Exhibit 4.15

                            SHARE PURCHASE AGREEMENT

                                     Between

                               Forum Pacific Inc.

                                 ("The Vendor")

                                       And

                                  Mullins Group

                          ("Predecessors in Interest")

                                       And

                          Tracer Petroleum Corporation

                                ("The Purchaser")

                                       For

                              The Sale and Purchase
                                  of 66% of the
                        Issued & Fully Paid Share Capital
                                       of
                             Forum Exploration, Inc.

                                   Philippines

March 11, 2003

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                                      INDEX

CLAUSE                                                                  PAGE NO.
------                                                                  --------
1.  INTERPRETATION                                                             3

2.  CONDITIONS AND RESCISSION                                                  8

3.  SALE OF THE SALE SHARES                                                    8

4.  CONSIDERATION                                                              9

5.  CONDUCT OF BUSINESS PRIOR TO COMPLETION                                    9

6.  WARRANTIES AND UNDERTAKINGS                                               10

7.  MATTERS PRELIMINARY TO COMPLETION                                         11

8.  COMPLETION                                                                12

9.  RESTRICTIVE AGREEMENT                                                     14

10. MANAGEMENT                                                                15

11. FURTHER ASSURANCE                                                         15

12. TERMINATION                                                               15

13. CONFIDENTIALITY AND ANNOUNCEMENTS                                         16

14. NOTICES                                                                   16

15. SEVERABILITY                                                              17

16. CAPACITY                                                                  17

17. ENTIRE AGREEMENT                                                          17

18. AMENDMENTS                                                                18

19. WAIVER                                                                    18

20. COUNTERPARTS                                                              18

21. REMEDIES NOT EXCLUSIVE                                                    18

22. SUCCESSORS AND ASSIGNS                                                    18

23. PROVISIONS TO SURVIVE COMPLETION                                          18

24. COSTS                                                                     18

25. GOVERNING LAW                                                             18

26. JURISDICTION                                                              18

SCHEDULES
---------

1. THE VENDOR

2. THE COMPANY

3. THE LOANS

4. THE PROPERTY

5. TAX INDEMNITY

6. DISCLOSURE LETTER

7. JOINT ESCROW AGREEMENT

8. FIXED ASSETS IN CEBU

<PAGE>

THIS SHARE PURCHASE AGREEMENT ("AGREEMENT") is entered into this 11th. day Of
March 2003;

BETWEEN:

Forum Pacific Inc., incorporated in the Philippines, having its registered
office and principal place of business at 22/F Citibank Tower, 8741 Paseo de
Roxas, Makati City, Philippines (The "Vendor");

                                      And

Forum Exploration, Inc., incorporated in the Philippines, having its registered
      office and principal place of business at 22/F Citibank Tower, 8741 Paseo
      de Roxas, Makati City, Philippines (The "Company");

                                       And

Tracer Petroleum Corporation, incorporated in Canada, having its registered
      office and principal place of business at 1113 Laval Avenue SW, Calgary,
      Alberta, T2T 1L2, Canada ("The Purchaser")

And

Mullins Group, through Eastmark Limited, a Bermuda registered company
(hereinafter defined as "Predecessors in Interest").

      The above herein after collectively referred to as "the Parties".

WHEREAS:

(A)   The Company (as hereinafter defined) is duly incorporated in the
      Philippines and has an authorised share capital of PhP 750,000,000 divided
      into 750,000,000 ordinary shares of PhP 1 each, of which 187,500,000
      Shares have been issued and are fully paid up. The Company has no
      Subsidiaries or Associated Companies.

(B)   The Vendor is Forum Pacific Inc. who is the beneficial owners of the
      number of Sale Shares (as hereinafter defined) and has agreed to sell and
      the Purchaser has agreed to purchase the Sale Shares upon the terms and
      conditions hereinafter set out.

(C)   Mullins Group through Eastmark Limited are the Predecessors in Interest
      under the Summary of Terms entered into with the Vendor in August 2002
      under the terms of which Mullins Group have the sole rights to acquire 66%
      of the issued and fully paid Equity Share Capital of the Company under the
      terms and conditions as referred to herein.

<PAGE>

NOW, IT IS HEREBY AGREED AS FOLLOWS:-

1.    INTERPRETATION

1.1   In this Agreement and the Recitals hereto, unless the context otherwise
      requires: -

      "Accounts"            means the audited balance sheet as at the Last
                            Accounts Date and audited profit and loss account
                            for the year ended on the Last Accounts Date of the
                            Company, including in the case of the Company, the
                            audited balance sheet as at that date and the
                            audited profit and loss account for that year
                            (including the notes thereto) and together with the
                            reports and other documents required by law to be
                            annexed or attached to them;

      "Associate"           means:

                            (a)   in relation to an individual:

                                  (i)   any Close Relative;

                                  (ii)  any trust not being a Public Trust in
                                        which the individual or any Close
                                        Relative has an interest (whether
                                        contingent, discretionary or otherwise)
                                        or any trustee of such a trust;

                                  (iii) any company which is or may be
                                        controlled by any of the foregoing or
                                        by any two or more of them; or

                                  (iv)  any Related Company of any such company;

                            (b)   in relation to a corporation, any Related
                                  Company or Associated Company or any director
                                  or any person who alone or jointly controls
                                  the Corporation, and any Associate of such
                                  person; and

                            (c)   in relation to the Vendor (in addition to
                                  those persons described above) any person who
                                  has any interest (whether contingent,
                                  discretionary or otherwise) in any trust
                                  (other than a Public Trust) to which any
                                  Shares held by the Vendor are subject and any
                                  Associate of such person;

<PAGE>

     "Associated Company"   means a company in which the Company holds shares
                            conferring the right to 10 per cent or more of the
                            votes which would be cast on a poll at a general
                            meeting of such company and which is not a
                            Subsidiary;

     "Auditors"             mean the auditors of the Company, from time to time;


     "Business"             means the business of the Company as normally
                            carried on by it;

     "Business Day"         means a day other than a Saturday on which banks are
                            open for business in the Philippines;

     "Close Relative"       means any spouse, child, step-child, adopted child,
                            grandchild, parent or spouse's parent; or any child,
                            step-child, adopted child or grandchild of any such
                            person; or any spouse of any of the foregoing, and
                            for the purposes of this definition "spouse"
                            includes de facto spouse or co-habitee;

     "Company"              means Forum Exploration, Inc., details of which are
                            contained in Schedule 2;

     "Companies Law"        means the Corporate Law and Regulations as amended
                            from time to time of the Republic of the Philippines

     "Completion"           means the performance by the parties of their
                            respective obligations in accordance with the
                            provisions of Clause 8;

     "Completion Accounts"  means the audited financial statements of the
                            Company for the year ended December 31, 2002;

     "Completion Date"      means the date fixed for completion pursuant to
                            Clause 8 and where the context requires also means
                            the performance by the parties of their respective
                            obligations in accordance with the provisions of
                            Clause 8.2;

     "Conditions"           means the conditions set out in Clause 2;

     "Directors"            means the directors of the Company as more
                            particularly set out at Schedule 2;

<PAGE>

     "Disclosure Letter"    means the disclosure letter of even date herewith
                            from the Vendor to the Purchaser;

     "Group or Group        means the Company and its Subsidiaries if any for
     Companies"             the time being;

     "Institute"            means the Institute of Certified Public Accountants
                            in the Philippines or similar ruling body;

     "Intellectual          means any patent, patent application, know-how,
     Property Rights"       trade mark, trade mark application, trade name,
                            registered design, copyright or other similar
                            industrial or commercial right;

     "Last Accounts Date"   means December 31, 2002, being the date to which the
                            Accounts have been prepared and Audited;

     "Loans"                means the amounts due from the Company to the Vendor
                            and to Timothy Strong as representative of the
                            Mullins Group on the Completion Date in the amounts
                            stated in the Accounts and as more particularly
                            described (including the terms thereon as to
                            repayment to the Vendor) as set out in Schedule 3;

     "Management Accounts"  means the monthly management accounts of the Company
                            for the period from the Last Accounts Date until
                            January 31, 2003;

     "Net Assets"           means the issued share capital of the Company plus
                            or minus the amount standing to the credit of or
                            debited to reserves (including profit and loss
                            account), as shown in the Completion Accounts;

     "Net Profits"          means in relation to the period from the Last
                            Accounts Date to Completion or to any other
                            financial period, the profits (less losses) of the
                            Company as shown by the Completion Accounts or their
                            audited accounts for that period (as appropriate):

                            (a)   after deducting all expenses of working and
                                  management including, without limitation,
                                  directors' remuneration (whether by way of
                                  fees, salary or commission) and depreciation;

                            (b)   before deducting any Taxation on profits;

<PAGE>

                            (c)   without taking into account profits or losses
                                  of a capital nature arising on a disposal of
                                  fixed assets, investments, plant or any other
                                  assets of any Group Company;

                            (d)   after deducting any part of the profits or
                                  adding back any part of the losses
                                  attributable to shares in any company not
                                  owned directly or indirectly by any Group
                                  Company; and

                            (e)   after making such adjustments as the Company's
                                  auditors deem appropriate;

     "PhP"                  means Philippine Pesos;

     "Property"             means the property owned, occupied and/or used by
                            the Company including the Oil and Gas Exploration
                            Agreements entered into between the Company and the
                            Department of Energy of the Philippines as at the
                            date hereof, full particulars of which are set out
                            at Schedule 4;

     "Related Company"      of a corporation means any subsidiary or holding
                            company of such corporation and any subsidiary of
                            any holding company of such corporation;

     "Sale Shares"          means 125,000,000 fully paid shares of the Company
                            as agreed between the Parties to be bought and sold
                            pursuant to this Agreement;

     "Shares"               means the ordinary shares of PhP 1 each in the
                            capital of the Company and "Shareholders" shall be
                            construed accordingly;

     "Stock Exchange"       means the Philippine Stock Exchange;

     "Subsidiary"           means the companies other than the Company, brief
                            particulars of which, if any, are set out at
                            Schedule 2 part 2;

     "Tax Indemnity"        means The Tax Indemnity Letter to be executed on
                            Completion by the Vendor in favour of the Company
                            and the Purchaser substantially in the form set out
                            in Schedule 5;

     "Taxation"             means:-

                            (a)   any liability to any form of taxation whenever
                                  created or imposed and whether of the

<PAGE>

                                  Philippines or of any other part of the world
                                  and without prejudice to the generality of the
                                  foregoing includes profits tax, provisional
                                  profits tax, interest tax, salaries tax,
                                  property tax, taxes on income, estate duty,
                                  capital duty, stamp duty, payroll tax,
                                  withholding tax, rates, customs and excise
                                  duties and generally any tax, duty, impost,
                                  levy or rate or any amount payable to the
                                  revenue, customs or fiscal authorities whether
                                  of the Philippines or of any other part of the
                                  world;

                            (b)   an amount equal to any deprivation of any
                                  relief, allowance, set off, deduction in
                                  computing profits or right to repayment of
                                  taxation granted by or pursuant to any
                                  legislation concerning or otherwise relating
                                  to taxation; and

                            (c)   all costs, interest, penalties, charges and
                                  expenses incidental or relating to taxation or
                                  to any relief, allowance, set off or deduction
                                  in computing profits or right to repayment of
                                  taxation which is the subject of the
                                  warranties and indemnities contained in
                                  Schedule 7 to the extent that the same is/are
                                  payable or suffered by the Company;

     "Total Consideration"  means the consideration that is the obligation of
                            the Purchaser as particularly described at Clause 4

     "Vendor's Attorneys"   means Corporate Counsels, Philippines Law Offices,
                            21/F Pacific Star Building, Gil Puyat corner Makati
                            Avenue, Makati City, Philippines,

     "Warranties"           means the warranties, representations and
                            undertakings on the part of the Vendor given
                            pursuant to Clause 6;


     "Warrantors"           means together the Vendors and Directors.

