbance,  act of the public enemy, war, blockade, public
riot,  lightning,  fire,  storm,  flood  or  other  adverse  weather  condition,
explosion, inability to obtain surface access, governmental action, governmental
inaction,  restraint  or  delay,  or  any  other  cause,  whether  of  the  kind
specifically  enumerated above or otherwise,  which is not reasonably within the
control of the Party  claiming  force  majeure,  but not the  unavailability  of
drilling rigs or equipment.

                                                                   Page 12 of 21
<PAGE>

11.2 MONETARY  AMOUNTS.  All monetary amounts stated in this Agreement are cited
in, and must be paid in, United States dollars.

11.3 FURTHER  ASSURANCES.  As  necessary,  the Parties  shall  execute any other
documents including, but not limited to, any documents,  forms, etc. required by
any governmental organization or authority, and take such other action necessary
to  effectuate  the terms  and  provisions  of this  Agreement  and/or  the JOA,
whichever is applicable  including,  but not limited to, designation of operator
forms and other similar matters.

11.04 TAX PARTNERSHIP.  The rights,  duties,  obligations and liabilities of the
Parties  shall be  several,  not joint or  collective.  It is not the purpose or
intention to create any mining partnership,  joint venture,  general partnership
or other partnership  relation and none shall be inferred.  Notwithstanding  the
foregoing,  the Parties agree that the undertakings  herein will be treated as a
partnership  for purposes of federal  income  taxation.  Therefore,  the Parties
agree  to be  governed,  for  federal  income  tax  purposes  only,  by the  tax
partnership  provisions  attached to the  Operating  Agreement as Exhibit G. For
every purpose other than the above described income tax purposes,  however,  and
notwithstanding  any other  provision  of this  Agreement to the  contrary,  the
Parties  understand  and agree that their  relationship  hereunder is not one of
partnership,  association, trust, joint venture, mining partnership or entity of
any kind. . Nothing  contained  herein or in the  Operating  Agreement  shall be
construed  as  creating  a mining  partnership  or other  partnership  among the
parties  hereto.  The  Investor  agrees that an  election  shall be made for the
operations of the parties to be excluded from the  provisions of Subchapter K of
Chapter I of  Subtitle A of the  Internal  Revenue  Code of 1986,  as amended or
similar  provisions of applicable  state laws.  TWP shall make  available to the
Investor  and the other  Working  Interest  owners  information  relating to the
expenses and revenues of the Program at the times and in the manner specified in
the  Operating  Agreement.  The Investor and the other Working  Interest  owners
shall be solely  responsible for their own  accounting,  tax information and tax
filings. To the extent permitted by law, all deductions and credits,  including,
but not limited to, intangible drilling and development costs,  depreciation and
rental  expenses,  and  depletion,  shall be allocated to each Working  Interest
owner in  proportion  to its  percentage  Working  Interest  for  payment of the
expenditures  giving  rise to such  deductions  and  credits  and, to the extent
permitted by law, such parties shall be entitled to such  deductions and credits
in computing  taxable  income or tax  liabilities  to the exclusion of any other
person.

11.5 TAXES AND RECORDING  FEES.  Any sales taxes,  transfer  taxes,  documentary
taxes and recording  fees relating to an assignment  hereunder  shall be paid by
the assignee.  Subject to the terms of any JOA, each Party shall be  responsible
for its own local,  state and federal income tax reporting,  recognition of gain
or loss, if any, severance taxes, oil and gas conservations fees, and the taxes,
if any, payable with respect to the transaction.

11.6 GOVERNING LAW. This Agreement shall be governed, construed, and enforced in
all respects, including validity,  interpretation,  and effect, according to the
laws of the State of Utah,

                                                                   Page 13 of 21
<PAGE>

excluding  any  conflicts of law rule or  principle  that might apply the law of
another jurisdiction.  Subject to the Dispute Resolution provisions in Article X
hereof,  in the event of a dispute  hereunder,  it is agreed that the  exclusive
venue shall be in either a federal or state court of competent  jurisdiction  in
Salt  Lake  County,  Utah,  and  the  Parties  hereto  agree  to  submit  to the
jurisdiction of such court.

