Filed by sedaredgar.com - Pluris Energy Group Inc. - Exhibit 10.26






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PARTIAL ASSIGNMENT OF CONCESSION AGREEMENT OVER
THE CERRO NEGRO HYDROCARBONS AREA.

In the City of Buenos Aires, Argentine Republic, on July
4th, 2008, between CLEAR S.R.L. (CUIT 30-62215921-6), a
company duly incorporated under Argentine Law, with domicile in Av. Roque Sáenz
Peña n° 971, 8° floor, City of Buenos Aires, represented in this act by Mr.
Cristóbal Manuel LÓPEZ, DNI 12,041,648, in his capacity of Partner and
Manager, hereinafter “CLEAR” or the “ASSIGNOR”, on the one side,
and on the other side Pluris Sarmiento Petroleo S.A., a company duly
incorporated under the Argentine Law, with domicile in Marcelo T. de Alvear 636
4° floor , represented in this act by Mr. Sacha H. Spindler, Canadian
Passport number WD 135465 in his capacity of signing authority, hereinafter the
“ASSIGNEE”–hereinafter individually referred as to the Party and jointly
as the “Parties”- agree to sign this ASSIGNMENT contract (hereinafter the
“Contract”), and;

A).- WHEREAS:

1.- CLEAR holds rights of exploration and exploitation
under a concession regime (hereinafter the “Concession”) –pursuant to Law
17,319-, over the hydrocarbons area “Cerro Negro” (hereinafter the
“AREA”), located in the Province of Chubut, Argentine Republic, which
location, surface and limits are detailed in the map attached as Annex I,
which shall be deemed part of this Assignment contract. 

2.- The Concession is governed by Law 17,319 and the
Concession Agreement, which authentic copy is attached as Annex II and
shall be deemed part of this contract, and which terms, clauses, conditions,
obligations and rights are known and accepted by the Parties.

3.- The Concession over the Area, which remains in full
force and effect, has a validity term of 20 years, as from December 1, 2005.
Thus, it is due on December 1, 2025 with the possibility of obtaining a five
year extension of the term of the Concession as long as all the requirements of
the Concession Agreement have been duly complied with.




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4.- ASSIGNEE has stated its intention of acquiring 75%
of CLEAR’s rights over the Area and CLEAR has stated its intention of assigning
75% of its rights over the Area. 

B).- Definitions:

For the purposes of this Assignment contract, the Parties
hereby agree that the terms defined in this chapter shall be deemed to have the
following meanings: 

Common Shares of Pluris Nevada: the common shares of
Pluris Nevada, for a nominal par value of U$S 0.0001 per share, with equal
rights to all other Common Shares of Pluris Nevada. 

Approval from Petrominera Chubut S.E: the approval of
Petrominera Chubut S.E. of CLEAR’s assignment to ASSIGNEE of the Assigned Rights
over the Area and the appointing of ASSIGNEE or whomever the ASSIGNEE designates
as operator of the Area.

Affiliate Company: refers to any company or legal entity
that controls or is controlled by an entity that controls the Party. “Control”
means the direct or indirect possession of fifty percent (50%) or more of the
voting rights in the company or other legal entity.

Assigned Rights over the Area: for the purposes of this
Assignment Contract, it shall refer to seventy five percent (75%) of CLEAR’s
participation interest in the Concession Agreement over the Area, which
comprises the acquisition and undertaking of 75% of the rights and obligations
over the Area arising from Law 17,319 and the Concession.

Closing Date: for the purposes of this Assignment
Contract, it shall be deemed to be the date when, after having put into place
the financial structure necessary for this Assignment Contract, ASSIGNEE
performs the payment of the First Installment and the Assigned Rights over the
Area along with the possession of 75% of the Area are transferred to ASSIGNEE.


Early Closing Date: for the purposes of this Assignment
Contract, it shall be deemed to be the date which is ninety (90) days as from
the Execution Date (if not a Business Day, the first Business Day
thereafter).

Execution Date: for the purposes of this Assignment
Contract, it shall be deemed to be the date of signature and execution of this
Assignment Contract by the Parties. In the event both Parties sign this
Assignment contract on different 




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dates, the Execution Date will be deemed to be the date on
which the Assignment contract was signed by the Party which signed it last. 

Delinquency Date: the day following to the First
Anniversary or the Second Anniversary, as the case may be, when the payment of
the Second Installment or the Third Installment, as the case may be, remains
totally or partially outstanding.

Business Day: means, for the purpose of this Assignment
Contract, any day that is not a Saturday, a Sunday or a day on which banking
institutions in Buenos Aires, Argentina are not required to be open.

Agreed Interest: the interest rate of 5.5% per annum,
payable by the Assignee to Clear in cash and/or Common Shares of Pluris Nevada
at the sole discretion of Clear, any amounts of which if paid in Common Shares
of Pluris Nevada shall be payable by the Assignee to Clear at the VWAP. The
Agreed Interest shall be applicable to the payments of the Second Installment
and the Third Installment during the Agreed Interest Period before the First and
Second Anniversary, respectively.

Closing Date Interest: the interest rate of 5.5% per
annum over the Cash Portion of the First Installment payable by the Assignee to
Clear in cash and/or Common Shares of Pluris Nevada at the sole discretion of
Clear, any amounts of which if paid in Common Shares of Pluris Nevada shall be
payable by the Assignee to Clear at the VWAP. The Closing Date Interest shall be
applicable as from the Early Closing Date up to the effective Closing Date. In
the event that Closing Date does not take place due to CLEAR’s breach of its
obligations under this contract or the lack of approval from Petrominera Chubut
S.E. for this assignment, ASSIGNEE will not pay the Closing Date Interest.

Agreed Interest Period: the Agreed Interest Period has
been agreed by the Parties on the grounds of the different criteria proposed by
CLEAR and ASSIGNEE regarding the fixation of the Closing Date. It shall mean the
period that starts at the anniversary of the obtaining of the Approval from
Petrominera Chubut S.E and ends at the anniversary of the Closing Date.

Cure Period: the 180 day period commencing at
Delinquency Date, during which the ASSIGNEE retains the right to cure a total or
partial breach of the payment of the Second Installment or Third Installment, as
the case may be.




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During this period, the ASSIGNEE shall pay an interest rate
that equals to two times the Agreed Interest. 

