FARMOUT
        AGREEMENT

      


      This
        Farmout Agreement dated the 19th day of December, 2006 is

      


      BETWEEN:

      


      PTARMIGAN
        RESOURCES LTD.,
        a body
        corporate having an office in the City of St. John’s in the Province of
        Newfoundland (hereinafter referred to as “Ptarmigan”)

      


      AND

      


      TEKOIL
        & GAS CORPORATION
        having
        an office in the City of St. John’s in the Province of Newfoundland (hereinafter
        referred to as “Tekoil”)


      


      WHEREAS
        Ptarmigan has agreed to farmout a portion of their respective interest in
        the
        Farmout Lands to the Farmee (as defined below), and the Farmee has agreed
        to
        farmin on such interests on the terms set forth in this Agreement. In
        consideration of the mutual covenants and agreements set forth herein, the
        Parties have agreed as follows:


      


      1.
         Definitions

      


      Each
        capitalized term used in this Agreement shall have the meaning given to it
        in
        the Farmout and Royalty Procedure, and in addition the following definitions
        shall apply:

      


      
        	
                (a)

              	
                “Additional
                  Well” means an offshore well located in Exploration License #1069 drilled
                  to a depth of 3,500 meters.

              


      

      


      
        	
                (b)

              	
                “Assignment
                  Procedure” shall mean the 1993 CAPL Assignment Procedure, which by this
                  reference is incorporated hereto; 

              


      

      


      
        	
                (c)

              	
                “Contract
                  Depth" for the Test Well, shall mean a depth sufficient to drill
                  a minimum
                  depth of 2000 meters; “Contract Depth” for the Additional Well shall mean
                  a depth sufficient to drill a minimum depth of 3500
                  meters;

              


      

      


      
        	
                (d)

              	
                “Farmee”
                  shall mean Tekoil:

              


      

      


      
        	
                (e)

              	
                “Farmor”
                  shall mean Ptarmigan;

              


      

      


      
        	
                (f)

              	
                “Farmout
                  Lands” shall mean the lands as set forth and described on Schedule “A”
                  attached hereto and made a part of this
                  Agreement;

              


      

      


      
        	
                (g)

              	
                “Farmout
                  and Royalty Procedure” shall mean the 1997 CAPL Farmout and Royalty
                  Procedure incorporating the elections and revisions hereto which
                  are set
                  forth in Schedule “B” attached hereto and made a part of this
                  Agreement;

              


      


      
        
          
          

        

        
          
          

          
            

          

        

         

      

      


      
        	
                (h)

              	
                “Operating
                  Procedure” shall mean the 1990 CAPL Operating Procedure which elections
                  are set forth and described on Schedule “C” attached
                  hereto;

              


      

      


      
        	
                (i)

              	
                “Test
                  Well” means a directional well to be drilled from an onshore surface
                  location in the area of Bottle Cove, Newfoundland into the Offshore
                  Exploration License #1069 to a depth of 2000 meters and meeting
                  the
                  requirements of a “validation well” as set forth in the Exploration
                  License 1069, specifically Schedule III, 1., (c) and
                  (d).

              


      

      


      
        	
                (j)

              	
                “Seismic
                  Program” means an offshore 3D seismic program which covers portions of
                  license #1069 and, which is of a minimum 20 fold over an area at
                  least
                  50,000 acres (78.125 square miles) of the area of license #1069.
                  

              


      

      


      2.
         Schedules

      


      The
        following schedules are attached hereto and made a part of this
        Agreement:

      


      
        	
                (a)

              	
                Schedule
                  “A” that describes the Title Documents, Farmout Lands, Interests and
                  encumbrances;

              


      

      


      
        	
                (b)

              	
                Schedule
                  “B” which is the list of elections and amendments to the 1997 CAPL
                  Farmout
                  and Royalty Procedure;

              


      

      


      
        	
                (c)

              	
                Schedule
                  “C” which is the list of elections and amendments to the 1990 CAPL
                  Operating Procedure and 1988 PASC ACCOUNTING
                  PROCEDURE;

              


      

      


      
        	
                (d)

              	
                Schedule
                  “D” which is the CAPL 1993 NOTICE OF
                  ASSIGNMENT

              


      

      


      
        	
                (e)

              	
                Schedule
                  “E” which specifies the drilling information required to be supplied
                  to
                  all parties pursuant to the terms of the Farmout and Royalty
                  Procedure.