11.7 WAIVER OF CONSEQUENTIAL DAMAGES.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, THE PARTIES EXPRESSLY AGREE THAT NO PARTY SHALL BE LIABLE FOR
ANY  EXEMPLARY,   PUNITIVE,   SPECIAL,  INDIRECT,   CONSEQUENTIAL,   REMOTE,  OR
SPECULATIVE  DAMAGES  SUFFERED  BY THE  OTHER  PARTY  IN  CONNECTION  WITH  THIS
AGREEMENT.

11.8  INHERENT  RISK.  Each Party  hereby  acknowledges  its  understanding  and
acceptance of the inherent risks  associated  with the  exploration  for oil and
gas.

11.9  CONFIDENTIALITY.  Except as  expressly  set  forth  herein  and  except as
required by applicable  laws or rules and regulations of any  administrative  or
governmental  agency or entity,  the Parties hereto  acknowledge  and agree that
this Agreement,  their  negotiations in connection  herewith and all information
obtained  by or  provided  to  any  of  them  in  connection  with  the  matters
contemplated  herein or as it relates to the  Properties  will be  maintained as
confidential,  except for disclosures to representatives  of the Parties,  their
respective legal,  geological and financial advisors, and as otherwise consented
to by the Parties, such consent not to be unreasonably withheld.

11.1O NOTICES.

     (a)  All notices  required or permitted  under this  Agreement  shall be in
          writing and delivered in person, by overnight courier, by certified or
          registered  mail  return  receipt  requested,   by  facsimile,  or  by
          electronic transmission,  delivered or addressed to the persons and at
          the addresses as provided  below.  A notice shall be deemed given when
          received by the Party to whom it is  directed.  When a response to the
          other Party is required,  each Party's response shall be in writing to
          the other Party.

     (b)  A notice is deemed to have been received as follows:

          (i)  if a notice is delivered in person,  upon receipt as indicated by
               the date on the signed receipt;

          (ii) if a notice is sent by  Registered  or Certified  Mail,  upon the
               earlier  of (1)  receipt as  indicated  by the date on the signed
               receipt or (2) five days after such  notice is  deposited  in the
               mail;

          (iii)if a notice is sent by nationally  recognized  overnight courier,
               upon receipt as indicated by the date on the signed receipt;

          (iv) if a notice  is sent by  facsimile,  upon  receipt  by the  party
               giving or making such notice of an acknowledgment or transmission
               report generated by the machine from which the (i)

                                                                   Page 14 of 21
<PAGE>

               facsimile was sent  indicating that the facsimile was sent in its
               entirety to the addressee's facsimile number;

          (v)  if a notice  involving  an item that causes a response  period or
               other time period set forth in this Agreement (a  "time-sensitive
               matter") to commence is sent by electronic transmission, upon the
               notifying  party's  receipt of a response  from the  addressee by
               electronic transmission or other written or facsimile recognition
               of receipt of such electronic  transmission;  transmission,  when
               transmitted if transmitted  prior to 9:00 a.m. on a business day,
               and otherwise on the next  business day  following  transmission;
               and

          (vii)if the  addressee  rejects  or  otherwise  refuses  to  accept  a
               notice,  or if the notice cannot be delivered because of a change
               in address for which no notice was given to the Party  attempting
               to give or make such notice, then upon the rejection, refusal, or
               inability to deliver.

     (c)  Notwithstanding  the  foregoing  subsections  (i) through (vii) above,
          except as expressly provided to the contrary in subsection (vi) above,
          if a notice is received  after 5:00 P.M.  on a business  day where the
          addressee is located, or on a day that is not a business day where the
          addressee is located , such notice is deemed  received at 9:00 A.M. on
          the next business day where the addressee is located.

ADDRESSES

OPERATOR: TRANS-WESTERN PETROLEUM, INC.
            Doug lsern, President
            P. 0. Box 276
            Golden, CO 80402
            Telephone: (303) 279 4567
            Fax: (866) 1 866 465 7543

INVESTOR:

          TEREX ENERGY CORPORATION
            520 Zang St., #250
            Broomfield,CO 80021

11.11 HEADINGS FOR CONVENIENCE.  All captions, numbering sequences, and headings
used in this  Agreement  are inserted for  convenience  only and shall in no way
define,  limit or  describe  the scope or intent of this  Agreement  or any part
thereof, nor have any legal effect other than to aid a reasonable interpretation
of this  Agreement.  A reference  to  "Article" or "Section" is to an Article or
Section of this Agreement.