Terms: Unless otherwise indicated all terms in this
agreement will be deemed to be in running days.

Pluris Nevada: the Company Pluris Energy Group Inc.,
incorporated under the Law of the State of Nevada, United States of America.

Cash Portion: It refers to the part of the Price (or of
each relevant installment of the price) which involves an obligation of giving
sums of money as detailed in Annex III.

VWAP: the volume weighted average closing price of the
Common Shares of Pluris Nevada for the previous consecutive five trading days on
any internationally recognized stock exchange of stock quotation system. 

Price: It refers to the price for the assignment of the
Assigned Rights over the Area, as defined in Annex III.

First Anniversary: the date corresponding to a year
after the Closing Date. First Installment: It refers to the First
Installment of the Price as defined in Annex III.

Second Installment: It refers to the Second Installment
of the Price as defined in Annex III.

Second Anniversary: the date corresponding to two years
after the Closing Date.

Exchange Rate: the average exchange rate (Euro – United
States Dollar) between Seller and Buyer of Euros in the New York market (USA) at
October 31, 2007.

Third Installment: It refers to the Third Installment of
the Price as defined in Annex III. 

Termination Date: will be the date after 150 days as
from the Execution Date if Closing Date does not take place due to the
ASSIGNEE’s exclusive fault.

C). -The Parties AGREE to sign this Contract
subject to the terms and conditions indicated below and the
definitions in point B):

First: Purpose and Closing Date.




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1.1. - At Closing Date, CLEAR assigns and
transfers and the ASSIGNEE accepts and acquires, the Assigned Rights over
the Area.

1.2. - ASSIGNEE declares to know and accept without
reservation, the terms, clauses, conditions, rights, commitments and obligations
arising from the Concession, and undertakes to fulfill them in the corresponding
proportion. 

1.3. - The Parties hereby agree that the Closing Date will
  take place on or before 150 days as from the Execution Date. However, the
  ASSIGNEE will perform its best efforts in order for Closing Date of this
  Assignment Contract to take place by the Early Closing Date. 

     1.3.1. - Closing Date will take
place on the date fixed by the ASSIGNEE, when the amount corresponding to the
First Installment, considering the admitted deductions, has been credited and
duly notified to CLEAR with five (5) business days in advance .

     1.3.2. - In the event that
Closing Date of this Assignment Contract takes place after the Early Closing
Date, ASSIGNEE will pay CLEAR the Closing Date Interest, which shall be applied
during the period after which the Early Closing Date has expired up to the
Closing Date.

     1.3.3. - In the event that
Closing Date does not take place within the 150 days term as from the Execution
Date, due to the ASSIGNEE’s exclusive fault, both Parties will perform their
best efforts to extend the term of the Closing Date. If both Parties don’t reach
an agreement on the extension of the term of the Closing Date, this Assignment
Contract shall de deemed terminated by mutual consent and no indemnification or
payment in any concept may be claimed by either Party from the other Party
except for the Closing Date Interest accrued until the Termination Date and the
execution of the Guaranty to be provided by ASSIGNEE, in guaranty of its
obligations under this agreement, a Bond “A” of Pluris, of eight hundred forty
thousand United States Dollars ($ 840,000), convertible, non retractable,
recoverable, non guaranteed (the “Bond”) in the name of the ASSIGNEE, which will
be placed in trust (the “Agent”) in the offices of the Notary Public located in
Avenida Leandro N. Alem 639, Floor “9”, Apartment “B” corresponding to the
Notary Public María Alejandra Bulubasich, professional registry 4090 of the
Autonomous City of Buenos Aires. The Bond will be fully transferable by the
signature od the ASSIGNEE, by attorney in fact, prior to its deposit to the
Agent. –




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     1.3.4. If the Closing Date does
not take place within the 150 days as from the Execution Date, due to
Petrominera Chubut S.E’s lack of approval of the assignment, the Parties agree
that Closing Date may take place on or before sixty (60) days as from the first
one hundred and fifty (150) days. 

Second: Price.

2.1. - Price: The Price of the assignment
of the Assigned Rights over the Area is agreed on the amounts detailed in
Annex III plus the delivery of the amount of Common Shares of
Pluris Nevada detailed in Annex III. Only the delivery of the
Common Shares of Pluris Nevada shall be subject to the terms and conditions of
the Pooling Agreement to be agreed between both parties according to Annex
IV. The amount detailed in Annex III does not include
Value Added Tax (“VAT”) which will be paid over the levied movable assets as
indicated in the inventory attached as Annex V. The VAT to be
determined on the grounds of the inventory attached as Annex V
will be the only amount which ASSIGNEE undertakes to pay on this tax concept
under this Assignment Contract. CLEAR will have no right to claim any further
payments due to a difference in the liquidation of the VAT and ASSIGNEE will be
entitled to reject any further invoices issued by CLEAR on this concept. –

2.2. Payment method: The Price shall be paid as follows
(date, currency, term and method of payment): 

     2.2.1. - In
three consecutive installments, for the following amounts and due dates:
a).- At Closing Date: the First Installment minus the amounts
which had already been paid by ASSIGNEE according to Clause 3.2. of this
Contract; b).- At the First Anniversary: the Second Installment; c)
At the Second Anniversary: the Third Installment; and d) the VAT
corresponding to Annex V, along with the First Installment.- -

     2.2.2. - Payment of the
Cash Portion: 

2.2.2. (a) In all cases the payments of the cash amounts
comprised in the Price shall be performed in United States Dollars. Provided
that half of the Cash Portion of the Price (and of each installment) is fixed in
Euros, at the moment of payment the amount agreed shall be converted to United
States Dollars average exchange rate (Euro – United States Dollar) between
Seller and Buyer of Euros 




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in the New York market (USA) at the preceding day to the date
of effective payment of each installment.

2.2.2. (b) In all cases the payment of the Cash Portion
shall be performed by means of a deposit in a special account of CLEAR. To this
end, CLEAR shall notify in written and with ten (10) days in advance, the
information of the account in which the corresponding payment must be performed.
.. The evidence of the deposit will constitute the corresponding receipt and
payment letter. 

2.2.2. (c) The payment shall be invariably performed in
United States Dollars, according to the conversion of the Euros at the
corresponding exchange rate, unless the Assignor decided to collect the payment
in pesos according to the foreign currency value, Seller type, of the Banco
de la Nación Argentina at the preceding day of the effective payment.