     "Warranty Claim"       means any claim made by the Purchaser for breach of
                            any of the Warranties or any claim made by the
                            Purchaser and/or the Company.


<PAGE>

1.2   In this Agreement, words importing the singular include the plural and
      vice versa, words importing one gender include both genders and the neuter
      and references to persons include bodies corporate or unincorporated.

1.3   References in this Agreement to statutory provisions are references to
      those provisions as respectively amended or re-enacted from time to time
      (if and to the extent that the provisions as amended or re-enacted are for
      the purposes hereof equivalent to those provisions before such amendment
      or re-enactment) and shall include any provision of which they are
      re-enactments (if and to the extent aforesaid) and any subordinate
      legislation made under such provisions.

1.4   References herein to "Clauses", "Schedules" and "Annexures" are to clauses
      of and schedules and annexures to this Agreement respectively and a
      reference to this Agreement includes a reference to each Schedule and to
      any Annexures hereto.

1.5   The headings and table of contents in this Agreement are for convenience
      only and shall not affect its interpretation.

1.6   The expression "material" whenever used in this Agreement shall be deemed
      to mean a commitment, liability or claim in an amount in excess of PhP
      500,000;

1.7   A document expressed to be "in the agreed form" means a document the terms
      of which have been agreed by or on behalf of the parties hereto and a copy
      of which has been signed for the purpose of identification by or on behalf
      of the parties hereto.

1.8   References to "parties" are to parties to this Agreement.

1.9   Any reference to the Vendor and Directors includes, where appropriate,
      their personal representatives or successors in title, as the case may be.

1.10  References to "persons" include any individual, bodies corporate or
      unincorporated, firm, partnerships, joint ventures, associations,
      government departments or agencies, organisations or trusts (whether or
      not having a separate legal personality).

2.    CONDITIONS AND RESCISSION

<PAGE>

2.1   The respective obligations of the parties to effect completion of the
      transactions contemplated by this Agreement in accordance with Clause 8
      shall be conditional upon:

      (A)   The passing at a duly convened extraordinary or annual general
            meeting of the members of the Vendor and Purchaser of a resolution
            of Directors an ordinary resolution of shareholders to approve the
            sale and purchase of the Sale Shares on the terms hereof which is
            pursuant to the Summary of Terms as approved by the Board of
            Directors of the Vendor on December 24 2002 pursuant to previous
            authorization by the Stockholders in the Annual Stockholders Meeting
            on October 14, 2002.

      (B)   The effective release (conditional only upon Completion and in terms
            satisfactory to the Purchaser) of the Company from all guarantees,
            suretyships, indemnities, collateral securities and letters of
            comfort of whatsoever nature in respect of the liabilities of the
            Vendor any member of the Company or any director or employee of the
            Company.

      (C)   Confirmation (addressed to the Purchaser) from the Auditors that
            there has been no material adverse change in the financial condition
            or deterioration in the net asset position of the Company since the
            Last Accounts Date.

      (D)   Confirmation (satisfactory to the Purchaser) immediately prior to
            Completion that no fire, flood, catastrophe or other event of
            whatsoever nature has occurred that is materially prejudicial to the
            Company.

      (E)   The grant of permission by the Stock Exchange if applicable, subject
            only to allotment;

2.2   The Vendor shall use its best endeavours to procure the fulfilment of the
      Conditions as soon as reasonably practicable and in any event before the
      agreed Date of Completion (or such later date as the Vendor and the
      Purchaser may agree).

2.3   The Purchaser may at any time waive in writing any of the Conditions and
      such waiver may be made subject to such reasonable terms and conditions as
      determined by the Purchaser.

2.4   If any of the Conditions have not been fulfilled on or before 5:00 p.m. on
      the Date of Completion (or such later date as the Vendor and the Purchaser
      may agree) then this Agreement shall be of no further effect but without
      prejudice to the then accrued rights and obligations of the parties and
      shall be without prejudice to the continued application of Clauses 6 and
      12 to 25 inclusive, insofar as pertinent.

<PAGE>

2.5   The Purchaser shall be entitled to rescind this Agreement by notice in
      writing to the Vendor if prior to Completion it appears that any of the
      Warranties is not or was not true and accurate in all respects or if any
      act or event occurs which had it occurred on or before the date hereof,
      would have constituted a breach of any of the Warranties or if there is
      any material breach or nonfulfilment of any of the Warranties which (being
      capable of remedy) is not remedied prior to Completion.

3.    SALE OF THE SALE SHARES

3.1   The Vendor, as beneficial owners, shall sell the Sale Shares and the
      Purchaser shall, in reliance upon the Warranties, purchase or procure the
      purchase of, the Sale Shares free from all rights of pre-emption, options,
      liens, claims, equities, charges, encumbrances or third-party rights of
      any nature and with all rights now or hereafter becoming attached or
      accruing thereto as from the date of this Agreement.

3.2   The Vendor hereby waive any rights of pre-emption they may have in
      relation to any of the Sale Shares under the articles of association of
      the Company or otherwise.

4.    CONSIDERATION

4.1   The Total Consideration shall be applied and be satisfied as follows:

(i).  Procurement by the Purchaser of the necessary funding in the form of
      on-demand loan bridging financing basis extended to the Company of the
      necessary and immediate obligations of the Company from November 1, 2002
      until the Completion Date.

(ii)  Funding of the Company including the Company's necessary overheads
      administration costs and the compulsory exploration program of the Company
      in compliance with the requirements of the Department of Energy of the
      Philippines for the compulsory work program in Service Contract 40 and the
      new GSEC for an extended exploration acreage totalling approximately 1.28
      million hectares which will include the Manila Bay area of GSEC 92 acreage
      all of the above being for the calendar years 2003 and 2004 such funding
      to be on the basis of on demand non-interest bearing advances from the
      Purchaser to the Company as similarly provided to the Company by the
      Vendor to date.

5.    CONDUCT OF BUSINESS PRIOR TO COMPLETION

5.1   The Vendor undertakes that they will procure that from the date hereof the
      business of the Company will be operated in a normal and prudent basis and
      in the ordinary course of day-to-day operations and, will not do or omit
      to do (or allow to be done) or to be omitted to be done any act or thing
      (in either case whether or not in the ordinary course of day-to-

<PAGE>

      day operations) which is material and in particular (but without limiting
      the generality of the foregoing) will procure that the Company shall not
      prior to Completion, without the prior written consent of the Purchaser:-

      (A)   issue or agree to issue any share or loan capital or grant or agree
            to grant or redeem any option or amend the terms of any existing
            option over or right to acquire or subscribe any of its share or
            loan capital.

      (B)   borrow or agree to borrow or raise money other than in relation to
            the operation of bank accounts within existing limits and as in the
            ordinary course of its business.

      (C)   enter into any material contract or other material transaction or
            capital commitment or undertake any material contingent liability in
            excess of PhP 500,000 or any long-term, onerous or unusual
            agreements.

      (D)   terminate any agreement, arrangement or understanding or waive any
            right of material value.

      (E)   declare, pay or make any dividends or other distributions.

      (F)   create or permit to arise any mortgage, charge, lien, pledge, other
            form of security or encumbrance or equity of whatsoever nature,
            whether similar to the foregoing or not, on or in respect of any
            part of its undertaking, property or assets other than liens arising
            by operation of law in amounts which are not material.

      (G)   give any guarantee, indemnity, surety or security.

      (H)   appoint any new directors or employ any new employees or change or
            agree to a change in the terms and conditions of any existing
            directors or employees.

      (I)   dispose or agree to dispose of or acquire or agree to acquire any
            material asset.

      (J)   dispose of the ownership, possession, custody or control of any
            corporate or other books or records.

      (K)   other than in the ordinary and usual course of its business, begin,
            compromise, settle, release, discharge or compound any material
            civil, criminal, arbitration or other proceedings or any material
            liability, claim, action, demand or dispute or waive any right in
            relation to any of the foregoing.

      (L)   otherwise than in the ordinary course of its business, release
            compromise or write off any material amount recorded in the books of
            account of the Company as owing by any debtors of the Company.

      (M)   let or agree to let or otherwise part with possession or ownership
            of the whole or any part of the Property nor purchase, take on lease
            or assume possession of any real property.

      (N)   terminate any or allow to lapse any insurance policy now in effect
            or default under any provision thereof.

<PAGE>

      (O)   do, allow or procure any act or omission which would constitute a
            breach of any of the Warranties if given at any time up to
            Completion.

      (P)   enter into or agree to enter into any material hire purchase,
            leasing, rental or conditional sale agreement.

5.2   The Vendor hereby undertakes to procure that from the date hereof until
      Completion (save with the prior written consent of the Purchaser) that
      reasonable notice of meetings of the board of directors of the Company
      (together with an agenda of the business to be transacted at such meetings
      and all supporting documents) is provided in a timely fashion to the
      Purchaser and that a duly authorised representative of the Purchaser be
      permitted to attend at all meetings and to participate fully in any
      discussions but without voting rights thereat.