              


      

      


      3.
         Deposit

      


      Upon
        signing of this agreement Tekoil will provide a non-refundable deposit of
        $250,000 (Two hundred fifty thousand dollars) Canadian funds, to be paid
        to the
        Government of Newfoundland (CNLOPB) as required under the terms of the
        exploration license. Tekoil will forward the funds to Ptarmigan and Ptarmigan
        will immediately forward the funds to the CNLOPB.

      


      4.
         Test
        Well

      


      Tekoil,
        as operator, subject to rig availability, surface accessibility and receipt
        of
        all regulatory approvals, will spud the Test Well on or before September
        30,
        2007 and shall continuously drill the Test Well to a Contract Depth of 2000
        meters.

      


      All
        costs
        risks and expenses associated with permitting, drilling, completion or
        abandonment of the Test Well, shall be shared as follows:

      


      
        	
                Ptarmigan

              	 	 	
                0.00

              	
                %

              
	
                Tekoil

              	 	 	
                100.00

              	
                %

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

         

      

      


      5.
         Test
        Well Earning

      


      Subject
        to Article 3.00 of the Farmout and Royalty Procedure, upon drilling the Test
        Well to Contract Depth and completing, capping or abandoning same, the Farmee
        shall earn the following interest, in the Farmout Lands:

      


      
        	
                (a)
                  

              	
                an
                  undivided 33.3% interest in the Farmout Lands (CNLOPB EL
                  1069).

              


      

      


      Upon
        completion of the Test Well the Farmout Lands shall be held as
        follows:

      


      
        	
                Farmout
                  Lands

              	 	 	 	 
	
                Tekoil

              	 	 	
                33.3

              	
                %

              
	
                Ptarmigan

              	 	 	
                66.7

              	
                %

              


      

       

      6.
         Operating
        Procedure and Farmout and Royalty Procedure

      


      Tekoil
        shall be the operator of the Farmout Lands under the Operating Procedure
        and the
        Operating Procedure shall govern all joint operations. The 1997 CAPL Farmout
        and
        Royalty Procedure shall govern the relationship between the Parties with
        respect
        to the interest being earned by the Farmee in the Farmout Lands, subject
        in all
        respects to a Joint Operating Agreement among the Parties substantially in
        the
        form attached hereto as Exhibit 1.

      


      7.
         Seismic
        Program and earning

      


      Farmee
        shall commence the Seismic Program on or before September 1, 2008. All costs
        to
        shoot the Seismic Program shall be shared as follows:

      


      
        	
                Tekoil

              	 	 	
                100.0

              	
                %

              
	
                Ptarmigan

              	 	 	
                0.0

              	
                %

              


      

      


      


      Upon
        completion of the Seismic Program, the Farmee shall have earned an additional
        26.7% undivided interest in the Farmout Lands. Following completion of the
        Seismic Program the Farmout Lands shall then be held as follows:

      


      
        	
                Farmout
                  Lands

              	 	 	 	 
	
                Tekoil

              	 	 	
                60.0

              	
                %

              
	
                Ptarmigan

              	 	 	
                40.0

              	
                %

              


      

      


      Tekoil
        will supply all raw data and processed data from the seismic program from
        shots
        taken within the boundaries of the Farmout Lands to Ptarmigan as soon as
        such
        data becomes available.