2.2.2. (d) The ASSIGNEE irrevocably relinquishes all
rights or defenses that may entitle or allow it to (i) pay the Cash Portion of
the Price in any currency other than United States Dollars or (ii) comply with
its obligations under this contract by paying a lower amount than the Price in
United States Dollars, either it is after the sanction, approval or application
in the Argentine Republic of any Law, Decree, regulation, ruling or legislation
that allowed or implemented “emergency solutions” or “emergency legislation” or
by any other mean whatsoever. Notwithstanding the above, if any regulation in
force in Argentina prevented the Assignor from collecting the cash portion of
Price in United States Dollars, the Assignor shall have the exclusive option of
(i) demanding the ASSIGNEE to pay the remaining price in Argentine pesos, by
paying the Assignor an equal amount as to acquire the necessary United States
Dollars that equals the remaining amount of the cash portion of the
corresponding Installment of the Price. The applicable exchange rate shall be
the Seller exchange rate applicable by the Banco de la Nación Argentina,
at the end of the preceding working day to the date in which the amount must be
paid; or (ii) demanding the delivery of public bonds denominated and payable in
United States Dollars issued by the Argentine Government or Argentine public or
private companies, at the Assignor’s option, of any series or value, which
quoted in the Buenos Aires Stock Exchange and/or the Electronic Open Market of
Buenos Aires, that might be acquired in the United States and if sold in the New
York Market equaled the United States Dollars agreed under the Price (the 




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“Bonds”). In order to determine the purchase value in the
Buenos Aires Stock Exchange, the Parties shall consider the cash quotation at 12
am of the payment date. In order to determine the sale value of the Bonds versus
United States Dollars in New York, the Parties shall consider the average price
between seller and buyer of that date published by the newspaper El Cronista
Comercial of the City of Buenos Aires or, failing that, any other
specialized publication and/or information source to be indicated by the
Assignor.

2.2.3. - Delivery of the Common Shares of Pluris Nevada:
The delivery of the Common Shares of Pluris Nevada to CLEAR, shall be performed
in the dates and for the quantities indicated in clause 2.2.1. and within a ten
(10) days term as from the date when CLEAR gives notice to ASSIGNEE of the name,
address and contact information for the designee to whom the Common Shares of
Pluris Nevada are to be issued, subject at all times to the execution by the
designee of the required share subscription documentation provided by Pluris
Nevada on or before the Closing Date. If CLEAR failed to indicate the name,
address and contact information of the designee to whom the Common Shares of
Pluris Nevada are to be issued within a 10 days term as from the dates indicated
in clause 2.2.1. , the Common Shares of Pluris Nevada will be issued on CLEAR’s
name.

2.3. - Payment during the Agreed Interest Period

2.3.1. CLEAR undertakes to accept and receive the
payments of the Second Installment and Third Installment that the ASSIGNEE
performed during each one of the corresponding Agreed Interest Period.

2.3.2. The ASSIGNEE shall pay CLEAR the Agreed Interest
plus the corresponding VAT as from the commencement day of the corresponding
Agreed Interest Period until the moment of the effective payment of the Second
Installment and/or the Third Installment. In the event Agreed Interest must be
paid, CLEAR must provide ASSIGNEE written notification as to what form it
desires payment of the Agreed Interest under (either cash or Common Shares of
Pluris Nevada) with five (5) Business Days in advance to an Agreed Interest
event coming to completion. If CLEAR decided to receive Common Shares of Pluris
Nevada in payment of the Agreed Interest it shall also notify ASSIGNEE, within
the same term, of the name, address and contact information for the designee to
whom the Common Shares of Pluris Nevada are to be issued. If 




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CLEAR failed to provide ASSIGNEE with notice regarding the form
of payment of the Agreed Interest with 5 Business Days in advance to an interest
event coming to completion, the Agreed Interest shall be paid in cash, by means
of a deposit in the bank account indicated in Section 2.2.2. (b)

Third: Criteria for Price fixation.
Stamp Tax.

3.1. - When the First Installment of the price is
credited, CLEAR shall issue the legal invoice on the movable assets levied with
VAT as detailed in the inventory attached as Annex V.

3.2. - If applicable, Stamp tax will be born 50% by
CLEAR and 50% by ASSIGNEE. ASSIGNEE will have to pay to pay the fifty percent
(50%) of the applicable stamp tax corresponding to CLEAR to avoid any fines or
claims from the relevant authorities. Any payment made by ASSIGNEE of the share
of the stamp tax corresponding to Clear may be compensated with any other amount
that ASSIGNEE was required to pay on the concept of Closing Date Interest and/or
may be compensated by ASSIGNEE as part of the payment of the First Installment.
If any amount due to ASSIGNEE remained unpaid, in case of termination of the
contract according to Section 1.3.3. , CLEAR shall immediately and
without need of prior notice, reimburse ASSIGNEE the outstanding amounts of the
sums paid in concept of stamp tax corresponding to the 50% to be borne by
CLEAR. In all cases, CLEAR and the ASSIGNEE shall hold CLEAR and the
ASSIGNEE harmless from any claim, fine or sanction initiated or imposed by the
relevant authorities as a consequence of or in connection with a delay in
payment and/or total or partial lack of payment by CLEAR of the 50% of the
applicable stamp tax.

3.3. For the purposes of stamp tax the commercial value
of this Contract is determined in Annex V. 

Fourth: CLEAR’s representations.
Claims. Conditions Precedent to Closing Date.

4.1. - CLEAR declares THAT:

     4.1.1. - It is the title
holder of the exploitation concession over the Area which is not subject to any
liens, encumbrances or any other precautionary measures that are not described
under Annex VI, as attached hereto, nor any 




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liens, encumbrances or any other precautionary measures that
impedes their free transfer.

     4.1.2. - It is not
judicially impeded for disposing of its assets and the Cerro Negro Block is not
located within a Security and Frontier Zone. 

     4.1.3. -The Assets
existing in the Area as of October 1, 2007, have not suffered any adverse
change, or significant negative variation. 