5.3   The Purchaser shall not unreasonably withhold or delay its consent to the
      Company taking any action, as set out at Clause 5.1, which is consistent
      with the ordinary and usual course of business as presently carried on by
      it.

6.    WARRANTIES AND UNDERTAKINGS

6.1   The Vendor as a condition of this Agreement, hereby jointly and severally
      warrants (1) to the Purchaser contracting for itself and as trustee for
      the Company and for any successor in title of the Purchaser and (2) to any
      successor in title to any of the Sale Shares and (3) to any successor in
      title to a part or all of the undertaking of the Company (to the intent
      that the Purchaser shall be entitled to rescind this Agreement in the
      event of a breach of any of the Warranties without incurring any liability
      to any of the other parties as a result of such rescission).

6.2   The Vendor undertakes in relation to any Warranty which refers to the
      knowledge, information or belief of the Vendor , that he has made full
      enquiry into the subject matter of that Warranty.

6.3   Each of the Warranties is without prejudice to any other Warranty and,
      except where expressly stated otherwise, no Clause of this Agreement shall
      govern or limit the extent or application of any other Clause.

6.4   The Vendor will promptly disclose in writing to the Purchaser any event or
      circumstance which arises or becomes known to him prior to Completion and
      is inconsistent with any of the Warranties or the contents of the
      Disclosure Letter or might be material to be known by a purchaser for
      value of the Sale Shares.

<PAGE>

6.5   The rights and remedies of the Purchaser in respect of any breach of the
      Warranties shall not be affected by Completion, by any investigation made
      by it or on is behalf into the affairs of any Group Company, by its
      rescinding or failing to rescind this Agreement, or failing to exercise or
      delaying the exercise of any right or remedy, or by any other event or
      matter, except a specific and duly authorised written waiver or release,
      and no single or partial exercise of any right or remedy shall preclude
      any further or other exercise.

6.6   None of the information supplied by the Company or its professional
      advisers to any of the Vendor or its agents, representatives or advisers
      in connection with the Warranties and the contents of the Disclosure
      Letter, or otherwise in relation to the business or affairs of the
      Company, shall be deemed a representation, warranty or guarantee of its
      accuracy by the Company to the Vendor, and the Vendor waives any claims
      against the Group Company or any director or employee thereof which they
      might otherwise have in respect of it.

6.7   The Vendor shall procure that, except so far as may be necessary to give
      effect to this Agreement, the Company shall not before Completion without
      the prior written consent of the Purchaser:

      (A)   do, procure or allow anything which may cause, constitute or result
            in a breach of the Warranties; or

      (B)   in any way depart from the usual course of its business.

6.8   Notwithstanding any rule of law or equity to the contrary, any release,
      waiver or compromise or any other arrangement of any kind whatever which
      the Purchaser may agree to or effect in relation to the Vendor in
      connection with this Agreement, and in particular the Warranties, shall
      not affect the rights and remedies of the Purchaser in relation to the
      other Vendors.

6.9   The Vendor acknowledges that the Purchaser is entering into this Agreement
      in reliance upon the accuracy of each of the Warranties.

6.10  The Vendor shall indemnify and keep indemnified the Purchaser against any
      costs, expenses and liabilities which the Purchaser may incur either
      before or after the commencement of any action in connection with the
      settlement of any claim that any of the Warranties are untrue or
      misleading or have been breached or any legal proceedings in which the
      Purchaser claims that any of the Warranties are untrue or misleading or
      have

<PAGE>

      been breached in which judgement is given for the Purchaser and the
      enforcement of any such settlement or judgement.

6.11  The Purchaser shall be entitled to set off the amount of any claim if any
      of the Warranties are misleading or untrue or have been breached at any
      time.

6.12  Any provisions of this Agreement seeking to restrict and/or limit the
      liability of the Vendor in respect of any claim under the Warranties shall
      not apply to the extent that such claim arises or derives from or out of
      any dishonest or fraudulent act or omission or wilful misconduct or wilful
      concealment by the Vendor, the Company or any of the directors of
      employees thereof.

6.13  The Warranties shall continue in full force and effect after Completion.

7.    MATTERS PRELIMINARY TO COMPLETION

7.1   As from the date of this Agreement and prior to Completion, the Vendor
      shall procure that the Purchaser and any persons authorised by it will be
      given all such information relating to the Company as the Purchaser may
      reasonably require for the purpose of reviewing the financial condition
      and business of the Company and, without prejudice to the generality of
      the foregoing, shall make available and procure that the Company shall
      make available to authorised representatives of the Purchaser not less
      than five Business Days prior to Completion:-

      (A)   the statutory books of the Company;

      (B)   details of all bank accounts of the Company (including, the name and
            address of the bank with whom the account is kept and the number and
            nature of the account) and a statement of the credit or debit
            balance thereon as at the close of business on a date not being more
            than seven Business Days prior to the date of this Agreement;

      In performance of its obligations hereunder the Vendor shall not be
      required to take any action which may disrupt the day to day business of
      the Company or provide any information which, as a matter of law or
      contract, is required to be kept confidential.

7.2   The Vendor shall procure that prior to Completion all indebtedness of
      whatsoever nature (whether or not presently payable) owed to the Company
      by any of the Vendors or their Associates including Wellex Group of
      Companies or any director or employee of the Company or any Associate of
      any such director or employee shall be fully paid and satisfied in cash.

<PAGE>

8.    COMPLETION

      8.1 Subject to the provisions of Clause 5 providing for the satisfactory
conduct of the business of the Company prior to completion having been duly
complied with, completion shall take place, on the date falling one Business Day
after the date on which the Conditions shall have been satisfied (or waived) (or
such later date as the parties hereto may agree in writing), at the Vendor's
offices in Manila, Philippines.

8.2   On Completion: -

      (A)   the Vendor shall deliver or procure delivery to the Purchaser:-

            (i)    Instruments of transfer and sold notes in respect of the Sale
                   Shares duly executed by the Vendor in favour of the Purchaser
                   or subsidiary company as the Purchaser may nominate;

            (ii)   The share certificate in respect of the 125,000,000 Sale
                   Shares such Share Certificate to be issued prior to
                   completion and held in escrow under the terms of the Escrow
                   Agreement as set out in Schedule 7;

            (iii)  Certified true copies of any power of attorney or other
                   authority pursuant to which this Agreement and any document
                   referred to herein may have been executed;

            (iv)   Letters of resignation by such of the existing directors and
                   secretaries of the Company as the Purchaser may nominate in
                   writing, such resignations to confirm that they have no
                   claims against the Company, whether by way of compensation
                   for loss of office or otherwise howsoever, such resignations
                   to take effect immediately following Completion;

            (v)    The duly executed Tax Indemnity;

            (vi)   Certified true copies of the Board Minutes of the Company
                   resolving the matters as referred to in Clause 8.2(C);

            (vii)  The letter of resignation of the existing auditors of the
                   Company confirming that they have no outstanding claims of
                   any kind against the Company together with a statement
                   pursuant to applicable provisions of Philippine Corporate Law
                   to the effect that there are no circumstances connected with
                   such resignation that the existing auditors consider should
                   be brought to the notice of members or creditors of the
                   Company;

            (viii) Evidence of the revocation of all existing mandates in
                   respect of the operation of the bank accounts of the Company
                   together with the issue of new mandates giving authority to
                   such persons as the Purchaser may nominate;

            (ix)   Written confirmation from the Vendor that there are no
                   subsisting guarantees given by the Company in favour of any
                   entity and that after

<PAGE>

                   compliance with clause 8.2(B) the Vendor will be indebted to
                   the Company or vice versa;

            (x)    The statutory books of the Company complete with certificate
                   of incorporation and common seal;

            (xi)   Title Deeds and Agreements and all related correspondence
                   relating to the Property;

            (xii)  Certificates by the Company's banks of the amount standing to
                   the debit or credit of such accounts at the close of business
                   on the day proceeding by 48 hours the day of Completion;

            (xiii) All credit and/or charge cards held by the Directors for the
                   account of the Company be delivered to the Purchaser;

            (xiv)  A certificate from the Vendor to the Company in the agreed
                   form as to the title of the Company to the Properties;

            (xv)   delivery of the service agreements for the Officers of the
                   Company who are presently employed by the Vendor and who will
                   continue to offer their services to the Company under
                   identical terms being seconded from the Vendor to provide
                   full-time service to the Company with no mark-up from the
                   Vendor of cost of employment or recovery of past benefits or
                   rights save for an increase in base salary of 5% commencing
                   January 1, 2003.

            (xvi)  The Disclosure Letter duly signed by the Vendor.

      (B)   The Vendor shall repay all monies owing by them to the Company
            whether due for payment or not.

      (C)   The Vendor and the Purchaser shall procure that a board meeting of
            the Company be held at which resolutions shall be passed approving:-

            (i)    the registration of the transfer of the Sale Shares (subject
                   to the production of duly completed and stamped transfers);

            (ii)   the resignation of such directors as may be required by the
                   Purchaser;

            (iii)  the appointment of such additional directors as may be
                   required by the Purchaser;

            (iv)   the entry into and execution by the Company of the Tax
                   Indemnity; and

            (v)    the cancellation of all existing bank mandates in force for
                   the Company [and the Subsidiaries] and their alteration and a
                   notice of change of the correspondence address of the Company
                   shall be delivered in such manner as the Purchaser shall at
                   Completion reasonably require provided that any such request
                   of the Purchaser shall be notified to the Vendors not less
                   than 2 Business Days prior to Completion.

<PAGE>

8.3   On Completion the Purchaser shall provide to the Vendor:

      (A)   Confirmation in writing by the Purchaser to the Vendor that the
            Purchaser has procured adequate funding to meet the contractual
            obligations of the Company to the Department of Energy of the
            Philippines,

      (B)   Letter of support from the Purchaser that funding of the financial
            obligations of the Company will be met by the Purchaser in the form
            of non-interest bearing loan advances from time to time as necessary
            for calendar years 2003 and 2004 in compliance with Clause 8.3(A)
            above,

      (C)   Copy Of the report of PGS as the Independent Expert Petroleum
            Consultants, based on the evaluation by PGS of the oil and gas
            properties of the Company .

