Nortia
      Capital Partners, Inc.

    400
      Hampton View Ct.

    Alpharetta,
      GA 30004

    770-777-6795

    770-777-6799
      (Fax)

    www.nortiacapital.com


    


    PRIVILEGED
      AND CONFIDENTIAL

    


    TRANSACTION
      AGREEMENT

    


    This
      transaction agreement (“Agreement”), entered into on the 1st day of March 2008
      sets forth the terms and conditions of the Transaction Agreement by and
      between:

     

    Nortia
      Capital Partners, Inc

    400
      Hampton View Ct.

    Alpharetta,
      GA 30004

    770-777-6795

    770-777-6799
      (Fax)

    


    (hereinafter
      referred to as the “Nortia”, “Nortia’s”) and,

     

    Knight
      Energy Corp.

    909
      Lake Carolyn Parkway, Suite 850

    Irving,
      TX 75039

    


    (hereinafter
      referred to as “the Company” or “the Company’s”) to act as the Company’s planner
      on the matter(s) set forth in this Agreement. In consideration of the mutual
      covenants of the parties set forth in this Agreement, the parties agree to
      the
      following terms, intending to be legally bound:

     

    1. Engagement.

     

    The
      Company has asked Nortia to represent the Company, as the Company’s planner with
      respect to Nortia assisting the Company with management issues such as mergers
      & acquisitions, capital markets strategies, public company issues and
      introduction to Investment Banking firms of which the compensations will be
      more
      particularly described in section 4 of this agreement.

     

    2. Our
      Duties.

     

    Under
      the
      terms of this Agreement and for consideration disclosed herein, Nortia agrees
      to
      use its best efforts to provide the Company consul with regards to management
      issues such as mergers & acquisitions, capital markets strategies, public
      company issues and introduction to Investment Banking firms.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. The
      Company’s Duties.

     

    The
      Company agrees to use the Company’s best efforts to cooperate with and assist
      the Nortia in, rendering the duties, including but not limited to, taking such
      actions and providing the Nortia with such documents, data, plans, and other
      information requested by Nortia to perform such duties.

     

    4. Compensation
      and Expenses

     

    The
      Company agrees to pay and will be billed separately for expenses that the Nortia
      may incur in its representation of the Company, including but not limited to,
      meals, long distance telephone charges, copies, couriers, approved third-party
      expenses, printing, and other reasonable expenses. The Company farther agrees
      that in the event that travel and or lodging becomes necessary to Nortia, the
      Company shall pay for theses expenses in advance. In addition to the Company’s
      payment of Nortias expenses, the Company agrees to compensate Nortia with a
      monthly cash payment of $20,000 for its services. Additionally, the Company
      agrees to compensate Nortia for additional services provided on an individual
      basis specifically related to investor presentations, trade shows,
      etc..

     

    5. Billing
      and Statements

     

    Nortia
      will send the Company statements monthly for all expenses and duties performed
      since the last statement. These invoices shall be due upon receipt. Finance
      charges of one and one-half percent per month will be assessed on all balances
      if payment on any invoice is not received within five (5) days after it is
      invoiced. Performance Fees shall be due and payable at the closing of completed
      transactions. Any Performance Fees not paid at such closing shall accrue
      interest at one and one-half percent per month until paid.

     

    6. Term
      and Termination.

     

    The
      term
      of this agreement is one year through February 28, 2009. Either party may
      provide the other with a thirty day written notice of intention to terminate.
      In
      the event that the engagement is terminated, the Company will pay to Nortia
      all
      expenses incurred through the effective date of the termination, as well as
      any
      additional compensation payable under the terms of Section 4 above. Nortia
      reserves the right to cease work on the Company’s behalf immediately upon notice
      in the event that the Company should become delinquent in any of the Company’s
      payment obligations. The provisions of Sections 4, 5, 6, 7, 8, and 9 shall
      survive the termination or expiration of this Agreement.