11.12  AMENDMENT.  No provision of this  Agreement  shall be modified or amended
except by the written  agreements of the parties  except that TWP may extend and
amend any deadline contained herein at its sole discretion,  provided that it is
in writing.

11.13  SEVERANCE  OF  INVALID  PROVISIONS.  In case of a  conflict  between  the
provisions  of this  Agreement  and the  provisions  of any  applicable  laws or
regulations, the provisions of the laws

                                                                   Page 15 of 21
<PAGE>

for regulations shall govern over the provisions of this Agreement.  If, for any
reason and for so long as, any clause or provision of this  Agreement is held by
a court of  competent  jurisdiction  to be illegal,  invalid,  unenforceable  or
unconscionable under any present or future law (or interpretation  thereof), the
remainder  of  this  Agreement  shall  not be  affected  by such  illegality  or
invalidity.  Any such  invalid  provision  shall be  deemed  severed  from  this
Agreement as if this  Agreement had been  executed  with the invalid  provisions
eliminated.  The  surviving  provisions of this  Agreement  shall remain in full
force and effect  unless the  removal of the  invalid  provisions  destroys  the
legitimate  purposes of this  Agreement;  in which event this Agreement shall no
longer be of any force or effect.  The Parties shall negotiate in good faith for
any  required  modifications  to this  Agreement  required  as a result  of this
provision. The provisions of this Participation Agreement shall control if there
are any  conflictions  or  contradictions  with the J.O.A.  attached  and a part
hereof as Exhibit "G".

11.11 BINDING  EFFECT.  This Agreement shall extend to, inure to the benefit of,
and be binding upon the Parties and each of their respective  heirs,  successors
and assigns and shall  constitute a covenant  running with the  Properties.  Any
Party may assign this Agreement, provided, however, that no such assignment will
relieve the assigning  Party of its  obligations  hereunder  without the express
written consent of the other Party.

11.12 ENTIRE AGREEMENT.  This Agreement and the documents referred to herein and
to be delivered  pursuant  hereto  constitute the entire  agreement  between the
Parties  pertaining to the subject  matter  hereof,  and supersede all prior and
contemporaneous agreements, understandings,  negotiations and discussions of the
Parties,  whether oral or written, and there are no warranties,  representations
or other  agreements  between the Parties in connection  with the subject matter
hereof, except as specifically set forth herein or therein.

11.13 COUNTERPARTS: FACSIMIL E SIGNATURE. The Parties may execute this Agreement
in any number of duplicate originals, each of which constitutes an original, and
all of which,  collectively,  constitute  only one  Agreement.  The  Parties may
execute this Agreement in counterparts,  each of which  constitutes an original,
and all of which,  collectively,  constitute only one Agreement.  Delivery of an
executed  counterpart  signature  page by facsimile is as effective as executing
and delivering  this  Agreement in the presence of the other Party hereto.  This
Agreement is effective upon delivery of one executed counterpart from each Party
to the other Party. In proving this  Agreement,  a Party must produce or account
only for the executed counterpart of the Party to the other Party.

11.14 CAPITALIZED TERMS. Capitalized terms used herein have the meaning given to
such terms as in their first use herein.


LIST OF EXHIBITS:

Exhibit A      The Properties (Attached)
Exhibit B      Van Cott Lease Status Report (Delivered Electronically)
Exhibit C      Statement of Interest (Attached)
Exhibit D      Operations (Access) Agreement with USG (Delivered Electronically)
Exhibit E      Commitment Well Locations (Attached)
Exhibit F (1)  Tellus/PNC Participation Agreement (Delivered Electronically)

                                                                   Page 16 of 21
<PAGE>

Exhibit F      Form of Assignment
Exhibit G      J.O.A. dated December 1, 2013 (Delivered Electronically)
Exhibit H      Exhibits to J.0.A  (Delivered Electronically)
Exhibit I      Amended and Restated Tellus/PNC Participation Agreement April 1