8.4   The Purchaser may in its absolute discretion waive any requirement
      contained in Clause 8.2 and shall not be obliged to complete the purchase
      of the Sale Shares if the Vendor fails to comply with the requirements of
      Clause 8.2 and may instead rescind this Agreement without prejudice to any
      other remedy it may have.

8.5.  If either the Purchaser or the Vendor shall be unable to comply with any
      of its or their respective obligations under this Clause 8 on or before
      Completion the party not in default may:-

      (A)   defer Completion to a date not more than 28 Business Days after the
            said date (and so that the provisions of this sub-paragraph (a)
            shall apply to Completion as so deferred); or

      (B)   proceed to Completion so far as practicable but without prejudice to
            that party's rights (whether under this Agreement generally or under
            this Clause) to the extent that the other party shall not have
            complied with their obligations thereunder; or

      (C)   rescind this Agreement, in which event the provisions of Clause 12
            shall apply and, without prejudice to the generality of the
            foregoing, the provision of Clause 12.2 shall continue in full force
            and effect notwithstanding such rescission.

8.6   This Agreement shall, notwithstanding Completion, remain in full force and
      effect with regard to any of the provisions remaining to be performed or
      carried into effect and, without limitation to the generality of the
      foregoing, with regard to all obligations, guarantees, representations,
      undertakings and warranties.

<PAGE>

9.    RESTRICTIVE AGREEMENT

9.1.  Subject to the rules and regulations of the Philippine Securities and
      Exchange Commission and the Philippine Stock Exchange and for the purpose
      of assuring to the Purchaser the full benefit of the business and goodwill
      of the Company, the Vendor undertakes by way of further consideration for
      the obligations of the Purchaser under this Agreement, as separate and
      independent agreements, that they will not at any time after Completion
      disclose to any person, or themselves use for any purpose, and shall use
      their best endeavours to prevent the publication or disclosure of, any
      information concerning the business, accounts or finances of the Company
      or any of its clients' or customers' transactions or affairs of which they
      have knowledge;

9.2   The parties consider that the restrictions set out in this Clause 9 are
      fair and reasonable. However, if it should be found in any court or other
      judicial enquiry or other proceedings that any of the above restrictions
      are void and if by deleting part of the wording or substituting shorter
      periods of time or a different geographical limit or more restricted
      ranges of activities it would not be void then there shall be substituted
      such next less extensive periods and/or limit and/or activities as shall
      render this Clause valid and enforceable.

10.   MANAGEMENT

10.1  The Purchaser will provide Management and Technical services to the
      Company in accordance with generally accepted principles for good
      corporate governance.

10.2  Management Services will be provided under the terms of a Management
      Agreement to be entered into between the Company and the Purchaser under
      the terms of which the Purchaser will provide to the Company with
      management services in accordance with internationally accepted standards
      for good corporate management and governance on competitive terms and
      conditions for the efficient operation of the business of the Company.

10.3  Technical Services will be provided under the Terms of a Technical
      Services Agreement to be entered into between the Company and the
      Purchaser upon terms and conditions in compliance with International and
      Philippine Oil Industry standards.

10.4  Joint Operating Agreement whereby the Purchaser will be the Operator of
      the Properties as defined herein upon terms and conditions in compliance
      with International and Philippine Oil Industry standards.

11.   FURTHER ASSURANCE

11.1  The Vendor covenants that it shall execute and perform such further
      documents and acts as the Purchaser may reasonably require effectively to
      vest the beneficial and registered ownership of the Sale Shares in the
      Purchaser or any of its nominee or nominees free

<PAGE>

      from all charges, liens, encumbrances, equities and other adverse claims
      and interests and with all rights now and hereafter attaching thereto and
      otherwise to give effect to the Vendor's obligations under this Agreement.

11.2  The Vendor hereby irrevocably appoint the Purchaser and any director or
      officer for the time being of the Purchaser jointly and severally as its
      attorneys for and on behalf of the Vendor and in the name of the Vendor to
      execute, seal and deliver and do all such acts and otherwise perfect any
      such documents as are mentioned in Clause 11.1 as the Vendor themselves
      could have done, as the Purchaser and/or such director or officer shall
      deem necessary for the purposes therein mentioned. The Vendor hereby
      agrees to indemnify and keep indemnified such attorneys for all costs,
      liabilities and expenses incurred by them when acting or purporting to act
      as the same and agree, if so required by any of the attorneys, forthwith
      on their demand, to ratify, allow and confirm any act of any of them
      pursuant or purporting to be done pursuant to Clause 11.1. This power of
      attorney shall be conclusive and binding upon the Vendor and no person
      having dealings with the above attorneys shall be under any obligation to
      make enquiries as to whether such power has been revoked and all acts
      thereunder shall be valid and binding on the Vendor.

12.   TERMINATION

12.1  If the Purchaser elects to rescind or terminate this Agreement in
      accordance with either Clause 2.5 or 8.5 then all rights and obligations
      of the parties shall cease to have effect immediately upon rescission or
      termination except that rescission or termination shall not affect the
      then accrued rights and obligations of the parties and shall be without
      prejudice to the continued application of Clauses 12 to 25 inclusive.

12.2  If the Purchaser shall rescind this Agreement whether pursuant to any
      provision hereof the Vendors shall jointly and severally indemnify the
      Purchaser against all costs, charges and expenses incurred by it in or
      relating to the negotiation, preparation and rescission of this Agreement
      any investigation or enquiry into the Company carried out by or on behalf
      of the Purchaser whether before or after entering this Agreement.

13.   CONFIDENTIALITY AND ANNOUNCEMENTS

13.1  The Purchaser will, and will procure its associates and advisers will,
      treat in confidence all non-public information regarding the Company
      contained in written documents and materials ("Confidential Material")
      which they may obtain from the Company and in the event that Completion is
      not effected and this Agreement is rescinded or otherwise terminated, will
      return such Confidential Material to the Company.

<PAGE>

13.2  The Vendor hereby undertakes to the Purchaser that they will not, at any
      time after the date of this Agreement, divulge or communicate to any
      person other than to its professional advisers, or when required by law,
      or to officers or employees of the Company whose province it is to know
      the same or on the instructions of the board of directors of the Company,
      any confidential information concerning the business, accounts, finance or
      contractual arrangements or other dealings, transactions or affairs of the
      Company which may be within or may come to their knowledge and they shall
      use their reasonable endeavours to prevent the publication or disclosure
      of any such confidential information concerning such matters.

13.3  No public announcement or communication of any kind shall be made in
      respect of the subject matter of this Agreement unless specifically agreed
      between the parties or unless an announcement is required pursuant to any
      applicable law including the requirements of the Philippine and/or the New
      York Stock Exchanges, or any other recognised stock exchange or
      appropriate Regulatory Authority. Any announcement by any party required
      to be made pursuant to any applicable law or the requirements of any
      relevant stock exchange or Regulatory Authority shall be issued only after
      such prior consultation with the other parties as is reasonably
      practicable in the circumstances.

13.4  In the event of any conflict or inconsistency between the provisions of
      this Agreement (other than, and to the extent only that the Disclosure
      Letter qualifies, the Warranties) and the Disclosure Letter the provisions
      of this Agreement shall prevail.

14.   NOTICES

14.1  Any notice consent and the like required or permitted to be given or
      served under this Agreement may be given or served by facsimile or by
      leaving the same with or sending the same by registered post to the party
      to or on which the same is to be given or served at the address specified
      opposite the name of that party or at such other address as that party
      shall specify by written notice given to the other party as provided in
      this Clause: -

      If to the Vendor:

      Forum Pacific, Inc.
      22/F Citibank Tower, 8741 Paseo de Roxas, Makati City, Philippines
      Fax No: 632 -848-1137, For the Attention of Peter Salud, President

      If to the Company:

<PAGE>

      Forum Exploration, Inc.
      22/F Citibank Tower, 8741 Paseo de Roxas, Makati City, Philippines
      Fax No: 632 -848-1137, For the Attention of: Peter Salud, President

      If to the Purchaser:

      Tracer Petroleum Corporation
      1113 Laval Avenue SW, Calgary, Alberta, T2T 1L2, Canada
      Fax No: 403 -264-5285, For the Attention of: Larry W. Youell, President

14.2  Any notice or consent given or served by facsimile shall be deemed to be
      in writing and to have been given or served on the date of despatch of the
      same and in proving that any such notice or consent was so given or served
      it shall be necessary only to prove the correct despatch of such
      facsimile;

14.3  Any notice or consent given or served by registered mail shall be deemed
      to have been given or served on the third Business Day after the envelope
      containing the same was duly registered and posted as hereinbefore
      provided and in proving that any notice or document was so given or served
      it shall be necessary only to prove that the same was duly addressed
      registered and posted;

14.4  Any notice given under any of the provisions of this Agreement shall
      specify the Clause under which it is given and intended to take effect.

15.   SEVERABILITY

15.1. If any part of this Agreement becomes invalid, illegal or unenforceable
      the parties hereto shall in such an event negotiate in good faith in order
      to agree the terms of a mutually satisfactory provision to be substituted
      for the invalid, illegal or unenforceable provision which as nearly as
      possible validly gives effect to their intentions as expressed herein.

      Failure to agree on such a provision within 21 Business Days of
      commencement of such negotiations shall result in automatic termination of
      this Agreement. The obligations of the parties hereunder shall be
      suspended during such negotiation.

16.   CAPACITY

16.1  Each party to this Agreement hereby warrants to the other such party that
      it has full capacity to enter into this Agreement and that such entry does
      not in any way violate any provision of law, statute, rule, regulation,
      judgement, writ, injunction, decree or order applicable to it; that this
      Agreement does not conflict and will not result in the breach or
      termination of any provision of, or constitute a default under any
      mortgage, contract or

<PAGE>

      other undertaking binding on it; and will not result in the creation of
      any liability, charge or encumbrance whatsoever upon any of its properties
      or other assets save as contemplated herein.

16.2  Each party to this Agreement hereby agrees with the other that the
      provisions of this Clause 16 shall survive any termination of this
      Agreement for whatever reason (including but not limited to avoidance of
      this Agreement by reason of the existence of any circumstances giving rise
      to a breach of sub-clause 16.1 above) and shall remain fully enforceable
      as between the parties hereto notwithstanding such termination.

17.   ENTIRE AGREEMENT

17.1  This Agreement constitutes the entire understanding between the parties
      with respect to the subject matter hereof and supersedes all prior
      agreements, negotiations (whether written or otherwise) and discussions
      between the parties relating thereto.

