EXHIBIT 10.6



                           PURCHASE AND SALE AGREEMENT



              SALE OF CERTAIN PROPERTIES IN NATARONA COUNTY WYOMING


                                     BETWEEN

                            HOT SPRINGS RESOURCES LTD

                                       AND

                        MERSCHAT MINERALS LLC (AS SELLER)
                                       AND

                      TEREX ENERGY CORPORATION "PURCHASER"

                                   (As BUYER)


                            Dated September 30, 2014

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                               TABLE OF CONTENTS

                                                                            PAGE

  1.      SALE AND PURCHASE OF ASSETS..........................................1
     1.1  Assets To Be Sold....................................................1
     1.2  Exclusions and Reservations..........................................3
     1.3  Conveyancing Instruments.............................................4
     1.4  Election to Effect IRCss.1031 Exchange...............................4

  2.      PURCHASE PRICE AND EFFECTIVE DATE....................................4
     2.1  Purchase Price.......................................................4
     2.2  Allocation of Purchase Price.........................................5
     2.3  Adjustments to Purchase Price........................................5
     2.4  Closing Statement....................................................6
     2.5  Effective Date of Sale...............................................7

  3.      ALLOCATION OF REVENUES...............................................7
     3.1  Allocation of Revenues...............................................7
     3.2  Payment of Invoices..................................................7

  4.      ASSUMPTION OF LIABILITIES AND INDEMNIFICATION........................7
     4.1  Abandonment Obligations..............................................7
     4.2  Contract Obligations.................................................7
     4.3  Buyer's General Indemnification......................................8
     4.4  Seller's General Indemnification.....................................8
     4.5  Assumption and Indemnification of Environmental Risk and
          Environmental Liabilities by Buyer...................................9
     4.6  Notice of Claims.....................................................9
     4.7  Defense of Claims....................................................9

  5.      TAXES...............................................................10
     5.1  Allocation and Payment of Taxes.....................................10

  6.      REPRESENTATIONS AND WARRANTIES......................................10
     6.1  Seller's Representations and Warranties.............................10
     6.2  Buyer's Representations and Warranties..............................13

  7.      DUE DILIGENCE REVIEW................................................14

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     7.1  Review By Buyer.....................................................14
     7.2  Nature of Defects ..................................................14
     7.3  Permitted Encumbrances..............................................15
     7.4  Seller's Response to Notices; Fai lure to Respond...................16
     7.5  Elect ion to Cure...................................................16
     7.6  Arbitration.........................................................16
     7.7  Arbitration Provisions..............................................16
     7.8  Enforceability......................................................17
     7.9  Postponement of Closing; Payment....................................18

  8.      ADDITIONAL COVENANTS................................................18
     8.1  Access to Records...................................................18
     8.2  Interim Operation...................................................18

  9.      CLOSING, TERMINATION AND FINAL ADJUSTMENTS..........................18
     9.1  Conditions Precedent................................................18
     9.2  Closing.............................................................19
     9.3  Termination.........................................................19
     9.4  Effect of Termination...............................................20
     9.5  Final Accounting Statem ent.........................................20

  10.     GOVERNING LAW AND VENUE.............................................21
     10.1 Governing Law.......................................................21
     10.2 Venue...............................................................21

 11.      MISCELLANEOUS.......................................................21
     11.l Casualty Loss of Assets.............................................21
     11.2 Books and Records...................................................21
     11.3 Publicity...........................................................21
     11.4 Entire Agreement....................................................21
     11.5 Notices.............................................................22
     11.6 Governing Law.......................................................22
     11.7 Confidentiality.....................................................23
     11.8 Conflict of Interest................................................23
     11.9 Survival............................................................23
     11.l0Further Cooperation.................................................23
     11.11Counterparts........................................................23

ii

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     11.12    Exhibits........................................................24
     11.13    Severability....................................................24
     11.14    Expenses and Recording..........................................24
     11.15    Nominations and Accounting Responsibilities.....................24
     11.16    MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES..........................24
     11.17    NON-SOLICITATION OF EMPLOYEES...................................24









































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                          PURCHASE AND SALE AGREEMENT

                  Sale of Properties in Natrona County, Wyoming

     THIS PURCHASE AND SALE AGREEMENT  ("Agreement"),  dated September 24, 2014,
is between Hot  Springs  Resources  LTD, a Wyoming  corporation  142 N.  Lincoln
Street,  Casper,  WY 82601 ("Hot  Springs") and Merschat  Minerals LLC a Wyoming
Limited  Liability company with a mailing address of PO Box 356 Casper, WY 82602
("Merschat"  and  together  with  Hot  Springs,   "Seller"),  and  Terex  Energy
Corporation,  a Colorado  corporation  with a mailing  address of 520 Zang Blvd.
Broomfield, Colorado 80021 ("Buyer").

                              W I T N E S S E T H:

     That Seller  desires to sell to Buyer and Buyer  desires to  purchase  from
Seller on the terms set forth in this Agreement those certain oil and gas rights
and  interests  and  associated   assets  described  herein.   Accordingly,   in
consideration of the mutual promises contained herein, the mutual benefits to be
derived by each party hereunder and other good and valuable considerations,  the
receipt and sufficiency of which are hereby acknowledged, Buyer and Seller agree
as follows:

1.   SALE AND PURCHASE OF ASSETS

     1.1  Assets To Be Sold.

          1.1.1     Seller shall sell,  transfer,  assign, and deliver to Buyer,
                    and Buyer shall purchase and receive all of Seller's  right,
                    title, and interest in and to the following:

               (a)  the  oil  and  gas  leases,   mineral  executive  interests,
                    contractual rights, rights to explore,  produce and develop,
                    rights to drain, wellbore interests and/or properties listed
                    and  described  in any  manner on Exhibit A  (including  any
                    renewals,  extensions,  ratifications and amendments to such
                    interests   whether  or  not  such   renewals,   extensions,
                    ratifications or amendments are described on Exhibit A) (any
                    such rights or interests individually referred to as "Lease"
                    or  collectively,  "Leases")  together  with all oil and gas
                    unitization  and  communitization  agreements,  declarations
                    and/or  orders  relating  to the Leases  (collectively,  the
                    "Units");

               (b)  all oil and gas wells, salt water disposal wells,  injection
                    wells and other wells located on,  affecting or draining any
                    of the  Leases,  within  the Units or as listed on Exhibit A
                    (collectively the "Wells");

               (c)  all structures, facilities,  foundations,  wellheads, tanks,
                    pumps,  compressors,  separators,  heater treaters,  valves,
                    fittings,   equipment,   machinery,   fixtures,   flowlines,
                    pipelines,   platforms,  tubular  goods,  materials,  tools,
                    supplies,   improvements,  and  any  other  real,  personal,
                    immovable and mixed property located on, used

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                    in  the  operation  of,  or  relating  to  the   production,
                    treatment,   non-   regulated   transportation,   gathering,
                    marketing,   sale,  processing,   handling  or  disposal  of
                    hydrocarbons , water, and associated  substances produced or
                    drained from the Leases or the Units (the "Facilities");

               (d)  all natural gas,  casinghead  gas,  drip  gasoline,  natural
                    gasoline, natural gas liquids,  condensate,  products, crude
                    oil and  other  hydrocarbons,  whether  gaseous  or  liquid,
                    produced  or  drained  from or  allocable  to the Assets (as
                    hereinafter  defined) on and after the  Effective  Date (the
                    "Hydrocarbons");

               (e)  to  the  extent   transferable,   all  contracts,   permits,
                    rights-of-    way,    easements,    licenses,    servitudes,
                    transportation  agreements,  pooling  agreements,  operating
                    agreements,  gas  balancing  agreements,  participation  and
                    processing  agreements,   confidentiality  agreements,  side
                    letter  agreements  and any  other  agreement,  document  or
                    instrument listed on Exhibit A INSOFAR ONLY as they directly
                    relate and are  attributable  to the Leases,  Units,  Wells,
                    Hydrocarbons,  or Facilities or the contractual and wellbore
                    rights  thereon  or therein or the  ownership  or  operation
                    thereof,   or  the  production,   treatment,   non-regulated
                    transportation,   gathering,  marketing,  sale,  processing,
                    handling    disposal,    storage   or    transportation   of
                    hydrocarbons, water, or substances associated therewith (the
                    "Assumed Contracts"); and

               (f)  records relating to the Leases, Units, Wells,  Hydrocarbons,
                    Assumed Contracts and Facilities in the possession of Seller
                    (the  "Records")  and  including as follows:  all (i) lease,
                    mineral interest,  land, and division order files (including
                    any  abstracts of title,  title  opinions,  certificates  of
                    title,  title  curative   documents,   and  division  orders
                    contained  therein),  (ii) the Assumed Contracts;  (iii) all
                    well,  facility,  operational,  environmental,   regulatory,
                    compliance  and  historic  production  files  and  (iv)  all
                    geological and geophysical files relating to the Leases (the
                    "Geologic  Data"),  but not  including any records which (i)
                    Seller is prohibited  from  transferring  to Buyer by law or
                    existing contractual  relationship  (including Geologic Data
                    that is not  transferable  without payment of a fee or other
                    penalty to any third party  which  Buyer has not  separately
                    agreed in writing to pay), or which (ii) constitute Excluded
                    Assets (as hereinafter defined in Section 1.2).

          All such  Leases,  Units,  Wells,  Facilities,  Hydrocarbons,  Assumed
          Contracts, and Records are hereinafter collectively referred to as the
          "Assets."

          1.1.2     The risk of loss of the  Assets  shall  occur and be made at
                    Closing  (as  defined  in Section  9.2.1),  but title to the
                    Assets shall be made  effective as of the Effective Date (as
                    hereinafter defined in Section 2.5). Seller and

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                    Buyer shall  execute  such  additional  documents  as may be
                    necessary to transfer the rights and interests  herein sold,
                    assigned and  purchased  on the records of any  purchaser of
                    hydrocarbons produced from or allocable to the Assets.

     1.2  Exclusions and Reservations.  Specifically  excepted and reserved from
          this  transaction  are the following,  hereinafter  referred to as the
          "Excluded Assets":

          (a)  Seller's reserve estimates, economic analyses, pricing forecasts,
               legal  files  or  opinions  (except  abstracts  of  title,  title
               opinions,  certificateso of title, or title curative documents as
               provided   in   Section   1.1.1   (f)   above),   attorney-client
               communications   or  attorney  work  product,   and  records  and
               documents  subject  to  confidentiality  provisions,   claims  of
               privilege or other restrictions on access.

          (b)  All corporate,  financial,  and tax records of Seller that relate
               to  Seller's  business  generally  (including  operation  of  the
               Assets);  however,  Seller shall furnish Buyer with copies of any
               financial and tax records which directly relate to the Assets and
               which are necessary  for Buyer's  ownership,  administration,  or
               operation  of the Assets upon  receipt of a written  request from
               Buyer indicating its desire to obtain copies, and the purpose for
               same.

          (c)  All oil,  gas and other liquid or gaseous  hydrocarbons  produced
               from or  attributable  to  Seller's  interest  in the Assets with
               respect to all periods prior to the Effective Date, together with
               all proceeds from the sale of such hydrocarbons.

          (d)  Claims  of  Seller  for  refund of or loss  carry  forwards  with
               respect to (i) production, windfall profit, severance, ad valorem
               or any other  taxes  attributable  to the  Assets  for any period
               prior to the Effective Date, (ii) income or franchise taxes.

          (e)  All  amounts due or payable to Seller as  adjustments  or refunds
               under any  contracts or  agreements  affecting  the Assets,  with
               respect  to periods  prior to the  Effective  Date,  specifically
               including,  without  limitation,  amounts recoverable from audits
               under operating agreements and any overpayments of royalties.

          (f)  Suject to the  terms  hereof,  all  monies,  proceeds,  benefits,
               receipts,  credits, income or revenues (and any security or other
               deposits  made)  attributable  to the  Assets  or  the  operation
               thereof prior to the Effective Date.

          (g)  All of Seller's patents, trade secrets, copyrights,  names, marks
               and logos.


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          (h)  Seller's master service  agreements and charter party agreements,
               storage or  warehouse  agreements,  supplier  contracts,  service
               contracts, insurance contracts, and construction agreements.

          (i)  All  documents  prepared or received by Seller or its  Affiliates
               with  respect  to (i)  lists of  prospective  purchasers  for the
               Assets,  (ii) bids submitted by other  prospective  purchasers of
               the Assets,  (iii)  analyses by Seller or its  Affiliates  of any
               bids submitted by any prospective purchaser,  (iv) correspondence
               between or among Seller, its  representatives and any prospective
               purchaser,  and (v)  correspondence  between Seller or any of its
               representatives  with respect to any of the bids, the prospective
               purchasers or the transactions contemplated by this Agreement.