                                    EXHIBIT A
                                   Properties


l.   American  Gypsum Oil and Gas Lease,  dated June 30,  2011, 3 year Term with
     options for extension to 10 years. Recorded Book 0660 pages 0866-0874

     Land Description:


PARCEL 1: Keene 121 Placer Mining Claim, amended Sigurd Quarry #24 Placer Mining
Claim and  Pancoast #4 Placer  Mining  Claim,  comprising  the South Half of the
Southwest Quarter of the Southeast Quarter (S/2SW/4SE/4),  and the South Half of
the Southeast Quarter of the Southeast Quarter  (S/2SE/4SE/4) of Section 28, and
the Northeast  Quarter  (NE/4) of Section 33, All in Township 22 South,  Range 1
West,  Salt Lake Meridian,  as described in United States Patent #1128755 issued
April 19, 1950, and containing 200 acres of land, more or less.

PARCEL 2: Keenes #2 Placer  Mining Claim,  (also known as Keene #2),  comprising
Lots 5, 6, 11 and 12 of Section 28,  Township 22 South,  Range 1 West, Salt Lake
Meridian,  as described in United States  Patent  #1128083,  issued  January 30,
1950, and containing 160 acres of land, more or less.

PARCEL 3: Keene #s 22 to 25 inclusive  Placer Mining Claims,  amended to include
Keene #s 53 to 60, inclusive, and Sigurd Quarry Is 23 and 43, comprising Lots 7,
8, 9 and 1O and the  North  Half of the  South  Half  of the  Southeast  Quarter
(N/2S/2SE/4),  and the North Half of the Southeast  Quarter (N/2SE/4) of Section
28, Township 22 South, Range 1 West, Salt Lake Meridian,  as described in United
States Patent  #1128764 issued April 20, 1950, and containing 280 acres of land,
more or less.

PARCEL 4:  Pancoast  #s 1 and 3, and the West Half (W/2) of  Pancoast  #2 Placer
Mining  Claims,  comprising  the Northeast  Quarter  (NE/4) the West Half of the
Southeast  Quarter  (W/2SE/4),  and the Southwest  Quarter (SW/4) of Section 27,
Township 22 South,  Range 1 Nest,  Salt Lake  Meridian,  as  described in United
States Patent  #1128084,  issued  January 30, 1950,  and containing 400 acres of
land, more or less.

PARCEL 5: Mammoth  Gypsum Placer Mining Claim (also known as the East Half (E/2)
of Jumbo  Gypsum  #23  Placer  Mining  Claim),  comprising  the East Half of the
Northwest Quarter (E/2NW/4) of Section 33, Township 22 South, Range 1 West, Salt
Lake Meridian,  as described in United States Patent  #1128085 issued on January
30, 1950, and containing 80 acres or land, more or less.

PARCEL 6: Pancoast #s 5, 6, and 7 Consolidated Placer Mining Claims,  comprising
the

                                                                   Page 17 of 21
<PAGE>

Southeast  Quarter (SE/4) of Section 33, and the Southwest  Quarter (SW/4),  and
the Northwest  Quarter  (NW/4) of Section 34,  Township 22 South,  Range 1 West,
Salt Lake Meridian, as described in United States Patent #1160422, dated June 7,
1956, and containing 480 acres, more or less.

PARCEL 7:  Sigurd  Quarry #s 9, 13,  14,  15,  16,  17, 18 and 19, and Keene #64
(Amended)  comprising Lot 13 of Section 22, and the Northwest  Quarter (NW/4) of
Section 27, Township 22 South, Range 1 West, Salt Lake Meridian, as described in
United States Patent  #1161546,  dated July 12, 1956,  and containing 180 acres,
more or less.

PARCEL 8: Sigurd  Quarry Is 6, 7, 8, 10, 11, 12, 31 and 32  Consolidated  Placer
Mining  Claims,  comprising  the  South  Half of the  Southeast  Quarter  of the
Southwest  Quarter  (S/2SE/4SW/4),  and the South Half of the Southeast  Quarter
(S/2SE/4)  of Section 21, and Lots 1, 2 and 3 of Section 28,  Township 22 South,
Range 1 West, Salt Lake Meridian, as described in United States Patent 11160730,
dated/2June 19, 1956, and containing 137.77 acres, more or less.