      
        
          
          

        

        
          3

          
            

          

        

         

      

      


      The
        ownership of the Seismic Program as it relates to the Farmout Lands (Exploration
        License 1069) will be:

       

      
        	
                Tekoil

              	 	 	
                99

              	
                %

              
	
                Ptarmigan

              	 	 	
                1

              	
                %

              


      

       

      8.
         Additional
        Well

      


      Farmee
        may elect at any time following completion of the Test Well and completion
        of
        the 3D seismic program, upon one hundred and eighty days (180) days notice
        to
        Farmor, that the parties drill the Additional Well. All costs to drill the
        Additional Well shall be shared as follows:

      


      
        	
                Tekoil
                  

              	 	 	
                60.0

              	
                %

              
	
                Ptarmigan

              	 	 	
                40.0

              	
                %

              


      

       

      If
        Farmor
        shall elect not to participate in the costs of the Additional Well or shall
        fail
        to provide its share of the costs thereof, all costs to drill the Additional
        Well shall be shared as follows:

      


      
        	
                Tekoil

              	 	 	
                100.0

              	
                %

              
	
                Ptarmigan

              	 	 	
                0.0

              	
                %

              


      

       

      And
        the
        Farmee shall have earned an additional 20% interest in the Farmout Lands.
        The
        Farmout Lands shall then and thereafter be held as follows:

      


      
        	
                Farmout
                  Lands (Exploration License 1069)

              
	 	 	 	 	 
	
                Tekoil

              	 	 	
                80.0

              	
                %

              
	
                Ptarmigan

              	 	 	
                20.0

              	
                %

              


      

       

      9. Addresses
        for Service of Notices

      


      The
        address for service of notices under this Agreement shall be:

      


      
        	
                PTARMIGAN
                  RESOURCES LTD.

                6
                  O'Brien's Hill

                St.
                  John's, NL

                Canada

                A1B
                  4G4

                FAX:
                  709 739 8893

              	
                TEKOIL
                  & GAS CORPORATION

                5036
                  Dr. Phillips Blvd.

                Suite
                  232

                Orlando,
                  FL 32819

                Fax
                  No.: (407) 996-8507

              


      

      


      10. Conflict
        of Entire Agreement 

      


      The
        provisions contained in all documents, schedules and agreements collateral
        to
        this Agreement shall be read subject to this Agreement and in the event of
        any
        conflict between the provisions contained in the documents, schedules or
        agreements collateral hereto and the provisions of this Agreement, the
        provisions of this Agreement shall prevail.


      
        
          
          

        

        
          4

          
            

          

        

         

      

      


      11. Goods
        and Services Act

      


      The
        Operator shall elect pursuant to Section 273 of the Excise Act of Canada
        to
        administer the Goods and Services Tax (“GST”) on behalf of the Parties hereto.
        Should a Party elect to take its share of production in kind, that Party
        shall
        be responsible for collecting and remitting the Goods and Services Tax directly
        to Revenue Canada on such party’s portion of the sales it takes in
        kind.

      


      12. Limitations

      


      The
        two
        (2) year period for seeking a remedial order under Section 3(1) of the
        Limitations Act S.A. 2000 C.L-12, as amended, for any claim (as defined in
        the
        Act) arising in connection with this Agreement is extended to:

      


      
        	
                (a)

              	
                for
                  claims disclosed by an audit two years after the time this agreement
                  is
                  permitted that audit to be performed;
                  or

              


      

      


      
        	
                (b)

              	
                for
                  all other claims, four years.