          (j)  Any  Contracts  that  constitute  master  services  agreements or
               similar contracts.

     1.3  Conveyancing Instruments. The Assets to be conveyed by Seller to Buyer
          pursuant to Section 1.1.1 shall be conveyed "AS IS, WHERE IS" with the
          express  conditions and limitations  contained in this Agreement.  The
          Assets to be  transferred  to Buyer pursuant to Section 1.1.1 shall be
          transferred   pursuant   to  an   Assignment   and  Bill  of  Sale  in
          substantially  the form of Exhibit B (the  "Assignment")  which  shall
          contain a special  warranty  of title for claims by,  through or under
          Seller,  together with full rights of  subrogation in and to all prior
          warranties.

     1.4  Election to Effect IRC ss.1031 Exchange.  In the event either Buyer or
          Seller  so  elect,  each  party  agrees  to  accommodate  the other in
          effecting a tax-deferred exchange under Internal Revenue Code ss.1031,
          as  amended.   Either  party  shall  have  the  right  to  elect  this
          tax-deferred  exchange at any time prior to the date of Closing.  If a
          party elects to effect a tax deferred exchange, the other party agrees
          to execute additional escrow instructions,  documents,  agreements, or
          instruments  to effect the  exchange,  provided that such non electing
          party shall incur no additional costs, expenses, fees, obligations or
          liabilities as a result of or connected with the exchange.

2.   PURCHASE PRICE AND EFFECTIVE DATE

     2.1  Purchase Price.  As  consideration  for the sale of the Assets,  Buyer
          shall pay to Seller or its respective designee,  FOUR HUNDRED THOUSAND
          and No/100 Dollars ($400,000.00) and issue each Buyer warrants, as set
          forth below (the "Purchase Price").  The Purchase Price as adjusted in
          accordance  with  Section 2.3 shall be  referred  to as the  "Adjusted
          Purchase Price" and shall be paid by Buyer by completed wire transfer,
          in immediately available funds, and delivery of the Warrants.

          The purchase price shall be paid to Sellers as follows:


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          (a)  $150,000.00  paid as  follows,  $20,000.00  heretofore  paid  the
               receipt of which is hereby  acknowledged,  $130,000.00 payable on
               execution of this Agreement. Section 9.3 notwithstanding,  in the
               event  that a title  problem  is  discovered  that  would  have a
               material  adverse effect on the Assets that cannot be cured or if
               a major  environmental  or regulatory  problem is discovered this
               agreement  may  be   terminated   and  Seller  shall  refund  the
               $130,000.00  payment  to  Purchaser.  The  Sellers  shall  retain
               $20,000 as a non-refundable deposit.

          (b)  $250,000.00 payable at Closing as provided by Section 9.2 hereof.

          (c)  400,000  warrants  to be issued to Sellers  at  Closing  granting
               Sellers the right to purchase  400,000  shares of common stock of
               Terex Energy  Corporation  (the "Warrant  Shares") at an exercise
               price  equal to $1.00  per  share  (the  "Exercise  Price").  The
               warrants shall be in  substantially  the form attached  hereto as
               Exhibit C (the  "Warrants").  Buyer  and  Seller  agree  that the
               Exercise  Price is equal to the fair market  value of the Warrant
               Sharers as of the Closing Date.

     2.2  Allocation of Purchase  Price.  The Purchase  Price shall be allocated
          for consent,  defect and  casualty  loss  adjustments  as set forth in
          Schedule  2.2.  Additionally,  the  Purchase  Price shall be allocated
          among tangibles and intangibles  comprising the Assets as follows: [ ]
          Percent (__%) of the Purchase  Price shall be attributed to the Leases
          and associated  agreements and [_] Percent (__%) of the Purchase Price
          shall be  attributed  to the wells and  Facilities.  Buyer and  Seller
          agree  to be bound  by the  allocation  of the  Purchase  Price  among
          tangible and intangible  Assets set forth herein for all tax purposes;
          to consistently  report such  allocations  for all federal,  state and
          local income tax purposes;  and to timely file all reports required by
          the Internal Revenue Code of 1986, as amended, concerning the Purchase
          Price allocations.

     2.3  Adjustments to Purchase Price. The Purchase Price shall be adjusted in
          accordance with this Section 2.3.

          2.3.1     The  Purchase  Price  shall be  increased  by the  following
                    amounts (without duplication):

                    2.3.1.1   The amount of all expenses  relating to the Assets
                              incurred by Seller and  attributable to the period
                              after  the  Effective  Date,   including  (a)  all
                              operating    expenditures,    (b)   all    capital
                              expenditures, royalty disbursements, and severance
                              and  production  tax  payments,  (c)  all  prepaid
                              expenses  paid by Seller and  attributable  to the
                              period after the Effective  Date (other than delay
                              rentals due prior to the Effective  Date), and (d)
                              all  other  expenses  under  applicable  operating
                              agreements, participation,

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                              production   handling,    production   processing,
                              exploration and  development  agreements and other
                              similar types of agreements  which cover or relate
                              to any of the Assets  between  Seller and Buyer or
                              any other  unaffiliated third party (to the extent
                              not  reimbursed by other parties and to the extent
                              not  related  solely  to  the   negotiations   and
                              consummation of this Agreement);

                    2.3.1.2   An  amount  equal  to  the  market  value  of  all
                              hydrocarbons   in  storage   above  the   pipeline
                              connection on the Effective Date that are produced
                              from,  attributable  to, or otherwise  credited to
                              the Assets;

                    2.3.1.3   The amount of any  property  or ad  valorem  taxes
                              assessed  against or  related  to the Assets  that
                              were paid by Seller  prior to the  Effective  Date
                              but prorated to Buyer in  accordance  with Section
                              5;

                    2.3.1.4   Under-delivered Hydrocarbon Imbalances; and

                    2.3.1.5   Any other amount agreed upon by Seller and Buyer.

          2.3.2     The  Purchase  Price  shall be  decreased  by the  following
                    amounts:

                    2.3.2.1   An amount equal to the gross proceeds  received by
                              Seller  from  the  sale of  Hydrocarbons  produced
                              from,  attributable  to, or otherwise  credited to
                              the Assets after the Effective Date;

                    2.3.2.2   The amount of any  property  or ad  valorem  taxes
                              assessed  against or  related  to the Assets  that
                              will be paid by Buyer after the Effective Date but
                              prorated to Seller in accordance with Section 5;

                    2.3.2.3   Reductions  due  to  Defects  as  provided  for in
                              Section 7.4;

                    2.3.2.4   Reductions  due to  Casualty  Loss as  provided in
                              Section 11.1;

                    2.3.2.5   Any unpaid joint interest billings relating to the
                              Assets  and  attributable  to the  period  of time
                              prior to the Effective Date;

                    2.3.2.6   Over-delivered Hydrocarbon Imbalances; and

                    2.3.2.7   Any other amount agreed upon by Seller and Buyer.

     2.4  Closing  Statement.  Seller  shall  prepare  and  deliver  to Buyer an
          accounting   statement  to  be  executed  at  Closing  (the   "Closing
          Statement")  no later than two (2) business days prior to Closing that
          shall  set  forth  the  adjustments  to the  Purchase  Price  made  in
          accordance  with this Agreement  (with the exception of those provided
          for under 2.3.1.3 and 2.3.2.3 above),  it being  understood and agreed
          that the Closing  Statement shall contain  reasonable  estimates where
          actual amounts are

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          not known at the Closing  and that as actual  costs and  revenues  are
          known,  these  amounts  will  be  taken  into  account  in  the  Final
          Accounting   Statement  provided  for  in  Section  9.5.  The  Closing
          Statement  shall be prepared in  accordance  with  generally  accepted
          accounting principles used in the oil and gas industry.

     2.5  Effective  Date of Sale.  The effective date of the sale of the Assets
          described in Section 1.1,  hereof,  shall be September 30, 2014, as of
          7:00 a.m., Mountain Time Zone (the "Effective Date").

3.   ALLOCATION OF REVENUES.

     3.1  Allocation of Revenues. Seller shall receive (or receive credit in the
          Closing  Statement or the Final Accounting  Statement,  as applicable,
          for) all proceeds from the sale of  hydrocarbons  physically  produced
          from or allocable to the Assets prior to the Effective Date, and shall
          also receive (or receive credit in the Closing  Statement or the Final
          Accounting  Statement,  as  applicable,  for) all other  revenues  and
          benefits attributable to the Assets accruing or relating to any period
          prior to the  Effective  Date.  Buyer shall  receive all  proceeds (or
          receive  credit  in the  Closing  Statement  or the  Final  Accounting
          Statement,   as  applicable,   for)  from  the  sale  of  Hydrocarbons
          physically  produced  from or  allocable to the Assets on or after the
          Effective  Date,  and shall also  receive  (or  receive  credit in the
          Closing  Statement or the Final Accounting  Statement,  as applicable,
          for) the proceeds of all other revenues and benefits  attributable  to
          the Assets  accruing  or relating  to any period  after the  Effective
          Date.

     3.2  Payment of Invoices.  After the  Closing,  Seller shall be required to
          pay only that portion of any invoice  received  that is  applicable to
          work  performed or materials  received or production  handled prior to
          the Effective  Date;  other charges and invoices  shall be returned to
          the vendor for rebilling to Buyer. Similarly, after the Closing, Buyer
          shall pay only that portion of any invoice received that is applicable
          to work  performed or materials  received or production  handled on or
          subsequent to the Effective Date;  other charges and invoices shall be
          returned to the vendor for rebilling to Seller.

4.   ASSUMPTION OF LIABILITIES AND INDEMNIFICATION.

     4.1  Abandonment  Obligations.  Buyer  assumes  and shall  timely and fully
          satisfy  Seller's share of the  Abandorunent  Obligations  (as defined
          below)  associated  with  the  Assets.   As  used  herein,   the  term
          "Abandonment  Obligations"  shall mean and include those  obligations,
          defined by regulation as of the Effective  Date,  associated  with and
          liability for (i) the plugging and abandonment of the Wells,  (ii) the
          removal of pipelines used in connection with the Wells,  and (iii) the
          clearance,  restoration and remediation of the surface and cleanup and
          complete reclamation of the Leases associated with the Wells.

     4.2  Contract  Obligations.  In its elections and for the operations of the
          Assets,  all on or after the Effective  Date,  Buyer shall observe and
          comply with all covenants, terms, and provisions,  express or implied,
          contained in the Assumed Contracts and Buyer

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          shall  assume and be  responsible  for those  express  obligations  of
          Seller accruing under such Assumed Contracts on or after the Effective
          Date.  If any agreement or contract  which is not an Assumed  Contract
          and which materially  affects the value of the Assets is discovered by
          Buyer or brought to Buyer 's attention by a third party after Closing,
          Seller and Buyer shall  negotiate to resolve the  assignment of rights
          and the assumption of obligations under such agreement or contract.

     4.3  Buyer's General  Indemnification  . Buyer shall indemnify,  defend and
          hold Seller, its directors,  officers,  employees, agents, consultants
          and  representatives  and  affiliated  or parent  companies  and their
          directors,    officers,    employees,    agents,    consultants    and
          representatives (which additional parties are hereinafter collectively
          referred  to as the  "Seller's  Parties")  harmless  from  any and all
          Claims  (as  hereinafter  defined)  arising  out  of,  related  to  or
          connected with, directly or indirectly, Buyer's ownership or operation
          of the Assets or any part thereof on or after the  Effective  Date (no
          matter when  asserted),  or arising out of any of the  obligations  or
          liabilities assumed by Buyer hereunder, including Claims relating to:

          a.   injury or death of any person whomsoever ;

          b.   damages to or loss of any property or resources;

          c.   breach of contract;

          d.   common law causes of action such as negligence, strict liability,
               nuisance or trespass; or

          e.   fault imposed by law or otherwise.

          This indemnity and defense  obligations applies regardless of cause or
          of any  negligent  acts or  omissions  of Seller or  Seller's  Parties
          (including sole negligence,  concurrent negligence or strict liability
          of Seller or Seller's Parties).

          As used in any provision of this  Agreement,  "Claims"  shall mean all
          liabilities,  losses,  costs,  damages,  fees and expenses (including,
          without limitation,  expenses associated with investigation of claims,
          testing,   assessment  and  remedial   actions),   penalties,   fines,
          obligations,  judgments,  costs  of  investigation,  attorney's  fees,
          expert's  fees  and  disbursements  of  any  kind  or  of  any  nature
          whatsoever,  claims,  actions,  causes of  action,  demands,  filings,
          investigations,  and  all  costs  of any  administrative  proceedings,
          arbitrations,   settlements,   mediations,   suits  or   other   legal
          proceedings.