PARCEL 9: The East Half (E/2) of Pancoast #2 Placer Mining Claim, comprising the
East Half of the Southeast  Quarter  (E/2SE/4) of Section 27, Township 22 South,
Range 1 West,  Salt Lake  Meridian,  as  described in United  States  Patent No.
1128084, issued January 30, 1950, and containing 80 acres of land, more or less.

PARCEL 10; Township 23 South,  Range 1West,  Salt Lake Meridian Section 5: Lot 7
(Sigurd  Quarry #43 Placer  Mining  Claim)  Section 5:  Bickel #1 Placer  Mining
Claim,  comprising of Lots 3 and 4, and the South Half of the Northwest  Quarter
(S/2NW/4) Sections 4 and 5: Sigurd Quarry #s 34, 35, 36, 37 and 38 Placer Mining
Claims,  comprising  of Lots 2, 3, 4 of  Section 4 and lots 5 and 6 of Section 5
Containing 267.71 acres, more or less. CONTAINING IN ALL 2,265.48 ACRES, MORE OR
LESS.

2.   U.S. Gypsum Oil and Gas Lease dated August 17,2004.

     Ratification  and Extension dated December 17th, 2009 extending the primary
     term to December 11, 2014. Recorded in Book 502, Pages 15-17

     Land Description:

PARCEL 1: Jumbo  Gypsum  Nos. 22 and 23 Placer  Mining  Claims,  Comprising  the
Southwest  Quarter (SW/4) of Section 28, the West Half of the Northwest  Quarter
(W/2NW/4) of Section 33, Township 22 South, Range 1 West, Salt Lake Meridian, as
described  in  United  States  Patent  #1102914  Issued  on May  26,  1939,  and
containing 240 acre, of land, more or less.

PARCEL 2: Jumbo Gypsum Nos. 24, 25, 26 and 27 Placer Mining  Claims,  comprising
the Northeast Quarter (NE/4) and the Southeast Quarter (SE/4) of section 32; the
Southwest  Quarter  (SW/4) of Section  33;and the  Southeast  Quarter  (SE/4) of
Section 29, All in Township

                                                                   Page 18 of 21
<PAGE>

22 South, Range 1 West, Salt Lake Meridian, as described in United States Patent
#1120497  issued on January 18, 1946, and containing 640 acres of land,  more or
less.

PARCEL 3: Jumbo Gypsum Nos.33 and 34 Placer Mining  Claims,  comprising the East
Half of the Northeast  Quarter of the Northwest Quarter  (E/2NE/4NW/4),  and the
East Half of the Southeast  Quarter of the Northwest  Quarter  (E/2SE/4NW/4)  of
Section 32, Township 22 South, Range 1 West, Salt Lake Meridian, as described in
United  States Patent  #1120498  issued on January 19, 1946,  and  containing 40
acres of land, more or less.

PARCEL 4: United Nos. 2, 3, and 4 Placer Mining Claims, comprising the West Half
(W/2) of Section 15, and the Northwest Quarter (NW/4) of Section 22, Township 22
South,  Range 1 West,  Salt Lake Meridian,  as described in United States Patent
#1158715  issued on April 6, 1956,  and  containing  480 acres of land,  more or
less.

PARCEL 5: Family No. 1 and Nos. 6 Placer Mining Claims, comprising Lots 5, 6, 7,
8, 9, 10, 11, and 12 of Section 23, Township 22 South,  Range 1 West , Salt Lake
Meridian, as described in United States Patent #1153012 issued on July 18, 1955,
and containing 320 acres of land, more or less.