18.   AMENDMENTS

18.1  Save as expressly provided herein, no amendment or variation of this
      Agreement shall be effective unless in writing and signed by a duly
      authorised representative of each of the parties.

19.   WAIVER

19.1. The failure or delay of a party hereto to exercise or enforce any right,
      power, privilege or remedy whatsoever, howsoever or otherwise conferred
      upon it by this Agreement shall not be deemed to be a waiver of any such
      right or operate so as to bar the exercise or enforcement thereof at any
      time or times thereafter, nor shall any single or partial exercise of any
      such right, power, privilege or remedy preclude any other or further
      exercise thereof or the exercise of any other right or remedy. No waiver
      shall be effective unless it is in writing.

      The rights and remedies herein provided are cumulative and are not
      exclusive of any rights or remedies provided by law.

20.   COUNTERPARTS

20.1  This Agreement may be signed in any number of counterparts, all of which
      taken together shall constitute one and the same Agreement. Any party may
      enter into this Agreement by signing any such counterpart.

21.   REMEDIES NOT EXCLUSIVE

<PAGE>

21.1  No remedy conferred by any of the provisions of this Agreement is intended
      to be exclusive of any other remedy, except as expressly provided in this
      Agreement, and each and every remedy shall be cumulative and shall be in
      addition to every other remedy given hereunder or now or hereafter
      existing in law or in equity or by statute or otherwise.

22.   SUCCESSORS AND ASSIGNS

22.1  This Agreement shall be binding on and shall enure for the benefit of the
      successors and assigns of the parties hereto but shall not be capable of
      being assigned by any party without the written consent of the other
      parties.

23.   PROVISIONS TO SURVIVE COMPLETION

23.1  All provisions of this Agreement, the Recitals, Schedules and Annexures
      hereto shall, so far as they are capable of being performed or observed,
      continue in full force and effect notwithstanding Completion except in
      respect of those matters then already performed.

24.   COSTS

24.1  Save as provided for in Clause 12.2, the parties shall pay their own costs
      in connection with this Agreement.

25.   GOVERNING LAW

25.1  This Agreement shall be governed by and construed in accordance with the
      Laws of the Republic of the Philippines.

26.   JURISDICTION

26.1  The Parties hereby agree for the benefit of each other that the proper
      court of the Philippines shall have jurisdiction to hear and determine any
      suit, action or proceeding and to settle any disputes which may arise
      under and/or out of and/or relating to and/or in connection with this
      Agreement and for such purposes irrevocably submits to the jurisdiction of
      such court.

26.2  The Parties irrevocably waive any objection which they may have now or
      hereafter to the court referred to in Clause 26.1 being nominated as the
      forum to hear and determine any suit, action or proceeding and to settle
      any disputes which may arise under and/or out of and/or relating to and/or
      in connection with this Agreement and irrevocably agree not to claim that
      any such court is not a convenient or appropriate forum.

26.3  The Vendor irrevocably agrees that the writ or other process by which any
      suit, action


<PAGE>

      or proceeding is begun in the proper court of the Philippines may be
      served on them by sending or delivering the same to the address as set out
      in Clause 14.1.

26.4  The submission to the jurisdiction of the court referred to in Clause 26.1
      shall not (and shall not be construed so as to) limit the right of the
      Purchaser to take proceedings in any other court of competent jurisdiction
      nor shall the taking of proceedings in any one or more jurisdictions
      preclude the taking of proceedings in any other jurisdiction, whether
      concurrently or not.

26.5  The parties hereby consent generally in respect of any proceedings arising
      out of or in connection with any legal action or proceeding to the giving
      of any relief or the issue of any process in connection with such action
      or proceedings including, without limitation, the making, enforcement or
      execution against any property whatsoever (irrespective of its use or
      intended use) of any order or judgement which may be made or given in such
      action or proceedings.

26.6  To the extent that the parties may in any jurisdiction claim for itself or
      its assets immunity from suit, execution, attachment (whether in aid of
      execution or before judgement or otherwise) or other legal process and to
      the extent that in such jurisdiction there may be attributed to itself or
      its assets such immunity (whether or not claimed) the parties hereby
      irrevocably agree not to claim and hereby irrevocably waive such immunity
      to the full extent permitted by the laws of such jurisdiction.

      Signed for and on behalf of the Parties hereto on this 11th. Day of March,
      2003:

For and on behalf of Mullins Group ("Predecessors in Interest"):


By:________________________                        __________________________
     William T. Mullins                                Timothy D. Strong

For and on behalf of Tracer Petroleum Corporation ("the Purchaser"):

<PAGE>


By:_____________________________
   Larry W. Youell, President

For and on behalf of Forum Pacific, Inc. ("the Vendor"):


By:____________________________
    Peter S. Salud. President

For and on behalf of Forum Exploration, Inc. ("the Company"):


By:____________________________
    Peter S. Salud. President


<PAGE>

                                   SCHEDULE 1

                                   THE VENDOR

(1)                             (2)                             (3)
Name and Address         Number of Shares                  Class of Shares

 Of the Vendor          Owned by the Vendor              Owned by the Vendor
--------------------------------------------------------------------------------

Forum Pacific Inc.      187,500,000                    Ordinary Shares of PhP 1
22/F Citibank Tower                                    Par Value per Share
Paseo de Roxas                                         Fully Paid
Makati City
Philippines

The Vendor owns 100% of the issued Share Capital of the Company, except for a
total of 50 fully paid shares in total in the names of other incorporators of
the Company.

<PAGE>

         SCHEDULE 2

                                   THE COMPANY

The Company

Name: Forum Exploration, Inc.

Place of Incorporation: The Philippines

Registered Office: 22/F Citibank Tower, 8741 Paseo de Roxas, Makati City,
Philippines

Directors:

<TABLE>
<S>                            <C>
                               Geronimo F. Velasco Jr.
                               Peter S. Salud
                               Federico E. Puno
                               Arthur R. Ponsaran

Corporate Secretary:           Arthur R. Ponsaran

Treasurer:                     Cleofe DV. Canete

Authorised Share Capital:      750,000,000 Ordinary Shares of Par Value PhP 1 per Share

Issued Share Capital:          187,500,000 Ordinary Shares of Par Value PhP 1 per Share

Shareholders:                  Forum Pacific, Inc. (100% beneficial shareholder, less 50
                               fully paid shares owned by other incorporators of the Company)
</TABLE>

Subsidiaries

None

<PAGE>

                                   SCHEDULE 3

                                    THE LOANS

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
DESCRIPTION                           LENDER                             AMOUNT                COMMENT
                                                                     Philippine
                                                                      Pesos=PhP

----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>               <C>                      <C>
Advances From Parent Company to       Forum                                      This amount is recoverable only
fund exploration costs and            Pacific, Inc.          PhP 386,548,350.40  from the Vendor's attributable
overheads of the Company to date                                                 share of cost recovery and profit
                                                                                 oil from future production of
                                                                                 hydrocarbons in the acreage of SC40
                                                                                 Cebu and in the acreage of Manila
                                                                                 Bay areas owned by the Company
                                                                                 under the former GSEC92.

----------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------

Advances from Timothy Strong as       Timothy D.                     US$ 13,572  Demand loan to the Company interest
representative of the Predecessors    Strong                  PhP 2, 995,575.10  free.
in Interest on behalf of the                             As at January 15, 2003
Purchaser from November 1, 2002 to                      plus additional amounts
the date hereof.                                                 to date hereof
----------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

SCHEDULE 4

                                  THE PROPERTY

                                FREEHOLD PROPERTY

                                            NONE

                               LEASEHOLD PROPERTY

                                            NONE

      THE PETROLEUM LICENSES

The properties of the Company include all of the below listed interests which
are owned 100% by the Company and are free of any claims litigation real or
pending contingent or otherwise whatsoever by any previous partners or other
entities corporate or individuals of any kind either foreign or Filipino.

      1.    Service Contract 40, CEBU

      2.    New Manila Bay and Northern onshore and offshore Luzon GSEC (NB: the
            Manila Bay former GSEC 92 area is included in the new application
            which covers an acreage of approximately 1.28 million hectares)

            THE FIXED ASSETS OF THE COMPANY IN CEBU

The fixed assets of the Company are as described in Schedule 8 attached hereto.

<PAGE>

                                   SCHEDULE 5

                                  TAX INDEMNITY

TAX INDEMNITY  LETTER

From: Forum Pacific Inc. ("Vendor") and Forum Exploration, Inc. ("Company")
To:   Tracer Petroleum Corporation ("Purchaser")

Dear Sirs,

                    Forum Exploration, Inc. ('the Company')

This letter is the Tax Indemnity Letter referred to in the Share Purchase
Agreement (the "Agreement") to be entered into today between us relating to the
sale and the purchase of 66% of the equity of the Company amounting to
125,000,000 fully subscribe and paid ordinary shares of the Company of par value
PhP 1 per share..

The Company confirms that tax returns to the Bureau of Internal Revenue and
Bureau of Customs of the Philippines have been properly and accurately completed
filed from time to time as required by law from the date of Incorporation of the
Company to the date hereof.

Outstanding taxation liabilities of the Company including but not limited to
Documentary Taxes on shares Contractors Tax Local Government Tax Withholding
Taxes have been settled to the date hereof.

There are not any matters in dispute or under discussions or likely to be in
dispute or under discussion with the taxation authorities described above save
for as disclosed in the Disclosure Letter.

The directors and officers declare that to the best of their knowledge the
company has not been subject to any taxation investigation, audit or enquiry to
date.

The company indemnifies the buyer and holds them, their directors, officers,
agents and representatives harmless from any and all actions that might arise
due the a dispute regarding Taxation.

Yours faithfully,

---------------------------------
For and on behalf of The Company                              Dated [         ]

---------------------------------
For and on behalf of the Vendor                               Dated [         ]

<PAGE>

We acknowledge receipt, prior to the Agreement being entered into, of this
Disclosure Letter together with the Exhibits hereto. We confirm that this
Disclosure Letter and all things referred to or attached hereto are fully
disclosed for all purposes relating to the Agreement.