     4.1.4. - The Concession
remains in full force and effect, having CLEAR complied to the date with all the
obligations arising from the Concession Agreement, from Law 17,319 and its
amendments and from all the applicable legislation. Particularly CLEAR declares
that it has: (i) duly paid the royalty established in section 11 of the
Concession Agreement, the royalty to the State imposed by Section 59 and 62 of
Law 17,319 and the lease payment (canon) imposed by section 58 of Law
17,319; (ii) performed all required and/or undertaken investments and works on
the Cerro Negro Block; (iii) obtained during the existence of the Concession an
average monthly production of 200m3 of hydrocarbons or higher; and has (iv)
complied with all its obligations and information duties imposed by the relevant
authorities. 

     4.1.5. - The Area and the
existing assets therein are not subject to social security, labor or tax
claims.

     4.1.6. - No use of surface
land has been made without the prior consent of the relevant surface land owner.
The payments for easements’ compensations have been duly performed up to
date.

     4.1.7. - There are not
environmental issues. All environmental documentation and information required
by the applicable legislation has been duly filed with the relevant authorities
and the authorities’ approval has been obtained when and where applicable. 

     4.1.8. - CLEAR has
complied with each and every of its legal labor obligations imposed by the
applicable legislation.

     4.1.9. - A third party (Luis A.
Grillo S.A.) has the right to obtain 15% (fifteen percent) of the production of
the wells CN 1000 and CN 1001, This right will not affect the Concession nor the
rights derived from it. The payment of such production is exclusively in charge
of CLEAR, who will have the possibility of deducting it from its participation
in the Concession.




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     a).- CLEAR and/or any
Affiliated Company shall hold the ASSIGNEE harmless from any claim from
Luis A. Grillo S.A. related to the abovementioned right or to any other right he
might claim to have over or related to the Area, its production or any of its
wells. 

     b).- The indemnity obligation [point
a)] will remain in full force in the event that CLEAR assigned fully o
partially its shares participation of 25% to an Affiliated Company or to a third
party, unless Luis A. Grillo S.A. expressly released the ASSIGNEE. The
indemnity obligation [point a)] will remain in full force in the event that
CLEAR assigned fully o partially its rights over this Contract to an
Affiliated Company or to a third party. 

     c).-If in the future CLEAR
decided to assign fully or partially its share participation of the 25% over the
Area to a third party (not an Affiliated Company) , CLEAR grants the
ASSIGNEE the right of first option to the purchase. None of the Parties
shall be entitled to assign, either partially or totally, their participations
over the Area or their rights over this Contract prior to the execution of the
JOA and the UTE (as established in Clauses 4.3.2 and 4.3.3) unless the other
party’s consent is obtained. The Assignee shall sign and become a part to the
UTE and the JOA as a condition precedent to the assignment. If the
ASSIGNEE do not exercise the preference right to purchase, the indemnity
obligation [point a)] will remain, unless the release from Luis A. Grillo S.A.
is obtained or the third purchaser undertake such obligation being that accepted
by the ASSIGNEE.

4.2. - If an environmental issue was detected by the
corresponding authority, or a judicial or out of court claim from third Parties
affecting the Area, and its rights of exploration and exploitation (easements
compensations, landowner’s claims, Petrominera’s fee, royalties) was initiated
(hereinafter the “Claim”), the arising costs, including fines, reparation works
and damages will be in charge of CLEAR. In this case, the Parties must proceed
as follows: 

     4.2.1. - The ASSIGNEE shall
give notice to CLEAR of the corresponding proceeding that had been initiated,
attaching copies of the relevant documentation, within a period of three
Business Days. CLEAR, within the following two Business Days, shall communicate
if it accepts and acquiesces the Claim or if it rejects it. In case of silence,
the Claim shall be deemed accepted. 




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     4.2.2. - If CLEAR decided
to reject the Claim, it shall undertake the administrative and judicial defense
of the claim through the professionals appointed. To this end, the ASSIGNEE
shall grant the corresponding special power. The professional fees will be in
charge of CLEAR, and such professionals shall sign a commitment (which shall
include the relinquishment of the right and the action) as to prevent them from
collecting such fees from the ASSIGNEE.

     4.2.3. - Once the
proceeding is ended (judicial or administrative) –or before if so decided by
CLEAR – the amount of money to be paid as a consequence of the Claim shall be in
charge of CLEAR, who shall provide the funds immediately. 

     4.2.4. - If the ASSIGNEE
was required to pay any amount of money as a consequence of the Claim, it shall
be entitled to withhold that amount from the remaining Price of the
Assignment.

4.3. Parties Commitments: Parties commit to:

     4.3.1. - Approvals: The
celebration of the Closing Date and consequently the assignment of the Assigned
Rights over the Area will be subject to Petrominera Chubut S.E. Approval as a
condition precedent. This condition precedent is agreed by both Parties on the
benefit of ASSIGNEE. Consequently, ASSIGNEE may waive this condition precedent
totally or partially requiring that the Closing Day takes place even when
Approval of Petrominera Chubut S.E. remains pending at Closing Date. ASSIGNEE
shall notify in writing to CLEAR of its decision to waive this condition
precedent at the time of giving notice of the date fixed for the Closing Day.
CLEAR undertakes to provide ASSIGNEE with any and all documentation or
information which may be necessary or convenient in order to obtain the
governmental authorizations and approvals that may correspond within three (3)
Business Days as from the receipt of a requirement of the relevant documentation
or information from ASSIGNEE, even when the obtaining of such authorizations or
approvals were waived by ASSIGNEE as condition precedent. If Approval of
Petrominera Chubut S.E, having been relinquished by ASSIGNEE, was not obtained
within the sixty (60) days as from the Closing Date, the Parties will determine
the best way to proceed in order to avoid any and all damage to ASSIGNEE, the
latter regardless of ASSIGNEE’s right to 




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continue to exercise its contractual rights vis-a –vis
CLEAR as co-concession holder over the Area.

