Converted by EDGARwiz







EXHIBIT 10.1




OIL AND GAS LEASE PURCHASE AGREEMENT







THIS AGREEMENT dated for reference January 3, 2007.




BETWEEN:




Tri-Petro Oil & Gas Corporation, 4943 Garden Grove Road, Grand Prairie, Texas 75052   (the ”seller”)




AND:




Ark Development, Inc., a body corporate, duly incorporated under the laws of the State of Nevada and having an office at 4225 New Forest Drive, Plano, Texas 75093 (the "Purchaser")







W H E R E A S:




A.

The Seller is the owner of a certain petroleum Lease located in Palo Pinto County, Texas. The Lease is more particularly described in Schedule "A" attached hereto which forms a material part hereof (collectively, the "Lease");




B.

The Seller has agreed to sell and the Purchaser has agreed to purchase a 100% right, interest and title in and to the seventy-five percent working interest in the Lease upon the terms and conditions hereinafter set forth;




NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and provisos herein contained, 




THE PARTIES HERETO AGREE AS FOLLOWS:




1.

SELLER’S REPRESENTATIONS




1.1

The Seller represents and warrants to the Purchaser that:




(a)

The Seller is the beneficial owner of the Lease and holds the right to transfer said Lease and to explore and develop the oil and gas deposits on the Lease;




(b)

The Seller holds the Lease free and clear of all liens, charges and claims of others, and the Seller has a free and unimpeded right of access to the Lease and has use of the Lease surface for the herein purposes;




(c)

The Lease has been duly and validly located and recorded in proper fashion with the Railroad Commission of the State of Texas and is in good standing  as of the date of this Agreement;




(d)

There are no adverse claims or challenges against or to the Seller’s ownership of the Lease nor to the knowledge of the Seller is there any basis therefore and there are no outstanding agreements or options to acquire or purchase the Lease or any portion thereof;




(e)

The Seller has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Seller is a party or by which he is bound or to which he is subject; and




(f)

No proceedings are pending for, and the Seller is unaware of any basis for, the institution of any proceedings which could lead to the placing of either Seller in bankruptcy, or in any position similar to bankruptcy.




1.2

The representations and warranties of the Seller set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the Lease by the Purchaser.




2.

THE PURCHASER'S REPRESENTATIONS




The Purchaser warrants and represents to the Seller that it is a body corporate, duly incorporated under the laws of the State of Nevada with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.




3.

SALE OF LEASE




The Seller hereby sells, grants and devises to the Purchaser a 100% undivided right, title and interest in and to the Seventy-Five Percent (75%) Working Interest in the Lease in consideration the Purchaser issuing 500,000 shares of the Purchaser’s restricted common stock to the Seller upon the closing of this Agreement plus $5,000 dollars cash.




4.

CLOSING




The sale and purchase of the interest in the Lease shall be closed concurrently with the execution of this Agreement at 5:30 P.M. on January 3, 2007 at the offices of the Seller, or such other place and time acceptable to both parties.




5.

FORCE MAJEURE




If the Purchaser is prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, labor disputes, lockouts, labor shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Purchaser, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and the Purchaser, insofar as is possible, shall promptly give written notice to the Seller of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Seller as soon as such cause ceases to exist.




6.

ENTIRE AGREEMENT




This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement.




7.

NOTICE




       7.1

Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered to the other party at its respective address first noted above, and any notice given as aforesaid shall be deemed to have been given, if delivered, when delivered, or if mailed, on the fourth business day after the date of mailing thereof.




       7.2

Either party may from time to time by notice in writing change its address for the purpose of this paragraph.




8.

RELATIONSHIP OF PARTIES




Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.




9.

FURTHER ASSURANCES




The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.




10.

TIME OF ESSENCE




Time shall be of the essence of this Agreement.




11.

TITLES




The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.




12.

NONSEVERABILITY




This Agreement shall be considered and construed as a single instrument and the failure to perform any of the terms and conditions in this Agreement shall constitute a violation or breach of the entire instrument or Agreement and shall constitute the basis for cancellation or termination.




14.

APPLICABLE LAW




The situs of the Agreement is Grand Prairie, TX and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the State of Texas




15.

INUREMENT




This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.




IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.




PURCHASER: ARK DEVELOPMENT, INC.

 




                           Per: /s/ Noah Clark




                                       Noah Clark, President

         

    







SELLER:          TRI-PETRO OIL & GAS CORPORATION




    Per: /s/ Jerry Capehart

                                        Jerry Capehart, President

     




SCHEDULE "A"







JOHNSON LEASE, PALO PINTO COUNTY, GRAFORD, TEXAS




LEGAL DESCRIPTION: All of the North Half of Survey No. 878 T.E.&L. Company Survey, Abstract 454 containing 160 Acres more or less.




RRC # 078866.