     4.4  Seller's General Indemnification.  Seller shall indemnify,  defend and
          hold  Buyer,   its   directors,   officers,   employees,   agents  and
          representatives  and affiliated or parent companies (which  additional
          parties  are  hereinafter  collectively  referred  to as the  "Buyer's
          Parties") harmless from any and all Claims arising out of, related to,
          or  connected  with  Seller's  breach  of any of its  representations,
          warranties, covenants or agreements contained in this Agreement.

                                       -8-
<PAGE>

     4.5  Assumption and Indemnification of Environmental Risk and Environmental
          Liabilities   by  Buyer.   At  Closing,   Buyer   shall   assume  full
          responsibility   for,   and  shall   comply   with  and   perform  all
          environmentally-related  duties and  obligations  with  respect to the
          Assets  for all  priods of time,  after the  Effective  Date and shall
          indemnify,  defend and hold harmless  Seller and the Seller's  Parties
          from and  against  any and all  Claims  under  any  Environmental  Law
          (hereafter  defined)  with respect to the Assets for such time period.
          The term "Environmental  Law" means all applicable federal,  state and
          local laws in effect as of the  Closing  Date,  including  common law,
          relating  to  the  protection  of  the  public  health,   welfare  and
          environment, including, without limitation, those laws relating to the
          generation,    storage,   handling,   use,   processing,    treatment,
          transportation,  disposal  or other  management  of any  pollutant  s,
          contaminants,  toxins, or extremely hazardous  substances,  materials,
          wastes constituents,  compounds or chemicals that are regulated by, or
          may form the basis of any liability, and such meaning does not include
          good  or  desirable  operating  practices  or  standards  that  may be
          employed or adopted by other oil and gas well operators or recommended
          by any governmental authority.

     4.6  Notice  of  Claims.  Ifa  Claim is  asserted  against  a party to this
          Agreement  for  which  the  other  party  may  have an  obligation  of
          indemnity  and  defense  (whether  under  this  Article 4 or any other
          provision  of  this  Agreement),  the  party  seeking  indemnification
          ("Indemnified  Party") shall give the party from which the Indemnified
          Party seeks  indemnification  ("Indemnifying  Party")  prompt  written
          notice of the Claim, setting forth the particulars associated with the
          Claim (including a copy of the written Claim, if any) as then known by
          the Indemnified Party ("Claim Notice").

     4.7  Defense  of Claims.  Within  thirty  (30) Days after the  Indemnifying
          Party receives a Claim Notice, the Indemnifying Party shall notify the
          Indemnified  Party whether or not the  Indemnifying  Party will assume
          responsibility   for  defense   and   payment  of  the  Claim.   Ifthe
          Indemnifying Party elects not to assume responsibility for defense and
          payment of the Claim,  the Indemnified  Party may defend  against,  or
          enter  into any  settlement  with  respect  to,  the Claim as it deems
          appropriate   without   relieving  the   Indemnifying   Party  of  any
          indemnification  obligations  the  Indemnifying  Party  may have  with
          respect to such Claim. The Indemnifying  Party's failure to respond in
          writing to the Claim Notice within the thirty (30) Day period shall be
          deemed  an   election  by  the   Indemnifying   Party  not  to  assume
          responsibility   for  defense   and   payment  of  the  Claim.   Ifthe
          Indemnifying  Party  elects to assume  responsibility  for defense and
          payment of the Claim:  (a) the  Indemnifying  Party  shall  defend the
          Indemnified  Party against the Claim with counsel of the  Indemnifying
          Party's choice (reasonably acceptable to Indemnified Party which shall
          cooperate with the  Indemnifying  Party in all reasonable  respects in
          such  defense),  (b) the  Indemnifying  Party  shall pay any  judgment
          entered or settlement with respect to such Claim, (c) the Indemnifying
          Party  shall not  consent to entry of any  judgment  or enter into any
          settlement with respect to the Claim that does not include a provision
          whereby  the  plaintiff  or  claimant  in  the  matter   releases  the
          Indemnified  Party from all liability  with respect to the Claim,  and
          (d) the Indemnified Party shall not consent to entry

                                       -9-


<PAGE>
          of any judgment or enter into any settlement with respect to the Claim
          without  the  Indemnifying  Party 's  prior  written  consent.  In all
          instances  the  Indemnified  Party may  employ  separate  counsel  and
          participate in the defense of a Claim, but the Indemnified Party shall
          bear all fees and  expenses  of counsel  employed  by the  Indemnified
          Party.

5.   TAXES

     5.1  Allocation and Payment of Taxes. All property and ad valorem taxes and
          charges  imposed  on any of  the  Assets  for a  taxable  period  that
          includes the Effective  Date shall be prorated  among Buyer and Seller
          based on the number of days that each party owns such  'Assets  during
          such  taxable  period;  and each party  shall be  responsible  for its
          prorated share of such taxes.  Seller shall be responsible for all oil
          and gas production taxes, severance taxes, windfall profits taxes, and
          any other similar taxes applicable to Hydrocarbons produced or drained
          from or attributable to the Leases or the Units prior to the Effective
          Date, and Buyer shall be responsible for all such taxes  applicable to
          Hydrocarbons produced or drained from or attributable to the Leases or
          the Units on and after the Effective Date. Both of the parties believe
          that the sale of the Assets is one  occasional  sale exempt from sales
          or use  taxes.  In the event  that any such  taxes  would be  assessed
          against the transaction,  both parties will cooperate in an attempt to
          eliminate or reduce such taxes.

6.   REPRESENTATIONS AND WARRANTIES

     6.1  Seller's  Representations  and Warranties . Each Seller,  individually
          and not jointly or severally,  represents  and warrants to Buyer that,
          through and as of Closing, the following statements are accurate

          6.1.1     Formation.   Seller  Hot   Springs   Resources,   LTD  is  a
                    corporation duly organized and validly existing, and in good
                    standing  under  the  laws  of the  State  of  Wyoming,  and
                    Merschat   Minerals  LLC  is  a  Wyoming  Limited  Liability
                    corporation  duly organized and validly  existing,  and each
                    Seller  is in good  standing  under the laws of the State of
                    Wyoming  and in  each  jurisdiction  in  which  it  conducts
                    business.  Seller has the  necessary  power and authority to
                    own the Assets and to carry on its business as now conducted
                    and to  enter  into  and to  carry  out  the  terms  of this
                    Agreement.

          6.1.2     Authorization.  The execution and delivery of this Agreement
                    and the consummation of the transactions contemplated hereby
                    have been duly  authorized by all necessary  approval action
                    on  behalf  of  Seller  and  Seller  is not  subject  to any
                    charter,   by-law,   lien,  or   encumbrance  of  any  kind,
                    agreement,  instrument,  order,  or  decree  of any court or
                    governmental  body  (other  than any  governmental  approval
                    required)   which   would   prevent   consummation   of  the
                    transactions contemplated by this Agreement.

          6.1.3     No  Brokers.  Seller  is  not a  party  to,  or in  any  way
                    obligated  under any contract or  outstanding  claim for the
                    payment of any broker's or finder's

                                      -10-


<PAGE>
                    fee in connection with the origin,  negotiation , execution,
                    or  performance  of this Agreement for which Buyer will have
                    any liability.

          6.1.4     Information.   All  material   contracts   and   information
                    affecting the Assets are contained in Seller's  records made
                    available   for  Buyer's  due   diligence   review  and  the
                    information  reported  therein  is  correct  to the  best of
                    Seller's knowledge, in all material respects, as of the date
                    of such delivery,  except that no representation or warranty
                    is made  as to  interpretive  data  included  therein  or to
                    reserve  reports.  From  the  date of this  Agreement  until
                    Closing,  should Seller become aware of any material  change
                    or adverse  effect upon the  material  contracts  of Seller,
                    Seller shall promptly notify Buyer of such change or effect.

          6.1.5     Contracts.  Every material contract  affecting the Assets is
                    listed on Exhibit A as an Assumed Contract and each material
                    Assumed  Contract is in full force and effect and Seller has
                    not  received  any  notice of default  or  violation  of any
                    Assumed   Contract  to  which  Seller  is  a  party  or  any
                    obligation to which Seller is bound materially affecting the
                    Assets.

          6.1.6     Leases.  All  royalties,  overriding  royalties,  and  other
                    payments  applicable  to  Seller's  interest  due  under the
                    Leases have been  properly  and timely paid in all  material
                    respects,  and all  conditions  necessary  to  maintain  the
                    Leases in force and effect have been fully  performed in all
                    material respects to the best of Seller's knowledge.

          6.1.7     Imbalances.  No  Hydrocarbons  produced  from the Leases are
                    subject to an imbalance.

          6.1.8     Marketing.  The Assets are not subject to any contractual or
                    other  arrangement  for the  sale,  dedication,  processing,
                    handling,  gathering,  production handling or transportation
                    of  production,  or otherwise  relating to the  marketing of
                    production, other than those listed on Exhibit A.

          6.1.9     Operations  Matters.  Seller  has no  joint , unit or  other
                    operating agreements relating to the Assets.

          6.1.10    Litigation.  Except as disclosed on Schedule 6.1.10 attached
                    hereto,  there is no suit, action,  claim,  investigation or
                    inquiry  pending  or,  to the  best of  Seller's  knowledge,
                    threatened, arising out of or with respect to the ownership,
                    operation or environmental condition of the Assets.

          6.1.11    Title.  Except as disclosed on Schedule  6.1.11,  Seller has
                    not  previously  sold,  assigned,   transferred,   conveyed,
                    farmed-out, mortgaged, pledged , granted a security interest
                    in,  or  otherwise  alienated  or  encumbered  or  created a
                    reversionary interest in all or any portion of the Assets.

                                      -11-


<PAGE>

          6.1.12    Encumbrances.  The Assets will be  transferred  and assigned
                    free and  unencumbered  from any mortgage,  lien,  financing
                    arrangement,    UCC    filing,    litigation    or    demand
                    ("Encumbrances").\

          6.1.13    DISCLAIMER  OF  WARRANTY  BY  SELLER.  EXCEPT  AS  EXPRESSLY
                    PROVIDED IN THIS  AGREEMENT,  SELLER  MAKES THIS SALE OF THE
                    ASSETS TO BUYER  WITHOUT ANY WARRANTY AS TO THE CONDITION OF
                    THE ASSETS,  INCLUDING  ABSENCE OF VICES OR DEFECTS (WHETHER
                    APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR
                    HIDDEN),  FITNESS FOR ANY  ORDINARY  USE, OR FITNESS FOR ANY
                    INTENDED  USE OR  PARTICULAR  PURPOSE,  EVEN FOR  RETURN  OR
                    REDUCTION  OF THE  PURCHASE  PRICE  OR  OTHERWISE,  IT BEING
                    UNDERSTOOD  THAT  BUYER  TAKES THE ASSETS "AS IS" AND "WHERE
                    IS".  IN  ADDITION,  EXCEPT AS  EXPRESSLY  PROVIDED  IN THIS
                    AGREEMENT,  BUYER  ACKNOWLEDGES  THAT  SELLER  HAS  MADE  NO
                    REPRESENTATIONS  OR  WARRANTIES  OF ANY  KIND OR  CHARACTER,
                    EXPRESS OR IMPLIED,  WITH  RESPECT TO THE  CONDITION  OF THE
                    ASSETS,  INCLUDING,  WITHOUT  LIMITATION,  ANY WARRANTIES OR
                    REPRESENTATIONS  AS TO ABSENCE OF VICES OR DEFECTS  (WHETHER
                    APPARENT OR LATENT, KNOWN OR UNKNOWN, EASILY DISCOVERABLE OR
                    HIDDEN),  FITNESS  FOR ANY  ORDINARY  USE,  FITNESS  FOR ANY
                    INTENDED  USE  OR  PARTICULAR  PURPOSE,   TAX  CONSEQUENCES,
                    ENVIRONMENTAL  CONDITION.  IN ADDITION,  EXCEPT AS EXPRESSLY
                    PROVIDED INTHIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR
                    WARRANTY,  EXPRESS,  IMPLIED,  STATUTORY OR OTHERWISE, AS TO
                    THE ACCURACY OR COMPLETENESS OF ANY DATA, REPORTS,  RECORDS,
                    PROJECTIONS,  INFORMATION  OR MATERIALS  NOW,  HERETOFORE OR
                    HEREAFTER FURNISHED OR MADE AVAILABLE TO BUYER IN CONNECTION
                    WITH THIS SALE,  INCLUDING WITHOUT  LIMITATION,THE  QUALITY,
                    QUANTITY  OR  ENVIRONMENTAL  CONDITION  OF THE ASSETS OR ANY
                    OTHER MATTERS  CONTAINED IN THE DATA OR ANY OTHER  MATERIALS
                    FURNISHED OR MADE  AVAILABLE TO BUYER BY SELLER,ITS  AGENTS,
                    REPRESENTATIVES  OR  EMPLOYEES.   ANY  AND  ALL  SUCH  DATA,
                    RECORDS,   REPORTS,   PROJECTIONS,    INFORMATOTHERMATERIALS
                    FURNISHED BY SELLER OR OTHERWISE MADE AVAILABLE TO BUYER ARE
                    PROVIDED TO BUYER AS A  CONVENIENCE,AND  EXCEPT AS EXPRESSLY
                    PROVIDED IN THIS AGREEMENT, SHALL NOT CREATE OR GIVE RISE TO
                    ANY LIABILITY OF OR AGAINST SELLER.