4.3.2. - Celebration of a Joint Operating Agreement:
The Parties undertake to perform their best efforts to enter into a Joint
Operating Agreement between the ASSIGNEE and CLEAR or the Affiliated Company
designated by CLEAR before the Early Closing Date. The Joint Operating Agreement
shall govern all matters related to the operation of the Area and relations
between CLEAR or whom it designates and ASSIGNEE and which shall contemplate
that, as from Closing Date, ASSIGNEE: (i) shall freely dispose of and freely
trade 75% of the hydrocarbons produced in the Area, which will belong to the
ASSIGNEE; (ii) shall be entitled to the free disposability of the funds deriving
from the sale of such hydrocarbons; (iii) shall be the operator of the Area,
shall appoint an Affiliated Company or propose a third party, acceptable for
CLEAR or an Affiliated Company as the operator of the Area; (iv) shall be
entitled to purchase and sell equipments, machinery and any other assets that
the ASSIGNEE considers necessary or convenient for the development of the Cerro
Negro Area. If performed before the execution of the JOA, it shall have the
prior approval from CLEAR or an Affiliated Company; and (v) will be entitled to
hire or retain the services of third parties contractors or suppliers in the
same conditions than the hydrocarbons exploitation concessionaires. If performed
before the execution of the JOA, it shall have the prior approval from CLEAR or
an Affiliated Company

4.3.3. - Incorporation of a Transitory Union of
Enterprises (“UTE”, art. 377 of law 19.550): The Parties undertake to
perform their best efforts to enter into a Transitory Union of Enterprises
(“UTE”) between the ASSIGNEE and CLEAR or an affiliated company, before Early
Closing Datefor the operation of the Area on or before the Closing Date. The UTE
shall contain, at least, the following terms, among other usual terms and other
terms required by the applicable legislation: (i) the purpose of the UTE will be
to perform the tasks, works, investments and activities purpose of the
concession; (ii) the validity term of the UTE will last for the validity term of
the concession; (iii) ASIGNEE will have a 75% participation and CLEAR or whom it
designates will have a 25% participation over the distribution of the results,
income and expenses of the UTE; (iv) prior to the distribution of the profits,
the UTE will pay the taxes 




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which may burden the activities comprised in its purpose,
including the fee to be paid to Petrominera Chubut S.E.; (v) in the decision
making, ASSIGNEE will hold 75% of the votes and CLEAR or an Affiliated Company
will hold 25% of the votes; (vi) the appointment of the representative of the
UTE will correspond to ASSIGNEE; (vii) the decisions will be made by simple
majority of votes, unless otherwise expressly agreed upon the ASSIGNEE and CLEAR
or an Affiliated Company in the JOA; (viii) the responsibility of both Parties
of the UTE will be several regarding the acts and transactions which need to be
performed and executed and regarding the obligations to third parties.

Fifth: Possession of the Area. Inventory.
Operator of the Area.

5.1. - At Closing Date, the possession of the Assigned
Rights over the Area, free from any restrictions and/or encumbrances, will be
transferred to ASSIGNEE. 5.2. - On the date indicated in 5.1 the
corresponding minute shall be signed, stating that the possession has been
transferred. An inventory of the existing Assets shall be included as well.

5.3. - As from the moment of the transfer of the
Assigned Rights over the Area, ASSIGNEE -or the one appointed by ASSIGNEE- shall
become the Operator of the Area with the right to operate the Area according to
the terms of the Joint Operating Agreement to be agreed upon the Parties To act
as Operator, ASSIGNEE -or the one appointed by ASSIGNEE- shall be required to
comply strictly with the regulations in force issued by the corresponding
authorities. CLEAR or whom it designates shall not be responsible for any breach
of ASSIGNEE. 

Sixth: Assignment of the Assigned Rights over
the Area. Responsibility.

6.1. - ASSIGNEE reserves its right, at its sole criteria
and option, of maintaining the ownership of the Assigned Rights over the Area
acquired herein, or assigning it –totally or partially- to an Affiliated company
of Pluris Nevada or of the ASSIGNEE.

6.2. - If ASSIGNEE assigns its rights over the Area –
totally or partially- to an Affiliated company of Pluris Nevada or ASSIGNEE,
ASSIGNEE and such Affiliate company shall be joint and severally responsible to
CLEAR in relation 




- 15 –

to all cash and in kind compensations that CLEAR is entitled to
collect by virtue of this agreement, including the damages for breaches of this
contract.

6.3. - Except for what is stated in point 6.1 and in the
conditions established in 6.2, as long as the Assignment price of the Assigned
Rights over the Area had not been fully paid, ASSIGNEE shall not be allowed to
assign neither totally nor partially the Concession or the rights over the
Concession to third Parties, unless CLEAR’s prior and written consent is
obtained. The failure to comply with this section shall entail the lapsing of
the term of the payment and CLEAR’s right to demand the payment of the remaining
price.

6.4. - CLEAR shall not be allowed to assign –either
totally or partially – the collecting rights arising from this Contract to third
Parties unless ASSIGNEE’s prior and written consent is obtained. In this latter
case and for the amounts of money that CLEAR could owe to ASSIGNEE by means of
this Contract, CLEAR and the party receiving from CLEAR - totally or partially –
the collecting rights arising from this Contract shall be jointly and severally
responsible to ASSIGNEE. Also any assignment of CLEAR's rights under this
Contract will remain subject to the terms of this Contract and will not affect
ASSIGNEE’s rights under this Contract including ASSIGNEE’s rights to off set,
compensate or retain amounts due to CLEAR. 

Seventh: Delinquency. Effects.

7.1. - Delinquency in the compliance with the
obligations shall operate automatically, by the mere elapsing of the term agreed
and without need of prior notice, either judicial or out of court.

7.2. - In case of ASSIGNEE’s delinquency in the delivery
of the Common Shares of Pluris Nevada comprised in the Second Installment and
Third Installment, shall be handled as follows: a).- The compensation owed shall
be converted, by the operation of law, to the amount of United States Dollars
equal to the value of the VWAP prior to the First Anniversary and/or Second
Anniversary multiplied by the number of Common Shares of Pluris Nevada due to
CLEAR for the Second Installment or Third Installment, which shall be paid by
ASSIGNEE within ten Business Days as from the delinquency; b).- The amount
indicated in a) shall accrue at an interest at a six-month LIBOR rate plus five
percentage points and a 50% surcharge, as from the delinquency and until the
full payment.




- 16 –

7.3. - CLEAR’ s delinquency:

     7.3.1. - CLEAR’s failure
to comply with the transfer of the possession of the Assigned Rights shall
entitle the ASSIGNEE, at its sole option, to: a).-demand the compliance with the
contract, demanding the transfer of the Assigned Rights over the Area or b).-
terminate the contract and demand for the reimbursement of the Price, or part of
the Price which has already been paid and reimbursement of the investments made
and costs incurred. In any of the cases, in spite of the damages that might have
been caused. 