              


      

      


      13. Miscellaneous

      


      
        	
                (a)

              	
                This
                  is the entire agreement between the parties relating to the Farmout
                  Lands
                  and the Title Documents;

              


      

      


      
        	
                (b)

              	
                This
                  agreement supersedes and replaces all other agreements, documents,
                  writings and verbal understandings between the parties relating
                  to the
                  Farmout Lands;

              


      

      


      
        	
                (c)

              	
                This
                  Agreement, the Operating Procedure and the relationship between
                  the
                  parties shall be construed and enforced in accordance with the
                  laws in
                  effect in the Province of Alberta; 

              


      

      


      
        	
                (d)

              	
                This
                  agreement shall be binding upon and inure to the benefit of the
                  parties
                  hereto and their respective successors and
                  assigns;

              


      

      


      
        	
                (e)

              	
                This
                  agreement may be executed in counterpart and when each party has
                  executed
                  a counterpart, all counterparts taken together shall constitute
                  one
                  agreement;

              


      

      


      
        	
                (f)

              	
                Farmor
                  shall allow Farmee reasonable access to all of its records, files
                  and
                  other information concerning the Exploration License and the Farmout
                  Lands
                  during the term hereof.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

         

      


      This
        agreement may be executed by facsimile or electronic PDF form, in as many
        counterparts as is deemed necessary, and when so executed each such counterpart
        is as valid and binding on all parties hereto as every other such
        counterpart.

      
        	 	 	 	 
	
                PTARMIGAN
                  RESOURCES LTD.

              	 	 	
                TEKOIL
                  & GAS CORPORATION

              
	 	 	 	 
	
                Per:
                  /s/
                  Chris J. Pike    

              	 	 	
                Per:
                  /s/
                  Mark S. Western   

              
	
                
                  

                

                 

                Chris
                  Pike

              	 	 	
                
                  

                

                 

                Mark
                  Western

              


      

       

      This
        is
        the execution page to the Farmout Agreement dated December 19, 2006 between
        PTARMIGAN RESOURCES LTD. and TEKOIL & GAS CORPORATION in the Western
        Newfoundland Offshore area


      
        
          
          

        

        
          6

          
            

          

        

         

      


      SCHEDULE
        “A”

      Attached
        to and made part of a

      Farmout
        Agreement dated December 19, 2006

      between

      Ptarmigan
        Resources Ltd. And Tekoil & Gas Corporation.

      


      
        	
                INTEREST
                  NO.: EL 1069

              
	
                 

                PART
                  I - LICENCE DATA

              


      

      


      
        	
                INTEREST

              	 	
                 

              	 	 	 	 
	
                Type
                  No.

              	 	
                Effective
                  Date

              	 	
                Term

              	 	 
	
                EL
                  1069

              	 	
                January
                  15, 2002

              	 	
                9
                  yrs.

              	 	 


      

      


      
        	
                LAND

              	 	
                 

              	 	 	 	 	 
	
                Latitude

              	 	
                Longitude

              	 	
                Part

              	 	
                Sections

              	 
	
                49°00'N
                  

              	 	
                58°30'W
                  

              	 	
                --

              	 	
                The
                  portion in the offshore area.

              
	
                49°00'N
                  

              	 	
                58°45'W
                  

              	 	
                --

              	 	
                All.

              	 
	
                49°10'N
                  

              	 	
                58°15'W
                  

              	 	
                --

              	 	
                The
                  portion in the offshore area, excluding sections 1-58.

              
	
                49°10'N
                  

              	 	
                58°30'W
                  

              	 	
                --

              	 	
                The
                  portion in the offshore area.

              
	
                49°10'N
                  

              	 	
                58°45'W
                  

              	 	
                --

              	 	
                All.

              	 


      

       

      
        	
                 

                OWNERSHIP 

              	
                 

              
	
                Interest
                  Holders

              	
                Particular
                  %

              
	
                Ptarmigan
                  Resources Ltd.

              	
                100.0%
                  free and clear of all liens, claims and encumbrances as of the
                  date
                  hereof. Government royalty payment obligations shall be as set
                  out by the
                  Government regulations. Farmor warrants that upon earning, the
                  interest
                  earned by the Farmee will be transferred to the Farmee, free and
                  clear of
                  all liens, claims and encumbrances except for the applicable Government
                  royalty.