                                      -12-


<PAGE>

     6.2  Buyer's Representations and Warranties . Buyer represents and warrants
          to Seller that through and as of Closing, the following statements are
          accurate:

          6.2.l     Formation. Buyer is a corporation duly organized and validly
                    existing,  in good standing,  under the laws of Colorado and
                    is or will be prior to Closing,  duly  qualified to carry on
                    its  business  in each of the states in which it is required
                    to be qualified and has the corporate power and authority to
                    own  its  property  and  to  carry  on its  business  as now
                    conducted  and to enter  into and to carry  out the terms of
                    this  Agreement and the  transactions  contemplated  by this
                    Agreement.

          6.2.2     Qualification.  Buyer is qualified to own and operate leases
                    in accordance with applicable laws,  rules,  regulations and
                    orders  governing  the  ownership and operation of leases in
                    the State of Wyoming.

          6.2.3     Authorization.  The  execution,  delivery or  performance by
                    Buyer  of  this  Agreement  and  the   consummation  of  the
                    transactions  contemplated  hereby have been duly authorized
                    by all  necessary  corporate  action  on behalf of Buyer and
                    Buyer  is  not  subject  to any  charter,  by-law,  lien  or
                    encumbrance  of any kind,  agreement,  instrument,  order or
                    decree of any court or governmental body which would prevent
                    consummation of the actions contemplated by this Agreement.

          6.2.4     Capitalization. The entire authorized capital stock of Buyer
                    consists  of   100,000,000   shares  of  common   stock  and
                    25,000,000 shares of preferred stock. Exhibit [_] sets forth
                    the issued and outstanding  capital of the Buyer,  including
                    all outstanding or authorized options, warrants, convertible
                    securities  or other  rights,  agreements,  arrangements  or
                    commitments  of any character  relating to the capital stock
                    of the Buyer or obligating Buyer to issue or sell any shares
                    of capital stock of, or any other  interest in, the Company,
                    and were issued in compliance  with applicable  laws.  Buyer
                    has not  granted  any  preemptive  or similar  rights to any
                    person.

          6.2.5     Warrant  Shares.  Warrant  Shares issued by Buyer,  upon the
                    exercise of the Warrants, will, upon payment of the exercise
                    price or upon net exercise,  be validly  issued,  fully paid
                    and  non-assessable  common  stock  of Buyer  free  from all
                    taxes, liens and charges with respect to the issue thereof.

          6.2.6     Assets.  Buyer has good and marketable  title to, or, in the
                    case of  property  held  under a  lease,  a valid  leasehold
                    interest in, or valid right to use,  all of its  properties,
                    rights and  assets,  whether  real or  personal  and whether
                    tangible or intangible, used by Buyer in connection with the
                    operation of its business.

                                      -13-
<PAGE>

          6.2.7     Compliance with Laws; Permits.  Seller has complied,  and is
                    now complying, with any statute, law, ordinance, regulation,
                    rule,  code,  order,   constitution,   treaty,  common  law,
                    judgment,  decree,  other  requirement or rule of law of any
                    governmental  authority  applicable  to it or its  business,
                    properties or assets. All permits required for the Seller to
                    conduct its business  have been obtained by it and are valid
                    and in full  force and  effect.  All fees and  charges  with
                    respect to such permits as of the date hereof have been paid
                    in full.

          6.2.8     No Brokers. Buyer is not a party to, or in any way obligated
                    under, nor does Buyer have any knowledge of, any contract or
                    outstanding  claim  for  the  payment  of  any  broker's  or
                    finder's  fee in  connection  with the origin,  negotiation,
                    execution, or performance of this Agreement for which Seller
                    will have any liability.

7.   DUE DILIGENCE REVIEW.

     7.1  Review  By Buyer.  Buyer  shall  have  reasonable  access to  Seller's
          records  pertaining  to the Assets and may conduct,  at its sole cost,
          such title  examination or investigation,  and other  examinations and
          investigations,  as it may in its sole  discretion  choose to  conduct
          with respect to the Assets in order to determine  whether  Defects (as
          below defined) exist.  Should,  as a result of such  examinations  and
          investigations,  or  otherwise,  one or more  matters  come to Buyer's
          attention which would constitute a Defect,  Buyer shall promptly,  but
          no later  than  seven  (7) days  prior to  Closing,  notify  Seller in
          writing (a "Notice") of any Defects.

     7.2  Nature of Defects.  The term  "Defect" as used in this Section 7 shall
          mean the following; provided, however, that Permitted Encumbrances (as
          hereinafter defined) shall not constitute Defects:

          (i)  NRI or WI  Variances.  Seller's  ownership  of the Assets is such
               that,  with  respect  to a Well or any of the  Leases  listed  on
               Exhibit A hereto,  it (A)  entitles  Seller to  receive a decimal
               share of the oil, gas and other  hydrocarbons from all depths (or
               if depth  limitations  are noted on  Exhibit  A, from the  depths
               specified), as shown on Exhibit A, which is less than the decimal
               share set forth on Exhibit A in connection with any such Wells or
               lease in the column  headed "Net Revenue  Interest" or (B) causes
               Seller to be  obligated  to bear a  decimal  share of the cost of
               operation  of any such Wells or Lease  greater  than the  decimal
               share set forth on Exhibit A in connection with any such Wells or
               lease in the column headed "Working Interest".

          (ii) Liens.  Seller's ownership of an Asset is subject to a lien other
               than (A) a lien for truces which are not yet  delinquent or (B) a
               mechanic's or materialmen  's lien (or other similar lien),  or a
               lien under an operating  agreement or similar  agreement,  to the
               extent the same  relates to expenses  incurred  which are not yet
               delinquent  or (C)  liens  which  will be  released  at or before
               Closing.

                                      -14-
<PAGE>

          (iii)Imperfections  in  Title.  Seller's  ownership  of  an  Asset  is
               subject to an  imperfection  in title which,  if asserted,  would
               cause a Defect, as defined in subparagraph (i) above.

     7.3  Permitted Encumbrances. As used in this Section 7, the term "Permitted
          Encumbrance" means:

               (a)  lessor's royalties,  non-participating royalties, overriding
                    royalties, and division orders and the terms, conditions and
                    restrictions of any Lease or Assumed  Contract  covering the
                    Hydrocarbons,  and  similar  burdens  if the net  cumulative
                    effect of such  burdens  does not  operate to reduce the net
                    revenue interest in any Asset to an amount less than the net
                    revenue  interest  set forth on  Exhibit A or  increase  the
                    working interest of any of the Assets from that set forth in
                    Exhibit A without a  corresponding  increase  in the revenue
                    interest;

               (b)  subject to the  provisions  of Section 9.2 hereof,  required
                    non-governmental  third party  consents to  assignments  and
                    similar  agreements  with  respect to which prior to Closing
                    (i) waivers or consents  are obtained  from the  appropriate
                    parties,  or (ii) the appropriate  time period for asserting
                    such rights has expired without an exercise of such rights;

               (c)  liens for taxes or assessments not yet due or delinquent;

               (d)  all rights to consent by, required notices to, filings with,
                    or other actions by governmental entities in connection with
                    the sale or  conveyance  of oil and gas leases or  interests
                    therein, if the same are customarily  obtained subsequent to
                    such sale or conveyance  and Buyer and Seller have no reason
                    to believe they cannot be obtained;

               (e)  easements,   rights-of  way,  rights  of  use,   servitudes,
                    permits,  surface  leases  and other  rights in  respect  of
                    surface   operations,   provided  they  do  not   materially
                    interfere with the operation or use of the Assets; and

               (f)  defects,  irregularities  and deficiencies in title of or to
                    any rights-of-way,  rights of use, easements, surface leases
                    or other  rights which in the  aggregate  do not  materially
                    impair  the  use  of  such  rights-of-way,  rights  of  use,
                    easements, surface leases or other rights for the purpose of
                    which such rights will be held by Buyer and would not have a
                    material  adverse effect on the operation or value of any of
                    the Assets.

               (g)  any lien, privilege or encumbrance covering the Assets to be
                    released at or prior to Closing,  which Seller has disclosed
                    on Schedule 7.3.

                                      -15-


<PAGE>

     7.4  Seller's  Response to Notices;  Failure to Respond.  Seller shall have
          seven  (7) days from  receipt  of a Notice to  respond  to any  Notice
          timely  delivered by Buyer  pursuant to this Section 7. Such  response
          must be in writing to be effective and may include an objection to the
          existence  or  amount  of any  claimed  Defect  or  adjustment,  or an
          election to cure any claimed  Defect.  Failure to so respond by Seller
          shall  constitute  a waiver of any rights to cure or object to Defects
          timely  asserted  by Buyer  prior to the  Notice  Deadline.  If Seller
          waives prior to Closing any rights to cure or object to a Defect,  the
          Purchase  Price shall be adjusted by the amount of such Defect claimed
          by Buyer in its  Notice.  The  Purchase  Price  shall not be  adjusted
          unless the total  adjustment  is greater than $20,000 and then only to
          the extent of the excess over $20,000.

     7.5  Election  to Cure.  Whether  Seller  elects to cure or  objects  to an
          asserted Defect,  the Closing shall proceed if otherwise  permitted by
          this  Agreement and the Purchase  Price shall be reduced by the amount
          of such asserted Defect.  If Seller elects to cure (in its response or
          after  arbitration) an asserted  Defect,  Seller shall then have until
          the  Closing,   or,  if  Seller   disputes  the  asserted  Defect  and
          arbitration  of such  dispute  occurs,  60 days after the  arbitration
          proceedings  set forth  below are  completed,  to cure the  underlying
          asserted  Defect at its sole cost,  risk and expense.  The deadline to
          cure any  underlying  defect  shall be extended for up to (30] days as
          long as Seller works diligently  toward such cure. Upon completing the
          cure for any such  Defect,  Seller  shall be  entitled  to  payment in
          immediately  available  funds  within  ten  business  days of the date
          Seller  demonstrates  to  Buyer's  reasonable  satisfaction  that such
          asserted Defect has been cured.

     7.6  Arbitration.  If Seller and Buyer  cannot agree on whether an asserted
          Defect  exists,  or (before or after the Closing)  whether an asserted
          Defect has been  cured,  or the amount of  reduction  in the  Purchase
          Price for any  Defect,  then such issue  shall be  finally  settled by
          binding  arbitration and either party may initiate such arbitration by
          giving notice to the other party.  The place of arbitration is Denver,
          Colorado.

     7.7  Arbitration  Provisions.  The following  provisions shall apply to any
          arbitration proceedings commenced pursuant to Section 7.6:

          (a)  There  will be one  arbitrator  who shall be a  Wyoming  licensed
               title  attorney with 10 years'  applicable  industry  experience,
               mutually   acceptable  to  the  parties.   The  arbitrator  shall
               establish  the  procedures  related  to  the  arbitration  of the
               dispute.

          (b)  The arbitrator  must remain  neutral,  impartial and  independent
               regarding the Dispute and the parties.  The arbitrator  must be a
               lawyer  experienced in the resolution of disputes with experience
               relating to the issues in Dispute.

          (c)  The arbitrator  must remain  neutral,  impartial and  independent
               regarding the Dispute and the parties.


                                      -16-
<PAGE>

          (d)  The parties waive any Claim for, and the  arbitrator has no power
               to award,  the damages  waived and released  under Section 11.17.
               The  arbitrator  has no  authority  to appoint  or retain  expert
               witnesses for any purpose  unless  agreed to by the parties.  The
               arbitrator  has  the  power  to  rule  on  objections  concerning
               jurisdiction,   including  the  existence  or  validity  of  this
               arbitration   clause  and  existence  or  the  validity  of  this
               Agreement.

          (e)  All arbitration fees and costs (with the exception of translation
               costs as  specified  above)  shall be by the losing  party.  Each
               party  shall  bear  its own  costs of  legal  representation  and
               witness expenses.

          (f)  The arbitrator is authorized to take any interim  measures as the
               arbitrator considers or arbitrators consider necessary, including
               the making of interim  orders or awards or partial  final awards.
               An interim order or award may be enforced in the same manner as a
               final award using the procedures  specified below.  Further,  the
               arbitrator is  authorized to make pre- or post-award  interest at
               applicable statutory interest rates during the relevant period.

          (g)  The  Dispute  should be  resolved  as  quickly as  possible.  The
               arbitrator's  award must be issued  within  thirty  days from the
               completion of the hearing, or as soon as possible thereafter.