     7.3. 2- CLEAR’s failure to
comply with the payment of the Claims as stated in points 4.2, once they are
demandable, shall entail, apart from the obligation to pay the Claim, to
Cristóbal Manuel López.-

Eighth: Guarantee as for the payment of the
Price

ASSIGNEE will provide CLEAR, on or before Closing Date, with a
bank guaranty document, substantially in the form indicated in Annex VII
to be issued by the Standard Bank from Argentina for the purposes of financially
guaranteeing the cash Portion of the Second Installment and the Third
Installment.

Ninth: Decisions. Capacity.

9.1. - CLEAR decided to assign 75% of its rights over
the Concession to ASSIGNEE and to execute this Assignment Agreement by
shareholders meeting n° 191, attached as Annex VIII.-

9.2. - The capacity
  of the representatives is stated in the notary public certification of this
  document.

Tenth. General Clauses. Domiciles.
Confidentiality. Arbitration. 

10.1. - Domiciles: The Parties have
  established the special domiciles indicated in the heading, where all notices
  and demands for compliance sent between the Parties shall be considered valid.


10.2. - Confidentiality: The Parties agree to maintain
in the most strict confidential basis the following information and/or
documentation (the Confidential Information); (i) the negotiations maintained by
the Parties




- 17 –

regarding the Area; (ii) the existence and content of PEG's
non-binding offer and Letter of Intent; and (iii) certain confidential
information related to the Area, including but not necessarily limited to
geological and geophysical data, maps, models and interpretations and that will
include commercial, contractual, legal and financial information disclosed as
part of the negotiations.

The party receiving the Confidential Information (hereinafter
the “Receiving Party”) agrees that the Confidential Information must be kept
strictly confidential and shall not be sold, commercialized, published or
revealed to any party, including copies, reproduction or electronic devices,
without the previous and written consent of the Party which issued the
Confidential Information (hereinafter the “Issuing Party”), except for what is
established in this Agreement.

The Receiving Party is allowed to disclose the Confidential
Information without the previous and written consent of the Issuing Party, in
the following cases: 

a. If the Confidential Information was
already known by the Receiving Party at the date of the disclosure by the
Issuing Party; and 
b. If the Confidential Information was already public at
the date of the disclosure by the Issuing Party.

The Receiving Party is allowed to disclose the Confidential
Information without the previous and written consent by the Issuing Party to an
Affiliate Company, as long as the Receiving Party guarantees the adherence of
such Affiliate Company to the terms of this Agreement. The Receiving Party is
allowed to disclose the Confidential Information without previous written
consent of the Issuing Party, to the following persons as far as their need in
order to evaluate the Area;

	 	a- 	employees, managers and directors of the
      Receiving Party; 
	 	b- 	employees, managers and directors of the
      Affiliate Company; 
	 	c- 	
      any advisor or agent hired by the Receiving Party or its
      Affiliate Company; 

	 	d- 	
      any bank or financial institution or found entity or an
      entity that has the intention to invest in the Area of the Receiving
      Party; including any consultant of the aforesaid entities; 

	 	e- 	
      Stock Exchanges and regulatory authorities of the public
      stock offering corporations; or 







- 18 –

		
      f- 
	
      judicial or administrative authorities in compliance with
      applicable legislation or governmental or judicial orders, decrees,
      dispositions or resolutions. 



However, prior to any kind of disclosure to the above mentioned
persons in items (c) and (d), the Receiving Party shall hold a confidentiality
warranty granted by that person, enforceable by both Parties, Issuing and
Receiving, in equal terms as this Agreement. Nevertheless, the Receiving Party
will be released of requiring the said warranty to a legal adviser. 

The Receiving Party and its Affiliate Companies shall use or
allowed the use of the Confidential Information disclosed under the conditions
set forth in this Agreement in order to evaluate the Area and startup the deal
between the Parties to this Agreement regarding the eventual acquisition of all
or part of the right over the Area of the Issuing Party.

The Receiving Party shall be responsible of assuring that every
person, to whom the Confidential Information is disclosed under this Agreement,
will keep said information confidential and will not disclose it to any
unauthorized person. None of the Parties shall be responsible for any legal
action which one takes against the other, especially for direct or indirect
damages arisen from this Agreement, including but not limited to losses, profits
or business interruptions, which ever way they are caused.

The Receiving Party will not acquire any property or right over
the Confidential Information and the Issuing Party may demand the return of it
at any time by sending a written note to the Receiving Party. Within the thirty
(30) days as from the reception of said note, the Receiving Party should return
the complete original document of the Confidential Information, and should
destroy or give the order to destroy all the copies and reproductions (of any
kind, including the information send by electronic means) that is in its
possession or in the possession of the persons to whom it was disclosed pursuant
to this Agreement. Furthermore, the Receiving Party shall provide a statement of
warranty wensuringthat the Issuing Party that all copies have been destroyed
pursuant to the terms of this Agreement. The Issuing Party hereby represents and
guarantees that it has the right and the authority to disclose the Confidential
Information to the Receiving Party (or its representatives). However, the
Issuing Party does not provide express or implied representations or guaranties,





- 19 –

regarding the quality, accuracy and entirety of the
Confidential Information disclosed, and the Receiving Party (in its name and in
its representatives) expressly acknowledges the inherent risk of mistake in the
acquisition, processing and interpretation of geological and geophysical data.
The Issuing Party, its Affiliate Companies (as this term was defined above) ,
its employees, directors and agents shall not be liable for the use or
dependency of the Confidential Information by the Receiving Party (or its
representatives).

10.3. - Applicable Law: This Agreement shall be governed
by and construed according to the laws of the Argentine Republic.

10.4. - Arbitration: Any conflict arising from or
related to this Agreement, including any misunderstanding regarding its
interpretation, existence, validity or termination, not resolved by the Parties
within thirty (30) consecutive days, will be resolved by an arbitration tribunal
appointed pursuant to the Rules of Arbitration of the International Chamber of
Commerce (ICC) comprised of one arbitrator chosen by the Assignee, one
arbitrator chosen by Clear and a President of the arbitration tribunal approved
by both the Assignee and Clear. The language of the arbitration will be Spanish
and the place of the arbitration will be the City of Buenos Aires, Argentina.
The arbitration tribunal will resolve upon the law but not ex aequo et
bono. The award will be final and binding with no right to appeal, and that
award could be enforced at any competent court.