     

    7. Agency
      and Indemnification.

     

    Nortia
      is
      an independent contractor and not an employee, or partner of the Company.
      Neither of the parties shall undertake to bind the other as a partner or
      authorized agent. Nortia will use its best effort to represent the Company
      to
      others according to the information that the Company provided Nortia. Nortia
      does this on the assumption that the information and documents that the Company
      provided are complete and accurate. The Company shall undertake to make sure
      that the information and documents that the Company give North are complete
      and
      accurate. The Company agrees to indemnify, defend and hold Nortia and its
      owners, officers, employees and agents harmless from any liability, costs
      (including attorneys fees and court costs), expenses and damages, relating
      to
      its engagement by or representation of the Company, or the Company’s breach of
      the Company’s obligations contained in this Agreement. The Company will not have
      to indemnify the Nortia for its gross negligence or bad faith.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    8. Confidentiality.

     

    The
      terms
      of this Agreement are confidential and shall not be disclosed by either party
      without the written consent of the other party, except to each party’s lawyers
      or accountants, who shall not disclose it either. Nortia is authorized to
      disclose to others its engagement by the Company and to disclose to such parties
      any information and documents which Nortia deem necessary in order to fulfill
      its duties. All documents and information that the Company give Nortia shall
      only be used for these purposes. In the event that either of party has
      information or documents that are not to be disclosed to any third parties,
      such
      information or documents shall be appropriately identified and marked
“confidential” and shall not be disclosed without authorization.

     

    9. Jurisdiction
      and Venue.

     

    Each
      of
      the parties hereto waives trial by jury in any action or proceeding of any
      kind
      or nature in any court in which an action may be commenced by or against one
      another which arises out of or relates to this Agreement or Nortias engagement
      by or representation of the Company. In addition, each of the parties agrees
      that any court located in Dallas County, Texas shall have exclusive jurisdiction
      and proper venue to hear and determine any claims described in the preceding
      sentence. Each of the parties expressly consents and submits in advance to
      such
      jurisdiction and venue in any action or preceding in such court. The exclusive
      choice of jurisdiction and venue set forth in this Section 9 shall not be deemed
      to preclude the bringing of any action for the enforcement of any judgment
      obtained in such jurisdiction in any other appropriate enforcement
      jurisdiction.

     

    10. Miscellaneous.

     

    Neither
      party may assign its rights or obligations under this Agreement to any other
      party. The terms of this Agreement shall bind the successors, assigns and
      estates of the parties. The invalidity or unenforceability of any particular
      provision of this Agreement shall not affect its other provisions, and this
      Agreement shall be construed in all respects as if such invalid or unenforceable
      provision were omitted. This Agreement constitutes the entire, complete and
      definitive agreement between the Company and North. Any prior promises,
      communications, warranties, discussions, and representations have been merged
      into the terms of this Agreement and are canceled and superseded by it. No
      amendment or waiver of the terms of this Agreement or any provision hereof
      shall
      be effective unless made in a writing signed by both parties. This Agreement
      entered into in, and shall be governed by and construed under the laws of the
      State of Texas. The headings and captions used in this Agreement are for
      convenience of reference only, and shall in no way define, limit, expand or
      otherwise affect the meaning or construction of any provision of this Agreement.
      Any notice required or permitted to be given pursuant to this Agreement shall
      be
      deemed sufficiently given when delivered in person or three business days after
      being deposited in the United States mail, registered or certified mail, postage
      prepaid, addressed to the party to receive such notice using their address
      as
      set forth on the first page of this Agreement. Either of the parties may by
      written notice to the other change the notice address. This Agreement may be
      executed in any number of counterparts, each of which shall be deemed to be
      an
      original, but all of which together shall constitute one and the same
      agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    To
      signify the acceptance of these terms each party’s authorized agent executes and
      delivers this Agreement as of the date first set forth above.

     

    Nortia
      Capital Partners, Inc.

     

    
      	
              By: 
                ______________________________

            
	
              William
                J. Bosso 
                

            
	
              Date:
                _________________

            


    

     

    Knight
      Energy Corp.

    


    
      	
              By: 
                ______________________________ 

            
	
              Bruce
                A. Hall 
                

            
	
              Date: _________________