     7.8  Enforceability.

          (a)  The parties waive  irrevocably their right to any form of appeal,
               review or recourse to any court or other judicial  authority,  to
               the extent that such waiver may be validly made.

          (b)  Except for proceedings to preserve property pending determination
               by the  arbitrator  or  arbitrators  or to enforce an award,  the
               mandatory exclusive venue for any judicial  proceeding  permitted
               in this  Agreement  is the  court of  competent  jurisdiction  in
               Houston,  Texas. The parties consent to the jurisdiction of these
               courts and waive any defenses they have  regarding  jurisdiction.
               Proceedings  to confirm an award may be filed as provided in this
               Section  7.8(b) at any time  within  one year  after the award is
               made.

          Proceedings to enforce  judgment entered on an award may be brought in
          any  court  having  jurisdiction  over the  person  or  assets  of the
          non-prevailing  party.  The  prevailing  party may seek,  in any court
          having  jurisdiction , judicial  recognition of the award, or order of
          enforcement  or any other  order or decree that is  necessary  to give
          full effect to the award.

                                      -17-
<PAGE>

     7.9  Postponement  of Closing;  Payment.  If the aggregate  Purchase  Price
          reduction  claimed  by Buyer  exceeds  10% of the  Purchase  Price and
          neither party has terminated  this Agreement  pursuant to Section 9.3,
          then  the  Closing  will be  postponed  until  the  completion  of the
          arbitration.  If the Seller prevails in such arbitration,  Buyer shall
          pay to Seller in immediately  available funds within ten business days
          from  the  date  of  the  arbitration   panel's  decision  the  amount
          determined by such panel to be owed Seller.

8.   ADDITIONAL COVENANTS

     8.1  Access to Records.  Seller agrees that it will give Buyer,  or Buyer's
          authorized  representatives,  at Seller's office and at all reasonable
          times before the Closing Date,  access to Seller's records  pertaining
          to the Seller's  ownership and the operation of the Assets (including,
          without  limitation,  title  files,  division  order  files,  directly
          related  financial and tax  accounting  records,  well files,  health,
          safety and environmental records, lease files,  abstracts,  production
          records, joint interest billing records,  records relating to platform
          and pipeline construction,  operation and maintenance and production ,
          severance and ad valorem tax  records),  for the purpose of conducting
          due diligence reviews contemplated in Section 7. Buyer may make copies
          of such  records,  at its expense,  but shall,  if Seller so requests,
          return all copies so made if the Closing does not occur;  all costs of
          copying  such  items  shall be borne by  Buyer.  Seller  shall  not be
          obligated  to provide  Buyer with  access to any records or data which
          Seller cannot provide to Buyer without, in its opinion,  breaching, or
          risking a breach of,  agreements  with other parties,  or waiving,  or
          risking waiving, legal privilege.

     8.2  Interim Operation. Seller shall continue to operate the Assets through
          and  including  the 61st day after the  Effective  Date  unless  Buyer
          notifies Seller of its intention to take over operations prior to such
          61st day. Seller covenants that for so long as it operates the Assets,
          except as  provided  herein or  otherwise  consented  to in writing by
          Buyer,  Seller will take all  reasonable  steps  consistent  with past
          practice to maintain the Leases and Units in full force and effect, to
          timely pay Seller expenses attributable to the operation of the Assets
          and satisfy Seller royalty obligations  attributable to the Leases and
          Units and to maintain all Seller insurance  coverage in place prior to
          the Effective  Date, all to the extent  possible as a non- operator of
          the  Assets.  Except as  necessary  in Seller's  opinion in  emergency
          situations,  Seller shall not,  without Buyer's  consent,  voluntarily
          incur any liability or enter into any  commitment  with respect to the
          Assets  which will cost in excess of $10,000 net to Buyer with respect
          to an  individual  project;  cancel any contract  associated  with the
          Assets  except in the ordinary  course of business;  or enter into any
          hedging,   forward  sales  or  similar   agreements  with  respect  to
          production from the Assets.

9.   CLOSING, TERMINATION AND FINAL ADJUSTMENTS

     9.1  Conditions  Precedent.  Each  party's  obligation  to  consummate  the
          transactions   contemplated  by  this  Agreement  is  subject  to  the
          satisfaction or waiver by the other party of the following conditions:

                                      -18-
<PAGE>

          9.1.l     Each party shall have  performed and complied with all terms
                    of this Agreement  required to be performed or complied with
                    by it at or prior to Closing.

          9.1.2     No  action  or  proceeding  by or  before  any  governmental
                    authority  shall have been instituted or threatened (and not
                    subsequently  dismissed,  settled or  otherwise  terminated)
                    which  might  restrain,  prohibit or  invalidate  any of the
                    transactions  contemplated by this Agreement,  other than an
                    action or proceeding  instituted or threatened by a party or
                    any of its affiliates.

          9.1.3     The  representations  and warranties  contained in Section 6
                    shall be true and  correct in all  material  respects on the
                    Closing Date as though made on and as of the Closing Date.

     9.2  Closing.

          9.2.l     The Closing of the transactions  contemplated herein and the
                    transfer of the Assets shall occur on or before  October 31,
                    2014,  at  the  offices  of  Noonan  Land  Services  Casper,
                    Wyoming,  at 10:00 a.m.,  Mountain  Standard  Time,  or such
                    other date, time, and place as Seller and Buyer may agree in
                    writing (the "Closing").

          9.2.2     At Closing, the following shall occur:

                    9.2.2.1   Buyer and Seller  shall  execute  and  acknowledge
                              Assignments in  substantially  the form of Exhibit
                              B, in form  and  substance  sufficient  to  convey
                              title to the Assets in  accordance  with the terms
                              of this Agreement;

                    9.2.2.2   Buyer and Seller shall execute and acknowledge any
                              such other instruments as are reasonably necessary
                              to  effectuate  the  conveyance  of the  Assets to
                              Buyer,  including  without  limitation,   separate
                              assignments  of the Assets on officially  approved
                              forms  in  sufficient   counterparts   to  satisfy
                              applicable  statutory and regulatory  requirements
                              for the transfer of the Assets; and

                    9.2.2.3   At the Closing,  upon and against  delivery of the
                              documents and materials described in this Section,
                              Buyer  shall pay to Seller the  Adjusted  Purchase
                              Price.

     9.3  Termination.  This Agreement and the transactions  contemplated hereby
          may be terminated in the following instances:

          (a)  By mutual consent of the parties;

          (b)  By  either  party,  if the  Closing  shall not have  occurred  as
               hereinabove  provided,  due to the  failure of the other party to
               meet a material condition to Closing;

                                      -19-
<PAGE>

          (c)  By either party, if the aggregate  value of all uncured  Defects,
               subject to Seller's  representations  made at Section 7.2,  which
               have been  excluded  from this sale pursuant to Section 7.3 [NTD:
               CONFIRM CORRECT SECTION  REFERENCE]  exceeds ten percent (10%) of
               the Purchase Price;

          (d)  By either party,  if the aggregate of all Casualty Losses exceeds
               ten percent (10%) of the Purchase Price.

     9.4  Effect of Termination.  If Buyer,  through no fault of Seller,  fails,
          refuses,  or is unable for any reason not permitted by this  Agreement
          to close the sale pursuant hereto,  Seller may, at its option,  assert
          its  right of  specific  performance  or pursue  any  other  rights or
          remedies to which it may be entitled,  at law or in equity.  Likewise,
          if Seller, through no fault of Buyer, fails, refuses, or is unable for
          any reason not permitted by this  Agreement to close the sale pursuant
          hereto,  Buyer  may,  at its  option,  assert  its  right of  specific
          performance  or pursue any other rights or remedies to which it may be
          entitled, at law or in equity.

     9.5  Final Accounting Statement.  Within ninety (90) days after the date of
          Closing, Seller shall prepare a final accounting statement (the "Final
          Accounting  Statement")  for the  adjustments  to the  Purchase  Price
          provided for in Section 2.3 and any other adjustments arising pursuant
          to this Agreement.  Seller shall submit the Final Accounting Statement
          to Buyer,  along with copies of third-party  vendor invoices in excess
          of $2,500.00,  or other  evidence of expenses  agreed to by Seller and
          Buyer;  and Buyer  shall have ten (10) days to review same and confirm
          the  accuracy  thereof.  Upon  agreement by Seller and Buyer as to the
          accuracy of said Final Accounting Statement, or upon the expiration of
          said ten (10) day period,  whichever  occurs  first,  Buyer or Seller,
          whichever the case may be, shall promptly pay to the other such sum as
          may be found due,  after making  adjustments  for any payments made at
          Closing in accordance with the Closing Statement.

          If Seller and Buyer are unable to agree to all adjustments  respecting
          the Final  Accounting  Statement  within ten (10) days  after  Buyer's
          receipt  of  the  Final  Accounting  Statement  submitted  by  Seller,
          adjustments  which are not in dispute shall be made between  Seller or
          Buyer  at  the  expiration  of  such  10-day  period,  and  as to  the
          adjustments  which remain in dispute,  Seller and Buyer shall continue
          to  negotiate  in good  faith  to reach a final  agreement  as to such
          disputed  adjustments.  Provided,  however,  if  Seller  and Buyer are
          unable to agree to such  final  adjustments  within  thirty  (30) days
          after Seller provides the Final Accounting  Statement to Buyer, either
          party may submit  such  disagreement  to  arbitration  as  provided in
          Sections 7.6 and 7.7; provided that, in such instance,  the arbitrator
          shall be a regional  independent  accounting  firm  selected by mutual
          agreement  of the parties.  The costs and expenses of the  arbitration
          shall be borne equally by the parties.  Within five (5) days after the
          decision of the  arbitrator,  the Seller or Buyer, as the case may be,
          shall  promptly  make a cash  payment to the other equal to the sum as
          may be found to be due as the Final Accounting Statement.

                                      -20-
<PAGE>

          Nothing  in this  Section  shall  limit any  right of either  party to
          assert  a  claim  for  revenues  or  reimbursement   after  the  Final
          Accounting Statement,  and in this regard (i) should any party receive
          revenues  to which the other is  entitled,  such party  shall pay over
          such  revenues  to the  appropriate  party  within 30 days of  receipt
          thereof, and (ii) should any party pay for costs or expenses for which
          the other party is  responsible,  such party shall reimburse the other
          party  within 30 days of the date the  responsible  party  receives an
          invoice for such costs and expenses.

10.  GOVERNING LAW AND VENUE

     10.1 Governing Law. This Agreement is governed by and interpreted under the
          laws of the State of  Wyoming,  without  regard  to its  choice of law
          rules.

     10.2 Venue.  The  mandatory  exclusive  venue for any  dispute  between the
          Parties is any state or federal  court of  competent  jurisdiction  in
          Casper,  Wyoming. Each Party consents to the exclusive jurisdiction of
          these courts and waives any defenses it have regarding jurisdiction.

11.  MISCELLANEOUS

     11.l Casualty  Loss of Assets.  If prior to Closing,  any of the Assets are
          damaged or  destroyed by fire or other  casualty (a "Casualty  Loss"),
          Seller  may  repair  the  damage at its cost or,  at its sole  option,
          either reduce the Purchase Price by a mutually  agreed  estimated cost
          of the repair or  replacement  or withdraw the damaged  Asset from the
          sale and reduce the Purchase Price by the allocated value thereof.  If
          Buyer and  Seller  are  unable to agree as to the amount of such price
          reduction  prior to Closing  or if the amount of such price  reduction
          exceeds ten percent (10%) of the purchase Price, then either party may
          elect to terminate  this  Agreement;  provided  that such  terminating
          party is not in default hereunder.

     11.2 Books and Records.  Seller  shall,  at the cost of Seller,  deliver to
          Buyer at Closing or within  three (3)  business  days  thereafter  the
          Records.

     11.3 Publicity.  Seller and Buyer shall consult with each other with regard
          to all press  releases or other public or private  announcements  made
          concerning this Agreement or the transactions contemplated hereby, and
          except as may be required by applicable  laws or the applicable  rules
          and regulations of any governmental agency or stock exchange,  neither
          Buyer nor Seller shall issue any such press release or other publicity
          without the prior written consent of the other party,  which shall not
          be  unreasonably  withheld.  No press  release  shall ever include any
          reserve  estimates or the Purchase Price,  unless agreed to in writing
          by both parties.

     11.4 Entire  Agreement.  This Agreement  constitutes  the entire  agreement
          between Seller and Buyer with respect to the transactions contemplated
          herein,   and  supersedes  all  prior  oral  or  written   agreements,
          commitments,  understandings,  or information  otherwise  furnished by
          Seller to Buyer with respect to such  matters.  No amendment  shall be
          binding unless in writing and signed by both parties. Headings used in
          this Agreement are only for  convenience of reference and shall not be
          used

                                      -21-
<PAGE>



          to define the  meaning of any  provision.  This  Agreement  is for the
          benefit  of Seller  and Buyer  only and not for the  benefit  of third
          parties  except  that this  agreement  may be  assigned  by Buyer to a
          successor company.