10.5. - Amendments: Any amendment, change or
modification of this Agreement will be valid, provided there is written and
signed by an authorized representative of each Party. 

10.6. - Total Agreement: This Agreement represents the
Parties’ total agreement and replaces and cancels all prior communications,
understandings and agreements between the Parties on the subject matter, whether
written or oral, express or implied.

10.7. - Public Deed: If so required by Petrominera
Chubut S.E. or any relevant authority, both Parties undertake to instrument this
Assignment Agreement by 




- 20 –

means of a Public Deed, within a 30 days term as from the date
of receiving notice from the other Party. In such case, the costs related to the
instrumentation of this agreement by means of a Public Deed will be born by both
Parties in equal parts.

10.8. - List of Annexes: The following Annexes are
deemed part of this Agreement: 

Annex I: location, surface and limits of the Cerro Negro
Block 

Annex II: authentic copy of the Concession Agreement


Annex III: Price.

Annex IV: Pooling Agreement.

Annex V: Inventory. Facilities existing in the Area

Annex VI: liens, encumbrances or any other precautionary
measures over the Area 

Annex VII: Bank Guarantee.

Annex VIII: CLEAR’s shareholders meeting n° 191.

In witness whereof two counterparts to the same tenor and
effect are executed in the place and date indicated in the heading.




- 21 –

Annex I
Location, surface and limits of the Cerro
Negro Block 




- 22 –

Annex II
Authentic copy of the Concession Agreement





- 23 –

Annex III
Price 

Price: It is composed of: (i) cash portion: the
amount of United States Dollars ten Million five hundred thousand (U$S
10,500,000) plus the Euros that equal to United States Dollars ten Million five
hundred thousand (U$S 10,500,000) at the Exchange Rate; plus (ii) the
delivery of an amount of three million (3,000,000) Common Shares of Pluris
Nevada subject to the terms and conditions of the pooling agreement.

Payment of the Price is divided in three installments as
follows:

First Installment: It is composed of: (i) cash
portion: the amount of United States Dollars four Million (U$S 4,000,000) plus
the amount of Euros that equal to United States Dollars four Million at the
Exchange Rate; plus (ii) the delivery of the amount of one million five
hundred thousand (1,500,000) Common Shares of Pluris Nevada subject to the terms
and conditions of the pooling agreement.

Second Installment: It is composed of: (i) cash
portion: the amount of United States Dollars three Million two hundred fifty
thousand (U$S 3,250,000) plus the amount of Euros that equal to United States
Dollars three Million two hundred fifty thousand (U$S 3,250,000) at the Exchange
Rate; plus (ii) the delivery of the amount of seven hundred fifty
thousand (750,000) Common Shares of Pluris Nevada subject to the terms and
conditions of the pooling agreement.

Third Installment: It is composed of: (i) cash
portion: the amount of United States Dollars three Million two hundred fifty
thousand (U$S 3,250,000) plus the amount of Euros that equal to United States
Dollars three Million two hundred fifty thousand (U$S 3,250,000) at the Exchange
Rate; plus (ii) the delivery of the amount of seven hundred fifty
thousand (750,000) Common Shares of Pluris Nevada subject to the terms and
conditions of the pooling agreement.




- 24–

Annex IV
Pooling Agreement.




- 25–

VOLUNTARY POOLING
AGREEMENT

THIS AGREEMENT dated for reference the ______day
of _________________, 2008.

BETWEEN:

The undersigned shareholders of
Pluris Energy Group Inc., being all of those Shareholders who have signed
Schedule “B” attached hereto

(collectively, the “Undersigned”)

AND:

COMPUTERSHARE TRUST COMPANY OF
CANADA, of Vancouver, British Columbia 

NOTE: PROPOSED
TRUSTEE

(the “Trustee”)

WHEREAS:

A. The Undersigned presently hold an aggregate of 1,500,000
common shares (the “Common Shares”) of Pluris Energy Group Inc. (the “Issuer”),
and pursuant to the terms of a Purchase and Sale Agreement (the “PSA”), a copy
of which is attached as Schedule “A”, the Undersigned will acquire and hold an
additional 1,500,000 Common Shares of the Issuer, for a total aggregate of
3,000,000 Common Shares of the Issuer (the “ Pooling Shares”), held by the
Undersigned as specified in Schedule “B” hereto;

B. In concurrence with the consummation of the PSA, the
Undersigned have agreed to pool the Pooling Shares, based upon and subject to
the terms and conditions of this Agreement;

     NOW THEREFORE THIS
AGREEMENT WITNESSES that in consideration of the premises and in
consideration of the sum of One ($1.00) Dollar now paid by the
parties hereto, each to the other, (the receipt whereof is hereby
acknowledged) and in further consideration of the mutual covenants
and conditions hereinafter contained, the parties hereto agree as
follows:

1. In this Agreement:




- 26–

	 	(a) 	
      “Consummation Date” shall mean the date under
      which the contemplated transaction underlying the PSA between the Issuer
      and Clear S.R.L. has been consummated through the exchange of assets and
      the consideration being paid for said assets, all as provided in the PSA
      attached hereto as Schedule “A”;

	 	 	 
	 	(b) 	
      “Exchange” shall mean any internationally
      recognized stock exchange or stock quotation system;

	 	 	 
	 	(c) 	
      “Regulators” shall mean the United States
      Securities and Exchange Commission and/or any other regulatory body which
      governs and/or may come to govern the public listing or quotation of the
      common shares of the Issuer.



2. The parties acknowledge that the Pooling Shares are not
being pooled in the manner set forth herein pursuant to a requirement of any
Regulator or any Exchange.

3. The Undersigned hereby severally agree each with the other
and with the Trustee that they will respectively deliver or cause to be
delivered to the Trustee certificates for such number of the Pooling Shares, as
specified in Schedule “C” hereto, which Shares are to be held by the Trustee and
released, subject to this Section 3, proportionately to the Undersigned in
accordance with their holdings of such shares, on the following basis:

	 	(a) 	
      5% of the Shares six months subsequent to the
      Consummation Date; or, subsequent to the 144 hold period restriction being
      lifted from the Shares, whichever is the earlier;

	 	 	 
	 	(b) 	
      5% of the Shares every month thereafter; or, subsequent
      to the 144 hold period restriction being lifted from the Shares, whichever
      is the earlier.