                 

                Farmor
                  also warrants that it will not place any lien, claim or encumbrance
                  on any
                  portion of or interest in the Farmout Lands until all earning in
                  favor of
                  Farmee under this Agreement has occurred. Any liens, claims or
                  encumbrances thereafter placed by Farmor shall only burden Farmor’s
                  interest in the Farmout Lands.

              


      

       

      
        
          

        

      

      
        	
                HECTARES:

              	
                140,210

              
	
                REPRESENTATIVE: 

              	
                Ptarmigan
                  Resources Ltd.

              


      

      
        
  

      
        	
                Note:  Information
                  contained in Part I is information as of the effective date of
                  the
                  License. Any changes that may have occurred since the effective
                  date are
                  listed below in Part II.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

         

      

      


      
        	
                PART
                  II - NOTATIONS

              


      

       

      
        
          	
                  DATE

                	 	
                  REG.
                    NO.

                	 	
                  PARTICULARS

                
	
                  January
                    15, 2002

                	 	
                  02007
                    

                	 	
                  Receipt
                    and Registration of EL No. 1069.

                
	
                  August
                    1, 2006

                	 	
                  02007
                    (amt) 

                	 	
                  Fundamental
                    Decision 2006.02; adding section 1.1 and paragraph 5(iv) to Schedule
                    III
                    of EL 1069.

                


        

      

       

      Note:
        Abstract Last Updated August 14, 2006


      
        
          
          

        

        
          8

          
            

          

        

         

      


      SCHEDULE
        “B”

      


      Attached
        to and made part of a

      Farmout
        Agreement dated December 19, 2006

      between

      Ptarmigan
        Resources Ltd. And Tekoil & Gas Corporation.

      


      1997
        CAPL FARMOUT AND ROYALTY PROCEDURE

      ELECTIONS
        AND AMENDMENTS

      


      1.
        Clause
        1.01 (f) - Effective Date: December
        1, 2006

      


      2.
        Clause
        1.01 (t) - not applicable

      


      3.
        Clause
        1.02- Incorporation of Provisions from 1990 CAPL Operating
        Procedure:

      Clause
        311 - Insurance Alternate
        A as amended

      


      4.
        Article 4.00 - Option Wells: will þ/
        will
        not o
        apply

      


      5.
        Article 5.00 - Overriding Royalty: o/ will not
þ
        apply

      


      6.
        Article 6.00 - Conversion:  o/ will not þ
        apply

      


      7.
        Article 8.00 (Area of Mutual Interest): o/ will
        not þ
        apply.

      


      10.
        Clause 11.02 - Reimbursement of Land Maintenance Costs: o/ will not þ
        apply.


      
        
          
          

        

        
          9

          
            

          

        

         

      


      SCHEDULE
        “C”

      


      Attached
        to and made part of a

      Farmout
        Agreement dated December 19, 2006

      between

      Ptarmigan
        Resources Ltd. And Tekoil & Gas Corporation.

      


      1990
        CAPL OPERATING PROCEDURE

      


      1-Clause
        311 Insurance:
        Alternate
        A

      311
        A (i) increase amount to a minimum of $2,000,000.

      311
        A (ii) increase amount to a minimum of $2,000,000.

      


      2-Clause
        604  Marketing
        fee: Alternate
        A

      


      3-Clause
        903 Less
        than
        all parties participate: Alternate
        A

      


      4-Clause
        1007 Penalty
        where independent well results in production:

      Development
        Wells: 300%

      Exploratory
        Wells: 500%

      


      5-Clause
        1010(a)(iv) Title Preserving Wells: 365
        days

      


      6-Clause
        2202

      Contact
        info:

      Ptarmigan
        Resources Ltd.

