ex10_1.htm


    
      

    

    
      EXHIBIT
10.1

      


      AMENDING
AGREEMENT

      


      THIS AGREEMENT (the “Amending
Agreement”) made effective as of the 31st day of
July, 2008.

      


      AMONG:

      


      AMERPRO INDUSTRIES, INC., a
corporation existing under the laws of Alberta with a business office at 1708
West 6th Avenue,
Vancouver, British Columbia  V6J 5E8

      


      (“Parent”)

      


      AND:

      


      AMERPRO INDUSTRIES US LTD., a
corporation existing under the laws of the State of Nevada with a registered and
records office at 1000, 250 – 2nd Street
SW, Calgary, Alberta  T2P 0C1

      


      (“Participant”)

      


      AND:

      


      GULF WESTERN PETROLEUM
CORPORATION, a corporation existing under the laws of the State of Nevada
with an office at 4801 Woodway Drive, Suite 306W, Houston,
Texas  77056

      


      (“GWPC”)

      


      AND:

      


      GULF WESTERN PETROLEUM, LP, a
registered limited partnership under the laws of the State of Texas with an
office for service at 4801 Woodway Drive, Suite 306W, Houston,
Texas  77056

      


      (“GWPLP”)

      


      AND:

      


      CASKIDS OPERATING COMPANY, a
corporation  with an office at 3637 W. Alabama Street, Suite 400,
Houston, Texas  77027-5902

      


      (“Operator”)


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      WHEREAS:

      


      (A)                     the
parties hereto entered into a Participation and Exclusivity Agreement dated
effective June 10, 2008 pursuant to which, and subject to the terms thereof,
GWPC granted to Participant the exclusive right to conduct due diligence and
participate in drilling opportunities on the Lease (the “Participation
Agreement”);

      


      (B)                     §11.3
of the Participation Agreement provides that such agreement may be amended by an
agreement in writing signed by the parties thereto;

      


      (C)                     the
parties hereto wish to amend the terms of the Participation Agreement in the
manner set forth herein;

      


      NOW THEREFORE in consideration
of the mutual covenants and agreements herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto, the parties hereto agree to amend
the Participation Agreement as follows:

      


      1.                        In
this Amending Agreement capitalized terms not otherwise defined herein will have
the meaning given to them in the Participation Agreement.

       

      2.                        The
definition of “GWPC” is hereby deleted in its entirety and replaced with the
following:

      


      3.                        “Gulf
Western Petroleum Corporation and its wholly owned subsidiary Gulf Western
Petroleum, LP (together referred to as “GWPC”)”

      


      4.                        The
definition of “Exclusivity Period” is hereby deleted in its entirety and
replaced with the following:

      


      “This
exclusive right shall be in effect from the Effective Date until 5 pm August 28,
2008 (the “Exclusivity
Period”).”

      


      5.                        §1.1
of the of the Participation Agreement is hereby deleted in its entirety and
replaced with the following:

      


      “Subject
to the terms and provisions of this Agreement, Participant shall deliver to GWPC
by wire transfer or other immediately available funds the amount of one hundred
thousand dollars ($100,000) (the “Deposit”).”

      


      6.                        §2.3
of the of the Participation Agreement is hereby deleted in its entirety and
replaced with the following:

      


      “The
Closing shall be held at 10:00 a.m. in the registered offices of GWPC on August
28, 2008, or at such other date or time, or in such other location, as GWPC and
Participant may mutually agree in writing (the “Closing”).  Each
Party’s obligations at Closing are each a condition precedent to the other’s
obligations at Closing and each shall be deemed to have occurred
simultaneously.”


      
        
           


        

        
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      7.                        §3.1
of the of the Participation Agreement is hereby deleted in its entirety and
replaced with the following:

      


      “3.1(a)                       At
Closing, Participant shall pay to GWPC by wire transfer or other immediately
available funds the amount of two hundred and sixty thousand dollars ($260,000)
(the “Prospect Generation
Fee”), less the Deposit paid by Participant (which sum is referred to as
the “Closing Amount” in
consideration of GWPC’s geological and geophysical interpretations, seismic
data, leasehold and data acquisition costs and administrative expenses relative
to the Prospect Area and the right to participate in the Prospect
Wells.

      


      (b)                              Until
such time as GWPC has received the sum of one million dollars ($1,000,000),
which sum is referred to as the “Proceeds Payment”, all
production revenues attributable to the Parties’ net revenue interests in a
Commercial Well drilled pursuant to this Agreement shall be paid to
GWPC.  Upon receipt of the Proceeds Payment, production revenues shall
be paid to the Parties in accordance with the terms of this Agreement and the
JOA.

      


      8.                       
§8.2 of the of the Participation Agreement is hereby deleted in its entirety and
replaced with the following:

      


      “Each
Assignment shall grant GWPC the right to receive, on a well-by-well basis, an
assignment of an additional undivided fifteen percent (15%) of 8/8ths working
interests with a Net Revenue Interest of 10.8% in and to the Commercial Well and
associated acreage after the Participant has received production revenues
attributable to its net revenue interest in such Commercial Well equal to 110%
of the costs expended by Participant to drill, complete and connect such
Commercial Well (“Payout”).
Participant agrees to deliver a recordable assignment of such interest to
GWPC within the (10) days of each Payout, free and clear of any liens and
encumbrances not filed of record prior to Participant’s receipt of such
Assignment. In the event GWPC owned less than 95.75% of the working interest in
and to the interest originally assigned to Participant pursuant to Section 8.1,
and such Defect has been waived by Participant, the interest assigned to GWPC as
set forth in this Section 8.2 shall be proportionately reduced.”

      


      9.                       
GWPLP wishes to become a party to the Participation Agreement and agrees to be
bound by the terms and conditions contained therein.

      


      10.                      The
Participation Agreement, as amended hereby, is in all other respects, ratified,
confirmed and approved.


      
        
           


        

        
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      11.                      This
Amending Agreement may be executed in as many counterparts as may be necessary
or by facsimile and each such counterpart or facsimile so executed are deemed to
be an original and such counterparts and facsimile copies together will
constitute one and the same instrument.

      


      IN WITNESS WHEREOF, this
Amending Agreement has been executed by the parties hereto as of the day and
year first above written.

      


      


      
        	
                AMERPRO
      INDUSTRIES US LTD.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Per:

              	
                / s
      / Dan Jabour

              	 
      
	 
      	
                Authorized
      Signatory

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                AMERPRO
      INDUSTRIES INC.

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Per:

              	
                / s
      / Dan Jabour

              	 
      
	 
      	
                Authorized
      Signatory

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                GULF
      WESTERN PETROLEUM CORPORATION

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Per:

              	
                / s
      / Wm. Milton Cox

              	 
      
	 
      	
                Authorized
      Signatory

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                GULF
      WESTERN PETROLEUM, LP

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Per:

              	
                /
      s/ Wm. Milton Cox

              	 
      
	 
      	
                Authorized
      Signatory

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                CASKIDS
      OPERATING COMPANY

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Per:

              	
                / s
      / M L. Caswell

              	 
      
	 
      	
                Authorized
      Signatory