4. Each of the Undersigned shall be entitled from time to time
to a letter or receipt from the Trustee stating the number of Pooling Shares
represented by certificates held for him by the Trustee subject to the terms of
this Agreement, but such letter or receipt shall not be assignable.

5. The Undersigned shall not sell, deal in, assign, transfer in
any manner whatsoever or agree to sell, deal in, assign or transfer in any
manner whatsoever any of the Pooling Shares or beneficial ownership of or any
interest in them and the Trustee shall not accept or acknowledge any transfer,
assignment, declaration of trust or any other document evidencing a change in
legal and beneficial ownership of or interest in the Pooling Shares, except as
may be required by reason of the death or bankruptcy of any one or more of the
Undersigned, in which case the Trustee shall hold the certificates for the
Pooling Shares subject to this Agreement for whatever person or persons, firm or
corporation may thus become legally entitled thereto.

6. If, during the period in which any of the Pooling Shares are
retained in pool pursuant hereto, any dividend other than a dividend paid in
Common Shares of the Issuer, is received by the Trustee in respect of the
Pooling Shares, such dividend shall be paid or transferred forthwith to the
Undersigned entitled thereto. Any shares received 




- 27–

by way of dividend in respect of the Pooling Shares shall be
dealt with as if they were shares hereunder.

7. This Agreement shall enure to the benefit of and be binding
upon the parties hereto and each of their heirs, executors, administrators,
successors and permitted assigns.

8. This Agreement may be executed in several parts in the same
form and such part as so executed shall together constitute one original
agreement, and such parts, if more than one, shall be read together and
construed as if all the signing parties hereto had executed one copy of this
Agreement.

9. The parties hereto agree that in consideration of the
Trustee agreeing to act as Trustee as aforesaid, the Undersigned do hereby
covenant and agree from time to time and at all times hereafter well and truly
to save, defend, and keep harmless and fully indemnify the Trustee, its
successors and assigns, from and against all loss, costs, charges, damages and
expenses which the Trustee, its successors or assigns, may at any time or times
hereafter bear, sustain, suffer or be put to for or by reason or on account of
its acting as Trustee pursuant to this Agreement.

10. This Agreement will be governed by and construed in
accordance with the law of British Columbia.

11. It is further agreed by and between the parties hereto and,
without restricting the foregoing indemnity, that in case proceedings should
hereafter be taken in any Court respecting the shares hereby pooled, the Trustee
shall not be obliged to defend any such action or submit its rights to the Court
until it shall have been indemnified by other good and sufficient security in
addition to the indemnity hereinbefore given against costs of such
proceedings.

     IN WITNESS WHEREOF the
Undersigned and the Trustee have executed the presents as and from the
day and year first above written.

CLEAR, S.R.L.

	 Per: 	 	 
	 	 Name: 		 
	 	 Title: 		 






- 28–

	EXECUTED by ___________________________	) 	 
	in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	 
	  	) 	 
	Print Name 	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 
	  	  	 
	  	  	 
	EXECUTED by ___________________________	) 	 
	in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	 
	  	) 	 
	Print Name 	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 
	  	  	 
	  	  	 
	EXECUTED by ___________________________	) 	 
	in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	 
	  	) 	 
	Print Name 	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 






- 29–

	EXECUTED by ___________________________	) 	 
	in the presence of: 	) 	 
	  	) 	 
	  	) 	 
	Signature 	) 	 
	  	) 	 
	Print Name 	) 	 
	  	) 	 
	Address 	) 	 
	  	) 	 
	  	) 	 
	  	) 	 
	Occupation 	) 	 


SCHEDULE “A” 
Purchase and Sale Agreement between

Clear, S.R.L. and Pluris Energy Group Inc. 

............

SCHEDULE “B”

To the Voluntary Pooling Agreement dated for reference
the ________day of __________________, 2008, and made by
the undersigned shareholders of Pluris Energy Group Inc. of the
First Part and COMPUTERSHARE TRUST COMPANY OF CANADA
(proposed trustee) of the Second Part.


  	Name of Shareholder 	Number of Shares
      	Signature of Shareholder 
	 	 	 
	 	 	 
	 	 	 







- 30–

SCHEDULE “C” 
Copies of share certificates




- 31–

Annex V
The commercial value of the contract for the
purposes of stamp tax will be of United States Dollars twenty ine Million (U$S
21,000,000).

Inventory. 
a) Facilities existing in the Area. 
b) The
assets subject to VAT have a total value of pesos nine Million four hundred and
eighty seven thousand eight hundred and fifteen ($ 9,487,815). 




- 32–

Annex VI
Liens, encumbrances or any other
precautionary measures over the Area

There are no liens, encumbrances or any other precautionary
measures affecting Clear’s rights over the Cerro Negro Field, to the date of
signature of this Contract. 




- 33–

Annex VII
Bank Guarantee

ASSIGNEE shall provide a guaranty for the payment of the Second
Installment and the Third Installment as detailed below:

1.- ASSIGNEE shall bond the payment of the Second
Installment and the Third Installment by means of a bank guarantee (hereinafter
the “Guarantee”) to be constituted by an international first class bank, to the
Assignor’s criteria.

2.- The Guarantee shall be constituted and handed over
to the Assignor invariably on or before Closing Day.

3.- The Guarantee shall include, at least, the following
  clauses, apart from de usual formalities: 

     3.1. - It shall be constituted
  for an amount of United States Dollars Thirteen Million (U$S 13,000,000 for
  capital, plus interests and damages arisen from the breaches.

     3.2. - The bank shall
undertake the obligation of being joint and several guarantor and primary payer,
with express relinquishment of the benefits of excussion, division and prior
notice to the debtor.

     3.3. - The Bank shall be
submitted to the same jurisdiction than the Parties and establish special
domicile in the City of Buenos Aires, Argentine Republic.

     3.4. - The Bank shall
declare that is aware and fully accepts the clauses and conditions of this
Contract.

     3.5. - Express statement
that the Guarantee shall not be terminated or novated by means of possible
extensions granted by the Assignor to the Assignee in compliance with its
obligations. 




- 34–

Annex VIII
CLEAR’s shareholders meeting n° 191 dated
June 30, 2008.