-------------------------------------
For and on behalf of the Purchaser                            Dated [         ]

<PAGE>

                                   SCHEDULE 6

                                DISCLOSURE LETTER

From: Forum Pacific Inc. ("Vendor") and Forum Exploration, Inc. ("Company")
To:   Tracer Petroleum Corporation ("Purchaser")

Dear Sirs,

                     Forum Exploration, Inc. (`the Company')

This letter is the Disclosure Letter referred to in the Share Purchase Agreement
(the "Agreement") to be entered into today between us relating to the sale and
the purchase of 66% of the equity of the Company amounting to 125,000,000 fully
subscribe and paid ordinary shares of the Company of par value PhP 1 per share..

All words and expressions defined in the Agreement shall, unless the context
otherwise requires, have the same respective meanings herein. References to the
"accounts" of a company mean its audited balance sheet and profit and loss
account, and, in the case of a holding company, its audited consolidated balance
sheet and profit and loss account, and in each case the directors' report and
notes in relation thereto.

The Purchaser agrees that the Vendor shall not be liable under the
Representations and Warranties for claims or possible claims relating to or
arising out of the material disclosed in this Disclosure Letter or which is
attached hereto or which is so disclosed in any document attached hereto, listed
herein and/or already supplied to the Purchaser or its directors, employees,
officers and professional advisers (the "Disclosures"). The Purchaser is deemed
to have full notice of the contents of all the documents and information
attached hereto or listed herein and already supplied to the Purchaser or its
directors, employees, officers and professional advisers.

Where brief particulars only of a matter are set out or referred to in this
letter, or a document is referred to herein but not attached, or a reference is
made to a particular part only of such document, full particulars of the matter
and the full contents of the documents are deemed to be disclosed and it is
assumed that the Purchaser does not require any further details. You have not
informed us that there are any documents that have not been made available to
you which are necessary for you to see and you have not indicated to us that
there are any matters in respect of which you require further details.

This Disclosure Letter shall be deemed to include and there are hereby
incorporated into it by reference as having been disclosed the following
matters:

1.    any matter which was disclosed, provided for or noted in the accounts of
      the Company for all periods up to the Last Accounts Date;

2.    any matter, fact or event in respect of the Company which is attributable
      to or appeared in the period preceding the date on which the Company was
      acquired, by the Vendor;

3.    any matters apparent from the deeds, leases, tenancies or other documents
      of title of the Properties or which would be disclosed by local searches
      or physical inspection of the Properties;

4.    any matters appearing on the file at the relevant Companies Registry or
      Department of Energy of the Philippines in respect of the Company;

5.    any matter which would be disclosed as a result of an inspection of
      assets, plant, machinery and equipment, books of account, Statutory
      Registers, Share Certificates and records of the Company;

6.    all matters included, mentioned or referred to in the report prepared by
      PGS, for which the Vendor shall have no responsibility;

7.    the contents of and matters referred to in the documents in the attached
      bundle (copies of which have been initialled on behalf of the Vendor and
      the Purchaser for the purposes of identification);

<PAGE>

8.    all matters contained and disclosed in the Agreement (including any
      Schedules and Annexures thereto) [and in the Tax Indemnity]; and

9.    all matters which are in the public domain.

Further:-

(A)   Any Representations or Warranties which are qualified by reference to the
      awareness, knowledge or belief of the Vendor or similar are, except where
      specifically otherwise provided, given on the basis that no enquiries have
      been made.

(B)   Where the result of any investigation, search or enquiry or any other
      matter is deemed to have been disclosed and this reveals or raises or
      would reveal or raise any matter which would put a prudent purchaser on
      enquiry (or which is inconclusive) then any matter which would be revealed
      if a further appropriate search, enquiry or investigation were made shall
      be deemed to be disclosed.

(C)   In addition to any specific matter disclosed or deemed to be disclosed in
      accordance with this Disclosure Letter, if and to the extent that the
      Purchaser or any of its directors, officers or employees and/or its
      professional advisers was aware or had notice or ought reasonably to have
      been aware or have had notice at the time of, or at any time prior to, the
      signature of the Agreement of any information relating to the subject
      matter of the Representations and Warranties then to the extent that such
      information relates to the Company or it's business it shall be deemed to
      have been disclosed as an attachment for the purposes of this Disclosure
      Letter

(D)   The Vendor is not able to give any confirmation regarding any compliance
      with legal or contractual requirements which may be solely the
      responsibility of outside directors and shareholders of the Vendor who are
      not connected with or appointed by the Company.

(E)   It has been agreed between the Vendor and the Purchaser that no
      Representations and Warranties are to be given in relation to any or all
      of any associated companies.

(F)   It should be noted where Representations and Warranties are qualified by
      statements such as "except as disclosed in the Accounts" that particular
      matters may not have been specifically provided for. However such matters
      may have been provided for as a consolidated non specific provision.

Without prejudice to the generality of the foregoing, the following specific
disclosures are made and, for convenience only, refer the Schedules to the
Agreement. Each item disclosed shall, however, be deemed to be a disclosure in
respect of all of the warranties in the Agreement and Schedules thereto and
shall not be limited to the paragraph which is referred to below.

      A schedule of outstanding contractual capital commitments of the Company
as attached.

      A schedule of loan liabilities of the Company as attached.

      A schedule of all other liabilities of the company.

      A schedule of service contracts of the Company.

      A schedule of the income, corporate and other outstanding tax and revenue
liabilities of the Company.

All the matters and information included, disclosed or referred to in this
letter has been provided by the Company and the Vendor and accordingly we accept
full collective responsibility for the accuracy, completeness or otherwise of
the same or any part thereof.

<PAGE>

Yours faithfully,

---------------------------
For and on behalf of The Company                               Dated [         ]

---------------------------
For and on behalf of the Vendor                                Dated [         ]

We acknowledge receipt, prior to the Agreement being entered into, of this
Disclosure Letter together with the Exhibits hereto. We confirm that this
Disclosure Letter and all things referred to or attached hereto are fully
disclosed for all purposes relating to the Agreement.

---------------------------
For and on behalf of the Purchaser                             Dated [         ]

<PAGE>

                                   SCHEDULE 7

                             JOINT ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

      This Agreement, made and entered into in the City of Makati, this __th day
of March 2003 by and among:

      FORUM PACIFIC INC., a corporation duly organized and existing under
Philippine laws with principal office at represented herein by its President
Peter S. Salud, hereinafter referred to as the "VENDOR";

      TRACER PETROLEUM CORPORATION ("The Purchaser") a corporation and
incorporated in Canada and MULLINS GROUP ("Predecessors in Interest")
represented by William T. Mullins, said PURCHASER and Predecessor in Interest
are hereinafter referred to collectively as the "VENDEE";

      ARTHUR R. PONSARAN, of legal age, Filipino, with address at 21F Pacific
Star Building, Makati Ave., Makati City, duly appointed by Forum Pacific Inc.,
as the escrow agent for said corporation, and JESUS M. OSMENA, of legal age,
Filipino, with address at 204 Shaw Blvd., Mandaluyong City, duly appointed by
the PURCHASER and MULLINS GROUP, as the escrow agent for said group, both escrow
agents, are hereinafter referred to as the "ESCROW AGENTS".

                                WITNESSETH: That

      WHEREAS, pursuant to the Share Purchase Agreement executed on March ,
2003(the "Purchase Agreement") by the VENDOR and VENDEE, have agreed to sell to
the VENDEE 66% of the Issued Share Capital of FORUM EXPLORATION INC. (the
"COMPANY") consisting of 125,000,000 shares with a total par value in Philippine
Currency of PESOS: P125,000,000 covered by Certificate of Share of Stock
#_______________ (the "SHARES");

      WHEREAS, in order to enforce and make effective certain terms and
stipulations of the Purchase Agreement, the VENDOR and the VENDEE have appointed
ARTHUR R. PONSARAN AND JESUS M. OSMENA as their JOINT ESCROW AGENTS who has
agreed to accept said appointment;

      WHEREAS, for this above purpose, the VENDOR and the VENDEE have agreed to
deposit the said SHARES through the ESCROW AGENTS to a Bank Safety Deposit Box
in any bank designated by the ESCROW AGENTS within Metro Manila, which can be
available for physical inspection at any reasonable time by any parties herein
and to be held and disposed of subject to the terms of this Escrow Agreement;

      NOW, THEREFORE, for and in consideration of the foregoing premises and of
the mutual commitments herein below set forth, the parties hereto voluntarily
agree and covenant as follows:

      1. Upon the execution hereof, the VENDOR shall physically deliver unto the
ESCROW AGENTS the SHARES consisting of One Hundred Twenty Five Million
(125,000,000) common stock of the COMPANY. Upon receipt of the SHARES, the
ESCROW AGENTS shall cause the SHARES to be deposited in a safety deposit box of
a duly authorized banking institution in Metro Manila in the names of the ESCROW
AGENTS jointly, and shall thereafter hold and dispose of the same in accordance
with and subject to the provisions of this Escrow Agreement. The ESCROW AGENTS
shall provide and hold jointly the key/s to the bank safety deposit box such
that authority to open the said box shall be upon the joint instructions or
authority of both ESCROW AGENTS.

      It is understood that the ESCROW AGENTS shall not be responsible for the
genuineness or authenticity and/or validity of the SHARES or other documents
related thereto, their duty being merely to insure said documents as
above-mentioned are received by them and deposited as above stipulated.

      2. On the Completion Date as the term in defined in the Purchase
Agreement, and as notified in writing to the ESCROW AGENTS jointly signed by the
VENDOR and the PURCHASER, the ESCROW AGENTS shall release the SHARES to the
PURCHASER subject to the satisfaction of the following conditions: (a) the
PURCHASER shall have executed and submitted to the ESCROW AGENTS a certification
that the VENDOR has submitted all documents (save the stock certificates
covering the SHARES already subject of this Escrow Agreement and those waived by
the PURCHASER) and all requirements referred to in Clause 8.2 (A)(B) of the
Purchase Agreement; and concurrently, (b) the VENDOR

<PAGE>

shall have executed and submitted to the ESCROW AGENTS a certification that the
PURCHASER has submitted all the documents (save those waived by the VENDOR)
referred to in Clause 8.2 (C) of the Purchase Agreement.

      3. If, on the stipulated Completion Date, the VENDOR and the PURCHASER
shall not have submitted the certifications referred to in the foregoing Clause
2 (a) and 2 (b), the ESCROW AGENTS shall return to the VENDOR the SHARES, and
the ESCROW AGENTS shall thereupon be released from any obligation under this
Escrow Agreement. Provided however, that the ESCROW AGENTS may nevertheless
continue to retain custody of the SHARES if the VENDOR and the PURCHASER either:
(a) extends the Completion Date; or (b) submits a joint request that the ESCROW
AGENTS continue to have custody of the stock certificates covering the SHARES
under terms and conditions acceptable to the ESCROW AGENTS.