Containing a total of 1,720 acres, more or less

                                   EXHIBIT "C"

                     Statement of Interest In the Properties

                Before Final Earning Event     After Final Earning Event
                ----------------------------   ----------------------------
INVESTOR        14.0000% Working interest      11.6666%  Working interest
                8.9833% Net Revenue Interest   8.9833%  Net RevenueInterest


                                   EXHIBIT "E"

First Initial Commitment Well:
Bottom Hole Location within the following described lands:
A legal  location at least 460 feet from the lease line within the  S1/2N1/2 and
S1/2 of lot 6, SECTION 23,T22S,R1W


Second Initial Commitment Well:

The  Second  Initial  Commitment  Well may be  drilled  at a  location  of TWP's
choosing in the N1/2 of section 23,  T22S,R1W  provided  that the First  Initial
Commitment Well has been completed as a commercially producing Oil Well.
If the First  Initial  Commitment  Well is a dry hole and  condemns the prospect
area  drilled in the First  Initial  Commitment  Well,  then the Second  Initial
Commitment  Well shall be drilled at a location  of TWP's  choosing  on lands in
Exhibit "A" within the W1/2SE and E1/2 SW of Section 33, T22S, R1W.

                                                                   Page 19 of 21
<PAGE>


                                    EXHIBIT F
                               Form of Assignment


ASSIGNMENT OF LEASES


STATE OF COLORADO       )
                        )ss.
COUNTY OF JEFFERSON     )



KNOW ALL MEN BY THESE PRESENTS: THAT

This    Assignment    of    Leases,     effective     __________________    from
___________________,  whose  address is  ___________________________,hereinafter
referred to herein as  "Assignor",  in favor of, whose  address is  (hereinafter
referred  to herein as  "Assignor",  in favor of  ______________________,  whose
address  is   _________________________   (hereinafter  referred  to  herein  as
"Assignee"),  is made pursuant to that Certain Participation  Agreement executed
December 1, 2013 by and between Assignors and Assignee.

WHEREAS Assignor agreed to assign and convey ___________%  working interest,  as
determined pursuant to the Exhibit "C" after Final Earning Event interest of the
Participation Agreement dated December 1, 2013, in and to the oil and gas leases
insofar and only insofar as said oil and gas leases cover the lands described on
Exhibit "A" of the  Participation  Agreement  dated  December 1, 2013,  Assignor
herein  wishes now to convey that  working  interest  subject to the net revenue
interest  determined  pursuant  to Exhibit "C" of said  Participation  Agreement
("Subject Working  Interest").  This assignment is made subject to the terms and
conditions of the Participation Agreement dated December 1, 2013.

NOW THEREFORE,  for and in  consideration  of the sum of $10.00 and more cash in
U.S.  currency  and olher  good and  valuable  consideration,  the  receipt  and
sufficiency of which is hereby acknowledged,  Assignors, each does hereby grant,
bargain,  sell, assign and convey to Assignee,  the Subject Working Interest and
subject  to the  terms  and  conditions  of the  Participation  Agreement  dated
December 1, 2013.

TO HAVE AND TO HOLD unto said Assignee, the successors and assigns,  forever, in
accordance with the terms and provisions of said leases.

Assignor hereby specially  warrants title against claims of persons claiming by,
through or under Assignors  only, but not otherwise,  and with no other warranty
of title, either express or implied.

The  provisions  hereof shall extend to and be binding upon the parties  hereto,
their respective heirs, legal  representatives,  successors,  and assigns.

Terms  used  herein  which are  defined  in the  Participation  Agreement  dated
December 1, 2013 have the same meaning.


Executed on the date set forth below.           Trans-Western Petroleum, Inc.


_____________________________________           By:____________________________
                                                Title:_________________________


ACKNOWLEDGEMENTS


STATE OF COLORADO         )
                          )ss.
COUNTY OF DENVER          }


The foregoing instrument was acknowledged before me this  __________________  by
______________,  ___________________  of  ________________,  a  corporation,  on
behalf of the company.


In witness  whereof I have  hereunto  set my hand and seal this  ________ day of
____________, A.D. 2001.



My Commission Expires:                          Notary Public

___________________________________             _______________________________


                                                                   Page 20 of 21

<PAGE>

                                 SIGNATURE PAGE




IN WITNESS  WHEREOF,  this  Agreement is executed  and  effective as of March 1,
2014.
                                                INVESTOR:

Trans-Western Petroleum, LTD.                   Terex Energy Corporation

/s/ Douglas J. Isern                            /s/ Donald Walford
-------------------------------                 -------------------------------
Douglas J. Isern                                Donald Walford
President                                       CEO


Date: 10/7/14                                   Date: 10/7/14









































                                                                   Page 21 of 21