     11.5 Notices.  All notices and consents to be given  hereunder  shall be in
          writing  and shall be deemed  to have  been  duly  given if  delivered
          either by personal  delivery,  telex,  telecopy  or similar  facsimile
          means, by certified or registered mail, return receipt  requested,  or
          by courier or delivery service, addressed to the parties hereto at the
          following addresses:

          If to Seller:

          Hot Springs Resources, LTD
          142 N. Lincoln Street
          Casper, WY 82601

          Merschat Minerals LLC
          PO Box 356
          Casper, WY 82602

          With copy to:

          Dorsey & Whitney LLP
          1400 Wewatta Street, Suite 400
          Denver, CO 80202
          Attention: Kenneth Sam, Esq. Email:
          sam.kenneth@dorsey.com

          If to Buyer:
          Terex Energy Corporation 520
          Zang Blvd.
          Suite 250
          Broomfield, CO 80021


          or at such  other  address  and  number as  either  party  shall  have
          previously  designated  by written  notice given to the other party in
          the manner herein above set forth.  Notices shall be deemed given when
          received,  if sent by facsimile means (confirmation of such receipt by
          confirmed    facsimile    transmission   being   deemed   receipt   of
          communications);  and when  delivered  and  receipted for (or upon the
          date  of  attempted   delivery   where   delivery  is   refused),   if
          hand-delivered,  sent by express courier or delivery service,  or sent
          by certified or registered mail, return receipt requested.

     11.6 Governing  Law. This Agreement  shall be governed as prescribed  under
          Article 10.1. The validity of the  conveyances  affecting the title to
          real property  shall be governed by and  construed in accordance  with
          the laws of the jurisdiction inwhich such property is situated. 22

                                      -22-
<PAGE>

     11.7 Confidentiality.  Buyer acknowledges that all information furnished or
          disclosed pursuant hereto by Seller but not already known to or in the
          possession of Buyer must remain  confidential prior to Closing.  Buyer
          may disclose such confidential  information already known to or in the
          possession  of  Buyer  as  permitted  for  that  class  of data or may
          disclose Seller-provided  confidential information or data only to its
          subsidiaries   or   affiliates,    agents,   advisors,    counsel   or
          representatives  (herein  "Representatives") who have agreed, prior to
          being given  access to such  information,  to be bound by the terms of
          this  Agreement  as  its  bears  upon  confidential   information  and
          requirements  of  confidentiality  found  herein.  In the  event  that
          Closing of the  transactions  contemplated  by this Agreement does not
          occur for any reason,  Buyer and its  Representatives  shall  promptly
          return to Seller or destroy all  non-proprietary  or  non-interpretive
          materials  and  information  delivered  or  disclosed  by Seller,  but
          excluding   any   confidential    information,    notes,    summaries,
          compilations,  analyses or other material  derived from the inspection
          or evaluation of material and  information  already known to or in the
          possession of Buyer.

     11.8 Conflict of Interest.  Conflicts of interest related to this Agreement
          are  strictly  prohibited.  Except  as  otherwise  expressly  provided
          herein,  neither Seller nor any director,  employee or agent of Seller
          shall give to or receive from any director, employee or agent of Buyer
          any gift,  entertainment  or other favor of significant  value, or any
          commission,  fee or rebate. Likewise, neither Seller nor any director,
          employee or agent of Seller shall enter into any business relationship
          with any director,  employee or agent of Buyer (or of any affiliate of
          Buyer),  unless  such  person  is  acting  for and on behalf of Buyer,
          without prior written  notification thereof to Buyer. Each party shall
          promptly notify the other party of any violation of this Section,  and
          any  consideration  received by a party as a result of such  violation
          shall be paid over or credited to the other party.  Each party, or its
          designated  representative(s)  , may audit any and all  records of the
          other party for the sole purpose of determining whether there has been
          compliance with this Agreement.

     11.9 Survival.  Except as  provided  in this  Section  11.9,  the terms and
          provisions  of this  Agreement  shall survive the Closing and shall be
          binding upon and inure to the benefit of the parties  hereto and their
          respective successors,  sublessees and assigns. Except for the special
          warranty  contained  in  the  Assignments,   the  representations  and
          warranties of Seller  contained  herein shall survive  Closing for one
          (1) year.

     11.10Further  Cooperation.  After the  Closing,  each party shall  execute,
          acknowledge,  and deliver all documents,  and take all such acts which
          from time to time may be  reasonably  requested  by the other party in
          order to carry out the purposes and intent of this Agreement.

     11.11Counterparts.   This   Agreement  may  be  executed  in  one  or  more
          counterparts  with the same effect as if all signatures of the parties
          hereto were on the same document,  but in such event each  counterpart
          shall  constitute  an  original,  and all of such  counterparts  shall
          constitute one Agreement; but in making proof of this

                                      -23-


<PAGE>

          Agreement,  it shall not be  necessary  to produce or account for more
          than one such counterpart signed by each party.

     11.12Exhibits.  All of the  Exhibits  referred  to in  this  Agreement  are
          hereby  incorporated into this Agreement by reference and constitute a
          part of this  Agreement.  Each party to this Agreement and its counsel
          has received a complete set of Exhibits  prior to and as a part of the
          execution of this Agreement.

     11.13Severability.  If any term or provision of this  Agreement is invalid,
          illegal or incapable  of being  enforced by any rule of law, all other
          conditions and provisions of the Agreement shall  nevertheless  remain
          in full force and effect so long as the economic or legal substance of
          the transaction  contemplated hereby is not affected in any materially
          adverse manner to the other party.

     11.14Expenses and  Recording.  Except as otherwise  specifically  provided,
          all  fees,  costs  and  expenses   incurred  by  Buyer  or  Seller  in
          negotiating   this  Agreement  or  in  consummating  the  transactions
          contemplated  by this Agreement  shall be paid by the party  incurring
          the same,  including,  without limitation,  legal and accounting fees,
          costs and  expenses.  Buyer  shall be  responsible  for the filing and
          recording of the Assignments and other instruments  required to convey
          title  to  the  Assets  to  Buyer.   Buyer  shall  bear  all  required
          documentary,  filing  and  recording  fees and  expenses  incurred  in
          connection therewith.

     11.15Nominations and Accounting Responsibilities.  The parties hereto agree
          that with  Closing,  Buyer will  secure its own oil and gas  marketing
          arrangements  for the  Hydrocarbons  and will  perform the  accounting
          responsibilities and procedures,  including payment of royalties,  and
          regulatory reporting on the Assets beginning with the first production
          month that begins at least thirty (30) days after the Closing, subject
          to current gas Sales Contracts and Crude sales Contracts.

     11.16MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES.  NEITHER PARTY SHALL BE LIABLE
          TO THE  OTHER  FOR  CONSEQUENTIAL,  INCIDENTAL,  PUNITIVE,  EXEMPLARY,
          SPECIAL OR INDIRECT DAMAGES,  WHETHER ARISING IN TORT, CONTRACT, UNDER
          ANY STATUTE,  UNDER ANY INDEMNITY PROVISION OR OTHERWISE.  THE PARTIES
          INTEND  THAT THE  LIMITATIONS  UNDER  THIS  SECTION  11.16  IMPOSED ON
          REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT  REGARD TO THE CAUSE OR
          CAUSES RELATED THERETO, INCLUDING,  WITHOUT LIMITATION, THE NEGLIGENCE
          OR STRICT  LIABILITY OF ANY PARTY,  WHETHER SUCH  NEGLIGENCE  BE SOLE,
          JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE.

     11.17NON-SOLICITATION  OF  EMPLOYEES.  For a period of two (2) years  after
          the Closing,  neither Party shall solicit or cause the solicitation of
          any  employee of the Party for the  purposes of  employment  with such
          Party.

     IN WITNESS  WHEREOF,  the  Parties  hereto  have  caused  their  authorized
representatives  to execute  this  Agreement  effective  on the date first above
written.

                                      -24-

<PAGE>

SELLER:


HOT SPRINGS RESOURCES LTD

By: /s/
--------------------------
Title: President



                                        BUYER:

MERSCHAT MINERALS LLC                   TEREX ENERGY CORPORATION

/s/                                     /s/ Donald Walford
--------------------------              -------------------------
By:                                     By:
Name:                                   Name: Donald Walford
Title: Manager                          Title: CEO

























                                      -25-
<PAGE>
                                  EXHIBIT "A-1"

      ATTACHED TO THE PURCHASE AND SALE AGREEMENT DATED SEPTEMBER 30, 2014,
        BETWEEN HOT SPRINGS RESOURCES, LTD AND MERSCHAT MINERALS, LLC, AS
                 SELLERS AND TEREX ENERGY CORPORATION, AS BUYER

                         LEASES INSIDE BURKE RANCH UNIT

      THE NET REVENUE INTERST (INSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
                     TEREX ENERGY COPORATION SHALL BE 79.25%

                                 FEDERAL LEASES

  Lease        Effective  Lease                 Land                     Gross
  Number          Date    Status            Description                  Acres
-------------  ---------- ------  ------------------------------------ ---------
WYW-002045      11/1/1950   HU    T37N, R78W                               80.00
                                  Sec.   8: SWNW, SWSE

WYW-002046A     11/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 8: W/2SW

WYW-100546      11/1/1950   HU    T37N, R78N                               76.97
                                  Sec. 7: Lot 3, NESW

WYC-0081317D    11/1/1950   HU    T37N, R78W                              273.59
                                  Sec. 7: Lots 1, 2,E/2NW, W/2SE, NESE

WYC-0081317B    11/1/1950   HU    T37N, R78W                              277.08
                                  Sec. 7: Lot 4, SESW
                                  T37N, R79W
                                  Sec. 12:  E/2E/2, NWSE

WYW-002118C     12/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 17:  N/2SW

WYC-0068674      3/1/1948   HU    T37N, R78W                               40.00
                                  Sec. 17: NENE

WYW-0002046     11/1/1950   HU    T37N, R78W                              320.00
                                  Sec. 7: NE
                                  Sec. 8: E/2SW
                                  Sec. 17: N/2NW

WYC-0082253A    11/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 18: SENE
                                  T37N, R79W
                                  Sec. 13: NWNE

WYC-0081316B     7/1/1950   HU    T37N, R79W                               40.00
                                  Sec. 12: SWSE

WYW-0004997B     3/1/1951   HU    T37N, R78W                               40.00
                                  Sec. 17: NWNE

WYVV-0002118    12/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 17: N/2SE
                                                                     -----------
                                                         TOTAL ACRES    1,467.64

                                   Page 1 of 2
<PAGE>

                                   FEE LEASES

                             INSIDE BURKE RANCH UNIT

                             Land                       Gross       Effective
       Lessor              Description                  Acres          Date
------------------------  ---------------------------  -------    ------------
William J Burke, et ux     T37N, R78W                   80.00       3/25/1954
                           Sec.  7: SESE
                           Sec. 18: NENE

Teapot Sheep Company       T37N, R78W                  120.00       9/12/1950
                           Sec. 17: S/2NW, SWNE

Joseph M. Wimsatt          T37N, R78W                  197.22       2/18/1950
                           Sec. 18: Lot 1,NENW, W/2NE

                           T37N, R79W
                           Sec. 13: NENE

Teapot Sheep Company       T37N, R78W                   40.00       9/12/1950
                           Sec. 17: SENE

                                                      --------
                              TOTAL ACRES              437.22

























                                  Page 2 of 2
<PAGE>

                                  EXHIBIT "A-2"

                         LEASES OUTSIDE BURKE RANCH UNIT

      THE NET REVENUE INTERST (OUTSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
                     TEREX ENERGY COPORATION SHALL BE 80.00%

                                   FJEDElRAL LEASES

    Lease                   Legal                       Gross   Expiration
   Number                Description                    Acres      Date      NRI
------------   -------------------------------------    ------  ----------  ----
WYW-172996     T37N, R78W                                76.62  7/31/2016    80
               Sec. 6: Lot 7, SESW

WYW-172997     T37N, R78W                               275.30  7/31/2016    80
               Sec. 18: Lots 3, 4, SESW, SE

WYW-172999     T37N, R79W                                       7/31/2016    80
               Sec.  1: Lots 1, 2, 3, 4, S/2N/2, SW     448.70
               Sec.  2: Lots 1, 2, 3, 4, S/2NE, SWNW    276.40
               Sec. 12: NW                              160.00
               Sec. 13: NESW, SE                        200.00

WYW-173000     T37N, R79W                                       7/31/2016    80
               Sec. 14: E/2NE, W/2                      400.00