      4. On the other hand, in the event that prior to Completion Date, the
ESCROW AGENTS receive a written notice of rescission from the PURCHASER that it
is rescinding the Purchase Agreement pursuant to Clause 2.5 or 8.5 of the
Purchase Agreement, the ESCROW AGENTS shall return the stock certificates
covering the SHARES to the VENDOR, and the ESCROW AGENTS shall thereupon be
released from any obligation under this Escrow Agreement.

      5. Should a dispute arise as to the disposition of the SHARES, the ESCROW
AGENTS may, in their sole discretion, deliver the same to the appropriate
judicial authorities for adjudication. In any such event, the ESCROW AGENTS
shall be entitled to indemnification and/or reimbursement by both the VENDOR and
the PURCHASER for all costs and expenses incurred by the ESCROW AGENTS thereon.

      Furthermore, the VENDOR and the PURCHASER agree to indemnify and hold the
ESCROW AGENTS harmless against any and all losses, damages, costs and expenses
that may be incurred by the ESCROW AGENTS by reason of compliance in good faith
with the terms of this Escrow Agreement.

      6. The ESCROW AGENTS shall have no further obligations, power and
functions other than those herein expressly provided. The ESCROW AGENTS shall
not be obliged to make any interpretation of the terms and conditions of this
Escrow Agreement or the Purchase Agreement. In the absence of bad faith, the
ESCROW AGENTS shall not be liable to any party hereto for any act or omission
based upon any representation of any party, which the ESCROW AGENTS may rely
upon. The responsibility of the ESCROW AGENTS to any party shall be limited to
those attributable to gross negligence, fraud and evident bad faith.

      7. For its services herein the ESCROW AGENTS shall be entitled to receive
compensation equivalent to PESOS _____________________ per month or fraction
thereof, to be paid by the VENDOR and the PURCHASER in equal basis.

      8. The rights, duties, obligations, undertakings and entitlements of the
ESCROW AGENTS under the terms of this Escrow Agreement shall in all cases be
exercised, assumed, and/or shall pertain to the ESCROW AGENTS jointly and
pursuant to a unanimous decision. In the event of disagreement between them, the
ESCROW AGENTS shall appoint a third party to break the deadlock, and in the
event they shall fail to appoint such third party within 30 days from
disagreement, the selection thereof to the extent practicable, shall be made in
the manner provided in the comparable provisions of the Philippine Arbitration
Law for the selection of a third arbitrator.

      9. This Escrow Agreement shall be governed by and construed under the laws
of the Philippines. Any action, which may be brought under this Escrow
Agreement, shall be instituted before the proper court of Makati City, Metro
Manila, and all parties hereto waiving any other venue.

      10. Other Provisions: (a) no amendment, modification or addition to this
Escrow Agreement shall be binding upon either party unless reduced to writing
and duly executed by each of the parties in the same manner as the execution of
this Agreement; (b) all parties herein shall not be entitled to assign or
subcontract, either in whole or in part any of its rights and obligations under
this Escrow Agreement without prior written consent of each party; (c) should
any provision of this Agreement be declared illegal, invalid or unconstitutional
by a court of competent jurisdiction, such declaration shall not affect the
legality, validity or constitutionality of the provisions hereof not affected by
such declaration.

      11. This Agreement shall be terminated upon fulfilment of all conditions
herein agreed upon.

<PAGE>

IN WITNESS WHEREOF, all parties have hereunto affixed their signatures on the
date and at the place first herein above written.

         TRACER PETROLEUM CORP.                      MULLINS GROUP

         By:                                         By:


         ---------------------------                 ----------------------
         LARRY W. YOUELL, President                  WILLIAM T. MULLINS

         FORUM PACIFIC, INC.
         By:


         ------------------------
         PETER S. SALUD, President


         ------------------------                    --------------------
         JESUS M. OSMENA                             ARTHUR R. PONSARAN
         (ESCROW AGENT)                              (ESCROW AGENT)

Signed in the presence of:


------------------------                    ------------------------

<PAGE>

                                 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
MAKATI CITY                 )  S.S.


      BEFORE ME, a Notary Public for and in the City of Makati, Metro Manila
personally appeared this __ day of March 2003 the following persons with their
respective Community Tax Certificates:

      NAME          COM. TAX CERTIFICATE#        DATE/PLACE ISSUED


Who are known to me and to me known to be the same persons, who executed the
foregoing Joint Escrow Agreement consisting of Four (4) pages, properly signed
by the parties and their witnesses and they acknowledged to me that the same is
their own free act and voluntary deed and that of the company whom they
represent.

                                                  NOTARY PUBLIC
Doc. No._____
Page No._____
Book No._____
Series of 2003

<PAGE>

                                   SCHEDULE 8

                     THE FIXED ASSETS OF THE COMPANY IN CEBU

1.0   HYCALOG RIG HH 3500 AND ANCILLARIES

1.1   Model

      "Hycalog" Hydraulic HH 3500, Top Head Drive

1.2   Drill Mast

      The mast is 67 feet in height, sectional, with dynamic hook load capacity
      of 150,000 lbs., track guide for travelling block and power swivel, floor
      attached as one, and constructed of welded tubular steel.

1.3   Hoist/ Draw works

      "HYCALOG" HH SN 3506 : Double drum, single speed, oil batch enclosed case,
      pressure compensated, variable stroke, axial piston hydraulic motor and
      accessories mounted. Hoist drum grooved for 7/8" drilling line and
      sandline for 9/16"0. Full wrap type hoisting drum brakes are cooled by
      circulating water.

1.4   Power Swivel

      "Hycalog" Model 200 : Swivel top drive is capable of 200 rpm, 3,100 ft-lb
      torque, complete with drive accessories. Stem pin is 3-1/2" FH and tilts
      horizontally to facilitate making connections. Operates on left and right
      hand rotation by two (2) vane type fluid motors at maximum working
      pressure of 2000 psi.

1.5   Rig Floor Equipment

      Remote make-up and break-out by Power Tong Foster Model 94, sizes range
      from 3-1/2" to 10-3/4" by changing jaws and insert with lift stand rack;
      KELCO power slip J-10.

1.6   Integral Pipe Handler

      2,000 lbs capacity with pipe length of +/- 38 feet, complete with
      hydraulic components, raise and lower hydraulic cylinder and control.
      Operated by driller/roughneck at rig floor.

1.7   Pipe Racks

      One pair, hydraulically operated to feed the pipe handler from the trailer
      and vice-versa. Complete with hydraulic hoses, motors and fittings. Skid
      mounted.

1.8   Remote Control Console

      All controls for drawworks, engines, pumps, power tongs, air slips, power
      swivel, type "G" weight indicator, Martin-Decker with anchor and hose.

1.9   Rig Trailer

      Nabors" low bed trailer model 259, with tandem 20,000 lbs axle on 9 x 15
      tires. Hydraulically levelled.

                  Rig total weight  :       65,000 lbs (estimate)

2.0   AUXILLARY BASE

      All steel fabricated. Frame made of 6" square tubing, 6" WF and 10" WF
      beam, centered to mast manual adjustable screw jack. Designed to suit a
      cellar 10 feet by 8 feet.

                  Dimensions                :        16 ft L x 10 ft W x 6 ft H
                  Estimated Weight  :       15,000 lbs

3.0   SUB-STRUCTURE

      Made and modified from US Army M80 armored tank maintenance rack. All
      steel fabricated platform with detachable drive-up ram. Equipped with rack
      over axle for in-field moves.

                  Dimension                 :        35 ft L x 9 ft W x 5 ft H
                  Estimated Weight  :       28,260 LBS

4.0   DOG HOUSE TRAILER

      Steel workdeck shed with Geolograph, 2 pin recorder, penetration and
      trips, hand tools, knowledge box, deviation instruments, work shop and
      hydraulic accumulator unit mounted in front of trailer. The dog house is
      hydraulically elevated above the carrier trailer bed to rig floor. The
      steel flooring join the dog house to the rig floor. The five-station
      accumulator unit is rigidly mounted to trailer deck and accessed by
      stepping down from dog house or rig floor.

                  Dimension                 : 41 ft L x 8 ft W x 13 ft H
                  Estimated weight :        37,000 lbs

      Mounted on tandem axle trailer with 10 x 20 tires.

5.0   PRESSURE CONTROL SYSTEMS

5.1   One (1) unit "Hydrill" MSP 2,000 Annular BOP, 11" x 3000 psi, studded top
      and 3000 flanged bottom (R-53 gasket) fitted with nitrile closing element.

5.2   One (1) set Shaffer LWS Gate type BOP. Double ram, 11" x 3,000 psi studded
      complete with 4 each 4" x 3,000 (R-37 gasket) reduced to 2" x 2,000 psi
      side outlet below each gate.

5.3   One (1) unit "Koomey" closing unit. Five station (one spare) type 80 Model
      100-11S, WP 3,000 psi.

5.4   One (1) unit "Grant Shorty" Rotating Head, non-circulating oiler with 50
      feet hole, with 7", 8 round outlet Model No. 7068.

<PAGE>

6.0   HYDRAULIC POWER PACKAGE

      Driven by Twin 671N Detroit Diesel Engines, 250 gals, Hydraulic Oil
      reservoir, with two (2) commercial shearing hydraulic pumps, one (1)
      Garwood radial variable stroke pump, heat exchanger, pressure relief and
      returns system, plumbed complete to quick connect fittings; Quincy air
      compressor and air receiver for rig air with 400 gals fuel tank. EMSCO
      D-175 mud pump driven-off compound common to compressor and hydraulic
      pumps. With forged steel fluid end part and DEMCO shear relief valve.

      EMSCO D-175 has 6-1/2" piston, 12" stroke and 1-7/8" rod, mounted on
         "Hobbs" LBT tandem axle trailer with 8.25 x 15 litres

                  Dimension  :  35 ft L x 8 ft W x 9.5 ft H
                  Estimated weight :        35,000 LBS

7.0   ONE UNIT AIR COMPRESSOR "GARDNER DENVER" MODEL SKQ

      Producing 900 CFM at 350 psi, two stage screw type displacement rotary
      machine using two sets (main and secondary) synchronously meshing helical
      rotor in one cylinder to effect compression. Coupled to Detroit 12V-71T
      Diesel Engine, 440 HP Model #7123-7300 SN 12VAO 71853, Turbo charged,
      radiator cooled, 24 volts electric starter and charging alternator.
      Plumbed with 800 gal Fuel Tank, 2" x 100 ft. high pressure hose reel and
      fittings. Mounted on the side rack are 5 pcs 5" (I.D.) x 20 feet blowie
      line with hammer union ends. Compressor and engine is skid mounted.