WYW-174754     T37N, R78W                                       9/30/2017    80
               Sec. 8: NWSE                              40.00

WYW-174758     T37N, R79W                                       9/30/2017    80
               Sec.  2:  SENW                            40.00
               Sec. 12: W/2NE                            80.00

WYW-176541     T37N, R78W                                        8/1/2020    80
               Sec. 15: S/2NW,NWSW                      120.00
               Sec. 17: SWSE                             40.00
WYW-177364     T37N, R78W                                       11/1/2020    80
            ---------------------
                Sec. 17:  S/2SW                          80.00
                                                      --------
                                          TOTAL ACRES 2,237.02







                                  Page 1 of 2
<PAGE>
                                   FEE LEASES
                                    OUTSIDE
                                BURKE RANCH UNIT

                             Land               Gross      Expiration
   Lessor                 Description           Acres         Date        NRI
--------------------     --------------------- --------   ------------   ----
Bantry Bay, LLC          T37N, R79W             360.00      1/10/2016     80
                         Sec. 13: W/2SW, SESW
                         Sec. 14: W/2NE, SE

Buduwawi, Ltd            T37N, R79W             240.00      11/12/2015    80
                         Sec. 14: W/2NE, SE
                                               --------
                                TOTAL ACRES     600.00



                                   STATE LEASE
                                  OUTSIDE BURKE
                                   RANCH UNIT

                             Land               Gross      Expiration
   Lessor                 Description           Acres         Date        NRI
--------------------     --------------------- --------   ------------   ----

14-00097                  T37N, R78W            40.00       6/2/2019      80
                          Sec. 9:  NESW

14-00098                  T37N, R78W            40.00        6/2/2019     80
                          Sec. 16: NWNE
                                               --------
                                TOTAL ACRES     80.00




   TOTAL ACRES INSIDE UNIT:                   1,904.86
   TOTAL ACRES OUTSIDE UNIT:                  2,917.02
                                              --------
   TOTAL ACRES:                               4,821.88









                                  Page 1 of 2

<PAGE>
                           ASSIGNMENT AND BILL OF SALE
                          -----------------------------

     THIS  ASSIGNMENT  AND  BILL OF SALE  ("Assignment  ")  dated  ,  2014,  but
effective  from and after 7:00 a.m.,  October 1, 2014 (said latter date and time
hereinafter  referred to as the "Effective Date"), is by and between Hot Springs
Resources,  LTD a Wyoming  corporation  and  Marschat  Minerals  LLC,  a Wyoming
limited liability company, both having an offices in Casper Wyoming ("Assignor")
and Terex Energy Corporation,  a Colorado  corporation,  having an office at 520
Zang Blvd. Broomfield, Colorado 80021 ( "Assignee").

                              W I T N E S S E T H:

1.   Conveyance.  For and in  consideration of the sum of One Hundred and No/100
     dollars  ($100.00),  cash in hand paid, and other  valuable  consideration,
     including the assumption by Assignee of certain obligations and liabilities
     described in that certain  Purchase and Sale Agreement  dated September 30,
     2014, by and between Assignor, as Seller, and Assignee, as Buyer ("Purchase
     and Sale  Agreement"),  the  receipt  and  sufficiency  of which are hereby
     acknowledged,  Assignor, subject to said Purchase and Sale Agreement (which
     Purchase and Sale  Agreement is  incorporated  herein by reference  for all
     purposes), does hereby sell, transfer, assign, convey, set over and deliver
     unto Assignee  (without  warranty of any kind,  express or implied,  except
     that Assignor  shall warrant title to Assignee as to the Assets (as defined
     below),  and in  particular  to  the  working  interests  and  net  revenue
     interests shown on Exhibit A, against the claims of all persons claiming an
     interest  therein by,  through or under  Assignor,  hereinafter  called the
     "Special  Warranty"),  with subrogation against Assignor's  predecessors in
     title, excluding Affiliates,  subject to the terms hereof, all of Assignor'
     s rights,  title and interests in and to the following  (collectively,  the
     "Assets"):

     a.   The oil and  gas  leases,  mineral  executive  interests,  contractual
          rights,  rights to  explore,  produce  and  develop,  rights to drain,
          wellbore  interests  and/or  properties  set  forth in  Exhibit  A and
          further including, if applicable, all renewals and extensions of those
          leases  and all  leases  issued in  substitution  therefore  (any such
          rights or interests collectively referred to as the "Leases").

     b.   Any   unitization,    pooling   and/or   communitization   agreements,
          declarations, designations or orders relating to the Leases and all of
          Assignor's  interest in and to the properties covered or units created
          thereby to the extent  attributable to the Leases  (collectively,  the
          "Units").

     c.   All oil and gas wells, salt water disposal wells,  injection wells and
          other wells located on affecting or draining any of the Leases, within
          the Units or as listed on Exhibit A (collectively, the "Wells").

     d.   All structures,  facilities,  foundations,  wellheads,  tanks,  pumps,
          compressors, separators, heater treaters, valves, fittings, equipment,
          machinery,  fixtures, flowlines,  pipelines, tubular goods, materials,
          tools, supplies, improvements, and any other real, personal, immovable
          and mixed  property  located on, used in the operation of, or relating
          to the production, treatment, non-regulated transportation, gathering,

                                      -1-
<PAGE>
          marketing,  sale,  processing,  handling or disposal of  hydrocarbons,
          water, and associated substances produced from the Leases or the Units
          (the "Facilities") .

     e.   all natural gas,  casinghead  gas, drip  gasoline,  natural  gasoline,
          natural  gas  liquids,  condensate,  products,  crude  oil  and  other
          hydrocarbons,whether  gaseous or liquid,  produced or drained  from or
          allocable  to the Assets  (as  hereinafter  defined)  on and after the
          Effective Date (the "Hydrocarbons").

     f.   To the extent  transferable,  all contracts,  permits,  rights-of-way,
          easements,  licenses,  servitudes,  transportation agreements, pooling
          agreements,    operating   agreements,   gas   balancing   agreements,
          participation and processing agreements,  confidentiality  agreements,
          side letter agreements and any other agreement, document or instrument
          listed on  Exhibit  A INSOFAR  ONLY as they  directly  relate  and are
          attributable to the Leases, Units, Wells, Hydrocarbons,  or Facilities
          or the  contractual  and  wellbore  rights  thereon  or therein or the
          ownership  or  operation  thereof,   or  the  production,   treatment,
          non-regulated transportation,  gathering, marketing,  sale,processing,
          handling disposal,  storage or transportation of hydrocarbons,  water,
          or substances associated therewith (the "Assumed Contracts").

     g.   Records relating to the Leases,  Units, Wells,  Hydrocarbons,  Assumed
          Contracts and Facilities in the possession of Assignor (the "Records")
          and  including as follows:  all (i) lease,  land,  and division  order
          files (including any abstracts of title, title opinions,  certificates
          of title,  title curative  documents,  and division  orders  contained
          therein),  (ii) the  Assumed  Contracts;  (iii)  all  well,  facility,
          operational,   environmental,   regulatory,  compliance  and  historic
          production  files and (iv) all geological files relating to the Leases
          (the  "Geologic  Data"),  but not  including  any  records  which  (A)
          Assignor  is  prohibited  from  transferring  to  Assignee  by  law or
          existing  contractual  relationship,  or which (B) constitute Excluded
          Assets (as hereinafter defined in Section 2)

2.   Exclusions and Reservations:  Specifically  excepted and reserved from this
     Assignment  are the  following,  hereinafter  referred to as the  "Excluded
     Assets":

     a.   Assignor's  reserve estimates,  economic analyses,  pricing forecasts,
          legal files or opinions  (except  abstracts of title,  title opinions,
          certificates  of title,  or title  curative  documents  as provided in
          Section l.g above),  attorney-client  communications  or attorney work
          product,   and  records  and  documents  subject  to   confidentiality
          provisions, claims of privilege or other restrictions on access.

     b.   All  corporate,  financial,  and tax  records  of  Assignor;  however,
          Assignor  shall furnish  Assignee with copies of any financial and tax
          records which  directly  relate to the Assets,  or which are necessary
          for Assignee's ownership,  administration,  or operation of the Assets
          upon receipt of a written request from Assignee  indicating its desire
          to obtain copies, and the purpose for same.

                                      -2-
<PAGE>

     c.   All oil, gas and other liquid or gaseous hydrocarbons produced from or
          attributable to Assignor's  interest in the Assets with respect to all
          periods prior to the Effective  Date,  together with all proceeds from
          the sale of such hydrocarbons.

     d.   Claims of Assignor for refund of or loss carry  forwards  with respect
          to (i) production, windfall profit, severance, ad valorem or any other
          taxes  attributable  to  the  Assets  for  _any  period  prior  to the
          Effective Date, (ii) income or franchise taxes.

     e.   All amounts due or payable to Assignor as adjustments or refunds under
          any  contracts or  agreements  affecting  the Assets,  with respect to
          periods prior to the Effective Date, specifically  including,  without
          limitation, amounts recoverable from audits under operating agreements
          and any overpayments of royalties.

     f.   Subject to the terms hereof, all monies, proceeds, benefits, receipts,
          credits,  income or revenues (and any security or other deposits made)
          attributable  to the  Assets  or the  operation  thereof  prior to the
          Effective Date.

     g.   All Assignor' s patents, trade secrets,  copyrights,  names, marks and
          logos.

     h.   Assignor's service agreements and charter party agreements, storage or
          warehouse agreements, supplier contracts, service contracts, insurance
          contracts, and construction agreements.

     TO HAVE AND TO HOLD the Assets unto  Assignee,  its  successors and assigns
forever,  subject to the terms, conditions and reservations set forth herein, in
the Leases,  the Units,  the Assumed  Contracts,  and in the  Purchase  and Sale
Agreement.

3.   Purchase  and  Sale  Agreement.  This  Assignment  is made  subject  to the
     unrecorded  Purchase  and Sale  Agreement.  Any term  used  herein  and not
     defined in this Assignment shall have the definition or meaning given to it
     in the Purchase and Sale  Agreement.  The Purchase and Sale Agreement shall
     be binding  on and inure for the  benefit of the  rightful  successors  and
     pennitted assigns of the Assignor and Assignee.

4.   Assumption  of  Obligations.  Subject to the terms of the Purchase and Sale
     Agreement, in its elections and for the operations of the Assets, all after
     the effective  date,  Assignee shall observe and comply with all covenants,
     terms,  and  provisions,  express  or  implied,  contained  in the  Assumed
     Contracts and Assignee  shall assume and be  responsible  for those express
     obligations of Assignor  accruing under such Assumed  Contracts on or after
     the Effective Date.

5.   Abandonment  Obligations.  As additional  consideration for the sale of the
     Assets, Assignee shall assume and timely and fully satisfy Assignor's share
     of the  Abandonment  Obligations  (as defined  below)  associated  with the
     Wells. As used herein,  the term "Abandonment  Obligations"  shall mean and
     include those obligations,  defined by regulation as of the Effective Date,
     associated  with and liability for (i) the plugging and  abandonment of the
     Wells,  (ii) the removal of pipelines  used in connection  with the Assets,
     and (iii) the  clearance,  restoration  and  remediation of the surface and
     cleanup and complete reclamation of the Leases associated with the Wells.

                                      -3-
<PAGE>

6.   Entire  Agreement.  This  Assignment  along  with  the  Purchase  and  Sale
     Agreement constitute the entire understanding between Assignor and Assignee
     with regard to the subject matter hereof, superseding all prior statements,
     representations, discussions, agreements and understandings.

7.   Conflicts.  In case of any conflict between the terms and provisions of the
     Purchase  and  Sale   Agreement  and  the  terms  and  provisions  of  this
     Assignment,  the terms and  provisions  of the Purchase and Sale  Agreement
     shall prevail.  Notwithstanding the foregoing,  third parties may rely upon
     this  Assignment for the description of the Assets  conveyed,  which Assets
     are not reduced or diminished inany manner by the terms of the Purchase and
     Sale Agreement.

     IN WITNESS  WHEREOF,  this  Assignment  is executed  by the parties  hereto
before the undersigned competent witnesses,  as of the dates acknowledged below,
but effective the first day of October, 2014.

Witnesses:                              ASSIGNOR:
                                        Hot Springs Resources, LTD

/s/ Jon C. Nicolaysen                   BY: /s/ Bob Dungan
------------------------------          ---------------------------
Signature                               Bob Dungan, President
                                        Hot Springs

                                        Merschat Minerals LLC

                                        By: /s/
                                        ---------------------------
                                        Managing Member

Witnesses:                              ASSIGNEE:
                                        Terex Energy Corporation

W. Edward Nichols
------------------------------
Printed Name:
                                        By: /s/ Donald Walford
                                        ---------------------------
                                        CEO
/s/ W. Edward Nichols
------------------------------

                                        Assignee's Address:
                                        520 Zang Street
                                        Broomfield, CO  80021

                                      -4-
<PAGE>

STATE OF WYOMING

COUNTY OF NATRONA

     On this 20th day of November,  2014,  before me appeared Robert Dungan,  to
me, a Notary Public,  personally  known, who being by me duly sworn did say that
he is the President of Hot Springs  Resources  LTD, a Wyoming  Corporation,  and
that said instrument was signed on behalf of said  corporation,  by authority of
governing  authorization,  and said appearer  acknowledged  that he executed the
same as the free act and deed of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto set my official hand and seal on the
date hereinabove written.


SEAL                                    /s/ Deborah J. May
                                        ---------------------------
                                        Notary Public in and for the
                                        State of Wyoming


STATE OF WYOMING

COUNTY OF NATRONA

     On this 20th day of November,  2014, before me appeared Walter Merschat, to
me, a Notary Public,  personally  known, who being by me duly sworn did say that
he is the Managing Member of Merschat  Minerals LLC, a Wyoming limited liability
corporation,  and that said instrument was signed on behalf of said corporation,
by authority of governing authorization,  and said appearer acknowledged that he
executed the same as the free act and deed of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto set my official hand and seal on the
date hereinabove written.


SEAL                                    /s/ Deborah J. May
                                        ---------------------------
                                        Notary Public in and for the
                                        State of Wyoming

                                      -5-
<PAGE>

STATE OF COLORADO

COUNTY OF BROOMFIELD


     On this 3rd day of November,  2014,  before me appeared Donald Walford , to
me, a Notary Public,  personally  known, who being by me duly sworn did say that
he is the CEO of Terex Energy Corporation, a Colorado corporation, and that said
instrument  was  signed in  behalf  of said  corporation,  by  authority  of its
governing  authorization,  and said appearer  acknowledged  that he executed the
same as the free act and deed of said corporation.

     IN WITNESS  WHEREOF,  I have  hereunto set my official hand and seal on the
date hereinabove written.


SEAL                                    /s/ Nancy Moore
                                        ------------------------------
                                        Notary Public in and for the
                                        State of Colorado




                                   EXHIBIT A

                                      -6-
<PAGE>
                                  EXHIBIT "A-1"

      ATTACHED TO THE PURCHASE AND SALE AGREEMENT DATED SEPTEMBER 30, 2014,
        BETWEEN HOT SPRINGS RESOURCES, LTD AND MERSCHAT MINERALS, LLC, AS
                 SELLERS AND TEREX ENERGY CORPORATION, AS BUYER

                         LEASES INSIDE BURKE RANCH UNIT

      THE NET REVENUE INTERST (INSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
                     TEREX ENERGY COPORATION SHALL BE 79.25%

                                 FEDERAL LEASES

  Lease        Effective  Lease                 Land                     Gross
  Number          Date    Status            Description                  Acres
-------------  ---------- ------  ------------------------------------ ---------
WYW-002045      11/1/1950   HU    T37N, R78W                               80.00
                                  Sec.   8: SWNW, SWSE

WYW-002046A     11/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 8: W/2SW

WYW-100546      11/1/1950   HU    T37N, R78N                               76.97
                                  Sec. 7: Lot 3, NESW

WYC-0081317D    11/1/1950   HU    T37N, R78W                              273.59
                                  Sec. 7: Lots 1, 2,E/2NW, W/2SE, NESE

WYC-0081317B    11/1/1950   HU    T37N, R78W                              277.08
                                  Sec. 7: Lot 4, SESW
                                  T37N, R79W
                                  Sec. 12:  E/2E/2, NWSE

WYW-002118C     12/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 17:  N/2SW

WYC-0068674      3/1/1948   HU    T37N, R78W                               40.00
                                  Sec. 17: NENE

WYW-0002046     11/1/1950   HU    T37N, R78W                              320.00
                                  Sec. 7: NE
                                  Sec. 8: E/2SW
                                  Sec. 17: N/2NW

WYC-0082253A    11/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 18: SENE
                                  T37N, R79W
                                  Sec. 13: NWNE

WYC-0081316B     7/1/1950   HU    T37N, R79W                               40.00
                                  Sec. 12: SWSE

WYW-0004997B     3/1/1951   HU    T37N, R78W                               40.00
                                  Sec. 17: NWNE

WYVV-0002118    12/1/1950   HU    T37N, R78W                               80.00
                                  Sec. 17: N/2SE
                                                                     -----------
                                                         TOTAL ACRES    1,467.64

                                   Page 1 of 2
<PAGE>

                                   FEE LEASES

                             INSIDE BURKE RANCH UNIT

                             Land                       Gross       Effective
       Lessor              Description                  Acres          Date
------------------------  ---------------------------  -------    ------------
William J Burke, et ux     T37N, R78W                   80.00       3/25/1954
                           Sec.  7: SESE
                           Sec. 18: NENE

Teapot Sheep Company       T37N, R78W                  120.00       9/12/1950
                           Sec. 17: S/2NW, SWNE

Joseph M. Wimsatt          T37N, R78W                  197.22       2/18/1950
                           Sec. 18: Lot 1,NENW, W/2NE

                           T37N, R79W
                           Sec. 13: NENE

Teapot Sheep Company       T37N, R78W                   40.00       9/12/1950
                           Sec. 17: SENE

                                                      --------
                              TOTAL ACRES              437.22














                                  Page 2 of 2
<PAGE>
                                  EXHIBIT "A-2"

                         LEASES OUTSIDE BURKE RANCH UNIT

      THE NET REVENUE INTERST (OUTSIDE BURKE RANCH UNIT) TO BE DELIVERED TO
                     TEREX ENERGY COPORATION SHALL BE 80.00%

                                   FJEDElRAL LEASES

    Lease                   Legal                       Gross   Expiration
   Number                Description                    Acres      Date      NRI
------------   -------------------------------------    ------  ----------  ----
WYW-172996     T37N, R78W                                76.62  7/31/2016    80
               Sec. 6: Lot 7, SESW

WYW-172997     T37N, R78W                               275.30  7/31/2016    80
               Sec. 18: Lots 3, 4, SESW, SE

WYW-172999     T37N, R79W                                       7/31/2016    80
               Sec.  1: Lots 1, 2, 3, 4, S/2N/2, SW     448.70
               Sec.  2: Lots 1, 2, 3, 4, S/2NE, SWNW    276.40
               Sec. 12: NW                              160.00
               Sec. 13: NESW, SE                        200.00

WYW-173000     T37N, R79W                                       7/31/2016    80
               Sec. 14: E/2NE, W/2                      400.00

WYW-174754     T37N, R78W                                       9/30/2017    80
               Sec. 8: NWSE                              40.00

WYW-174758     T37N, R79W                                       9/30/2017    80
               Sec.  2:  SENW                            40.00
               Sec. 12: W/2NE                            80.00

WYW-176541     T37N, R78W                                        8/1/2020    80
               Sec. 15: S/2NW,NWSW                      120.00
               Sec. 17: SWSE                             40.00
WYW-177364     T37N, R78W                                       11/1/2020    80
            ---------------------
                Sec. 17:  S/2SW                          80.00
                                                      --------
                                          TOTAL ACRES 2,237.02







                                  Page 1 of 2
<PAGE>
                                   FEE LEASES
                                    OUTSIDE
                                BURKE RANCH UNIT

                             Land               Gross      Expiration
   Lessor                 Description           Acres         Date        NRI
--------------------     --------------------- --------   ------------   ----
Bantry Bay, LLC          T37N, R79W             360.00      1/10/2016     80
                         Sec. 13: W/2SW, SESW
                         Sec. 14: W/2NE, SE

Buduwawi, Ltd            T37N, R79W             240.00      11/12/2015    80
                         Sec. 14: W/2NE, SE
                                               --------
                                TOTAL ACRES     600.00



                                   STATE LEASE
                                  OUTSIDE BURKE
                                   RANCH UNIT

                             Land               Gross      Expiration
   Lessor                 Description           Acres         Date        NRI
--------------------     --------------------- --------   ------------   ----

14-00097                  T37N, R78W            40.00       6/2/2019      80
                          Sec. 9:  NESW

14-00098                  T37N, R78W            40.00        6/2/2019     80
                          Sec. 16: NWNE
                                               --------
                                TOTAL ACRES     80.00




   TOTAL ACRES INSIDE UNIT:                   1,904.86
   TOTAL ACRES OUTSIDE UNIT:                  2,917.02
                                              --------
   TOTAL ACRES:                               4,821.88









                                  Page 1 of 2
<PAGE>

                                 SECTION 11.12

                                    EXHIBITS

                                   CONTRACTS







NONE
<PAGE>
                                      WELLS

    API #              LOCATION                    WELL NAME
------------  -------------------------  ---------------------------------------
49-025-06187  T37N, R78W, Sec. 7: SESW   Burke Ranch Unit Well 55

49-025-06181  T37N, R78W, Sec. 7: SWSE   Burke Ranch Unit Well 1-W

49-025-06201  T37N, R78W, Sec. 7: NWSW   Burke Ranch Well Federal C-081317C7

49-025-22441  T37N, R78W, Sec. 18: SENE  Burke Ranch Well Federal 8-18

49-025-06180  T37N, R78W, Sec. 17: NWNW  Burke Ranch Unit Well Federal W-02046 9

49-025-22264  T37N, R78W, Sec. 17: SWSE  Burke Ranch Well Moline W-02118 9-17

<PAGE>

BURKE RANCH UNIT EQUIPMENT INVENTORY


1EA  51'x 24'x 10' Metal  building-water  injection  plant
1EA  Ajax Triplex pump TP ABS-5150 SN 5747 w/DP Ajax engine
1EA  Ajax Triplex pump TP ABS-5150 w/l00 HP electric motor
1EA  Ajax Triplex pump TP ABS-5150 w/125 electric motor
1EA  1O'x 16' Insulated 224 BBL welded steel tank for pump surge storage
1EA  5 HP electric air compressor
1EA  20 HP electric Goulds 3755 centrifugal water pump
1EA  8'x 12' Metal office building
1EA  Free water knockout CE Natco 6' x 15' horizontal
1EA  Free water knockout National 8' x 1O' veticle
5EA  500 BBL bolted steel tanks- oil storage
1EA  LACT unit Contl-Emsco SN 51-454-244-74
1EA  BS&B treater-hearter 10' x 21' SCW 25# WP SN 2769 w/building
1EA  National treater-heater 6' x 20' NW-P 25# SN 66620 w/building
1EA  750 bbl Galvinized bolted Storage tank w/internal heat tube

     WELL #9

     10-3/4" x 1O" C-18 DCT, 2000# WP csg head, 10" x 6" OCT T-16 2000# WP head,
     approx. 3800' 2-7/8" OD 6.5# EUE J-55 tubing, cable and controller

     WELL #5

     Water injection 10-3/4" Cameron WF csg 6000#T, 10" x 6" Cameron tbg 4000#T,
     approx 6500' 2-7/8" OD 6.5# J-55 EUE tubing w/Baker model "R" packer

     WELL #7

     10-3/4" x 10"  Cameron WF csg 2000# WP, 10" x 6" Cameron  tbg head 2000# Wp
     approx.6080'  2-7/8" OD 6.5# J-55 EUE tubing, rod string w/2" diameter pump
     w. EMSCO 160,000 Gearbox P.B 60 hp Elec motor

     WELL #8-18

     10" SC-22 csg head, 3000# Larkin tubing head, approx.  6000' 2-7/8" OD 6.5#
     J-%% EUE tubing

     WELL #9-17

     10"  SC-22 , 3000#  Larkin  tubing  head,  Lufkin  Mark II  640-304-144  SN
     D15041B- 257994 pump unit w/75 HP electric motor,  approx.  6984' 2-7/8" OD
     6.5# J-55 EUE tubing, rod string w/ 1-3/4" diameter pump

     Green Water Truck
     1965 Ford
<PAGE>


                                  SCHEDULE 2.2

                          ALLOCATION OF PURCHASE PRICE












































                                  Schedule 2.2
<PAGE>

                                 SCHEDULE 6.1.9

                              OPERATIONAL MATTERS



                                      NONE












































                                 Schedule 6.1.9
<PAGE>

                                SCHEDULE 6.1.10


                                   LITIGATION



                                      NONE






































                                Schedule 6.1.10
<PAGE>
                                SCHEDULE 6.1.11

                                TITLE EXCEPTIONS



                                      NONE
<PAGE>
                                 SCHEDULE 6.2.4

                            OUTSTANDING COMMON STOCK

                                   7,378,200


                              OUTSTANDING OPTIONS

                                    250,000


                              OUTSTANDING WARRANTS
                   (including the warrants issued hereunder)

                                    800,000
<PAGE>

                                  SCHEDULE 7.3

                       LIENS, PRIVILEGES OR ENCUMBRANCES




                                      NONE