      The unit is mounted on a hydraulically levelled drop deck LBT 1972, tandem
      axle trailer with 10 x 20 tires.

                  Dimension                 : 39 ft L x 8.5 ft W x 12.3 ft H
                  Estimated weight  :       39,200 lbs

8.0   FOAM / MIST PACKAGE

      Powered by Detroit Diesel Engine 4-71. Two cycle, 4 cylinder, 160 BHP at
      2,100 rpm with twin disc PTO, driving FW1 Wheatley triplex plunger pump
      series 200, output range from 11-25 GPM at maximum pressure of 1,500 psi,
      with 3-speed Brownie power divider, 3-compartment water tank - 2,000 gal
      capacity, with Leroi compressor producing 30 cfm at 275 psi (can be used
      as auxillary to Rig air). Unit equipped with "Winco" Generator, with 120
      volts/220 volts, single phase 8,000 watts, 60 Hz. Complete with left and
      right tool box with assorted spare hoses and fittings. A standby portable
      Monarch transfer pump and yellow dog pump both coupled to Briggs &
      Stratton gasoline engine.

      The unit is mounted on "Tempte" DRE tandem axle trailer with 8.25 x 20
      tires.

                  Dimensions                : 30 ft L x 12 ft W x 8 ft H
                  Estimated Weight :        21,500 lbs
                  Additional data to Triplex plunger pump :
                  Rated at   -   13 HP at 450 rpm
                  Output     -   16 bbl/hr

9.0   CEMENTING UNIT/ MUD MIXER/ CIRCULATING UNIT

      "Western" cementing Frac unit with two (2) RB81 4-1/2 x 8 Triplex pumps,
      driven by two (2) units Cummins VT12-700 V-12, cylinder diesel engines,
      coupled with Allison CLT 6061 Torque converter. Batch mix capacity is 25
      bbls, with two units Harrisburg 5 x 6 12" impeller. Maximum output power
      for pump, single or two engine operation. Plumbed with two (2) each 10
      bbls displacement tank. Piped with 3" sch. 1502 and low torque valve.
      Hydraulic starter, and battery charging alternator.

      Mounted on custom built high bed trailer on a tandem axle trailer with
      10 x 20 tires.
      Dimension            :      35 ft L x 8 ft Wx 13.5 ft H
      Estimated weight  :  72,000 lbs

10.0  MUD TANK

      Capacity          :  250 bbls, 3 compartments, skid mounted

      "Brandt" Single tandem (2 layer screen) and mud cleaner, both with 7.5 hp
      explosion proof motor with individual EP manual toggle switch and mounted
      on deck. Tank is plumbed for agitation.

10.1  Mixing Pump

      Escadrill 5 x 6 Centrifugal 14" Impeller pump.

10.2  Shale Shaker

      "Brandt" Single tandem (double deck screen).

10.3  Mud Cleaner

      "Brandt" Single tandem/double deck screen.

10.4  Cement Unit can be plumbed into this unit for mud mixing circulating and
      capabilities. Rig pump can be paralleled or compounded.

                  Dimension of tank :       48 ft L x 8 ft W x 7 ft H
                  Estimated weight  :       34,000 lbs

11.0  STORAGE VAN WITH WORKSHOP/ DRILLING OFFICE

      Fruehauf Reefer van, fully insulated and air-conditioned. Continental
      refrigeration unit serves as power 110V and 240V for van and office.
      Complete with work bench, core recovery, bench, tool and spare parts
      storage, small office for rig, technical library and small refrigerator,
      oven and washing machine.

      Mounted on a 1984 HB Fruehauf tandem axle trailer with 11 x 24.5
      tubeless tires.

      Dimension                     :     45 ft L x 8 ft W x 13.17 ft H
      Estimated weight     :        42,000 lbs

12.0  CYLINDRICAL WATER TANK

      One (1) unit cylindrical water tank capacity 100 bbls with 220 V 1HP
      "Meyer" dispensing centrifugal pump. Plumbed with 4" x 6" discharge line.

      Mounted on HB tandem axle trailer with 10 x 22 tires.

13.0  GENERATOR SETS

<PAGE>

13.1  One unit "GE" Generator 125 kva (100 kw) model 5SJ445 - P33YI, 30,
      120/220/440 volts, 0.8 PF driven by Detroit Diesel engine 671N, 250 HP at
      2300 RPM. Wired to distribution cicuit breakers. Equipped with individual
      control for pumps, rig lights, electric tools and appliances, with brand
      new Royal cords as follows:

      13.1.1            75 mtrs Royal cord # 6/4C with fittings
      13.1.2            150 mtrs Royal cord # 12/4C with fittings
      Mounted on a single axle double tires L7 215/85 custom built trailer.

              Trailer dimension :       12 ft L x 7 ft W x 5 ft high
              Estimated weight  :       8,000 lbs

13.2  One unit "Winco" Generator, 8,000 watts capacity, model 8KS4GC-13, 115/220
      volts, 35 amps, single phase rated at 1800 rpm mounted on foam/ mist unit.

13.3  One unit "Honda" Portable Generator model EM 5000S, 120/240 volts 60 Hz,
      rated at 4.5 kva, single phase, DC Voltage, 12 volts at 8.3 amps, gasoline
      engine, battery and hand crank starter.

14.0  TRANSPORTATION AND LIFTING FACILITIES

14.1  One (1) unit "Autocar" 1979 tractor/winch/rig truck. Powered by Cummins
      350 engine, 4 x 5 trans with Tulsa 70 and Tulsa 34 winch, oil field bed,
      heavy load gin poles, fifth wheel hitch, oil field bumper with rolling
      tailboard and 10 x 22 tires. (VIN # PT1 FRH MO88825)

              Dimensions        :       30 ft L x 8 ft W x 9 ft H

14.2  One (1) unit "Autocar" 1978, motor number Q01FTGD0867 98, powered by
      Cummins 290 Diesel Engine, with 10 x 20 tires. Other specification as
      above.

14.3  One unit Mack truck, prime movers powered with Cummins 220 diesel engine
      Model B 62SX1 with fifth wheel hitch and 10 x 20 tires.

14.4  One (1) unit CAT DC6 Power shift dozer, hydraulic tilting 10-ft blade and
      with four (4) ripper, 6 cylinder diesel engine SN # 691-UP, complete with
      winch and tow hitch.

15.0  TRAILERS


15.1  One (1) unit Semi trailer low bed, 25 ton capcity built for CAT D6C
      bulldozer. Mounted on tandem axle, 4 each 10 x 15 Hi-Miller tires,
      complete with manual operated landing gear.

                  Dimensions                :        35 ft L x 9.5 ft W

15.2  One (1) unit custom built trailer for BOP. Mounted on tandem axle with
      8.25 x 15 tires with folding landing gear.

                  Dimensions                :        35 ft L x 8 ft W

15.3  One (1) unit high bed trailer "Tempte" (for 2-7/8" drill pipes) mounted on
      tandem axles with 10 x 20 tires, manual poor boy landing gear and rolling
      tailboard.

15.4  One (1) unit "Spencer" high bed trailer (for 3-1/2" DP) mounted on tandem
      axle 10 x 22 tires 8 ply nylon thread and 6-ply sidewall with rolling
      tailboard.

                  Dimensions                :        35 ft L x 8 ft W x 8 ft H
                  Estimated weight  :       55,000 lbs

16.0  STEEL STORAGE VAN

      White color, 40 ft. L x 8 ft W x 8 ft H, materials and supplies stored
      subject to inventory. Skid mounted.

17.0  CYLINDRICAL FUEL STORAGE TANK

      One (1) unit, 6.5 ft in diameter x 15 ft L, with manhole, 2" vent and 2"
      outlet. No baffles, skid mounted. Capacity, 13,600 litres.

18.0  CHOKE MANIFOLD ASSEMBLY

      One (1) unit 2-1/16" x 5000 psi, with 4-way cross, 2-1/16" complete with
      "Gulfco", two manual adjustable chokes, skid mounted.

19.0  PRODUCTION METER DANIELS "SIMPLEX" (Daniels Ind.)

      Meter run, Sch. 80, 3" - 300 lbs, mounted on a 3 ft x 9 ft manifold, 3
      pens, Barton recorder 202E with total hook-up of :

19.1  3" x 300 lbs threaded Kimray Back pressure valve regulator

19.2  3" "Flangnek" Ring joint flange orifice plate holder with 3 sets of SS304
      meter tops 0.50", 0.625" and 1.00".

20.0  DRILL PIPES

20.1  3,622 ft  Drill Pipe 2-7/8" x 10.4 ppf x 2-7/8" IF Pin and Box Connection
      2,287 ft  Drill Pipe 3-1/2" x 13.3 ppf x 3-1/2" IF Pin and Box Connection
         67 ft  Drill Pipe 5" x 15.5 ppf (for ginpole use)
                NOTE              :  Drill pipes with no recent inspection.

21.0  DRILL COLLARS

      Drill collars with thread protectors.
<TABLE>
<S>   <C>      <C>      <C>                       <C>
      21.1     8 pcs    Slick Drill Collars       4-3/4" x 2-1/4" ID x 3-1/2" IF connections
      21.2     8 pcs    Slick Drill Collars       4-1/4" x 2" x 3-1/2" IF connections
      21.3     4 pcs    Slick Drill Collars       6-13/16" x 3" x 4-1/2" IF connections
      21.4     1 pc     Slick Drill Collars       4-5/8" x 2-1/4" x 3-1/2" IF connections
</TABLE>

22.0  WELDING MACHINES/ CUTTING OUTFIT

      22.1  One (1) unit "Lincoln" gasoline driven welding machine, Model SA
            200F-163, 200 amps capacity. Variable voltage DC Arc welding power
            source, with 115 volts DC power outlet.

      22.2  One (1) set "Victor" cutting outfit Model CA 2460 complete with
            regulators, two oxygen tanks (one spare) and one acetylene tank. Set
            mounted on heavy duty push cart.