      6
        O’Brien’s Hill

      St
        John’s, NL CANADA

      A1B
        4G4

      Tel. (403)
        874-2523 or (709) 739 0893

      FAX:
        (709) 739 8893

      Email. cjpike@shaw.ca or
        jim.wright@warp.nfld.net

      


      Tekoil
        & Gas Corporation

      5036
        Dr.
        Phillips Blvd.

      Suite
        232

      Orlando,
        FL 32819

      Tel.
        (407) 996-8506

      Fax
        (407)
        996-8507

      Email
        markw@tekoil.com

      


      7-Clause
        2401: Disposition of Interest A

      


      8-Clause
        2404: Deleted
        and Replaced with 1993 CAPL Assignment Procedure



      
        
          
          

        

        
          10

          
            

          

        

         

      


      1988
        PASC ACCOUNTING PROCEDURE

      


      Clause
        105: Operating Advances Proportionate share of 10%

       

      Clause
        110: Approvals 2 or more parties totaling 65%

       

      Clause
        202(b): Labour

      (1)
        Second Level Supervisors shall not
        be
        chargeable

      (2)
        Technical Employees shall be chargeable

       

      Clause
        203(b): Employee Benefits 22%

       

      Clause
        217(a): Warehouse Handling 

      (1)
        2.5%
        for tubular goods and other items new price over $5,000

      (2)
        5.0%
        of cost of all other material

       

      Clause
        302: Overhead Rates:

      (a)
        For
        each Exploration Project 

      (1)
        5% of
        first $50,000

      (2)
        3% of
        next $100,000

      (3)
        1% of
        cost exceeding (1) and (2)

      


      (b)
        For
        each Drilling Well 

      (1)
        3% of
        first $50,000

      (2)
        2% of
        next $100,000

      (3)
        1% of
        cost exceeding (1) and (2)

      


      (c)
        For
        each Construction Project 

      (1)
        5% of
        first $50,000

      (2)
        3% of
        next $100,000

      (3)
        1% of
        cost exceeding (1) and (2)

       

      (d)
        For
        Operation and Maintenance:

      (2)
        $250.00 per producing well per
        month.

      


      Article
        IV: Pricing of Joint Materials,

      Purchases,
        Transfers &

      Dispositions
        $25,000 subject to approval.

      


      Clause
        501: Periodic Inventory 5 year intervals.


      
        
          
          

        

        
          11

          
            

          

        

         

      


      Schedule
        “D”

      


      Attached
        to and made part of a

      Farmout
        Agreement dated December 19, 2006

      between

      Ptarmigan
        Resources Ltd. And Tekoil & Gas Corporation.

      


      


      1993
        CAPL NOTICE OF ASSIGNMENT

       

      (for
        reference only: general land description)

      


      WHEREAS,
        by
        agreement ("Transfer Agreement") dated  ,
        as
        Assignor, transferred and conveyed effective  ,
        ("Transfer Date") an interest in property as more fully described below to
        _______________as
        Assignee; and

      


      WHEREAS,
        Assignor and one or more parties ("Third Party") are subject to and bound
        by
        that certain Joint Operating Agreement dated December 19, 2006, made between,
        by
        or among Ptarmigan Resources Ltd. and Tekoil & Gas Corporation, as may have
        been amended, affecting the land or property therein described ("Master
        Agreement"); and

      


      WHEREAS,
        in
        accordance with the terms and provisions of the Master Agreement, Assignor
        and
        Assignee intend to serve notice to Third Party to the Master Agreement of
        the
        transfer and conveyance as described in the Transfer Agreement.

      


      NOW,
        THEREFORE, THIS NOTICE OF ASSIGNMENT WITNESSES THAT
        in
        consideration of the mutual advantages to the parties hereto, notice is hereby
        given, as follows:

      


      	1.  	
              Assignor:

            


      __________________

      	2.  	
              Assignee:

            


      __________________

      


      	3.  	
              Current
                Third Parties to Master Agreement:
                __________________________________

            


      	 	 


      	4.  	
              Assigned
                Interest: (Check A or B below):

            


      


      
        	
              	A.	
                Transfer
                  Agreement covers %
                  of
                  Assignor's entire undivided right, title and interest in the Master
                  Agreement but shall not include rights of the Assignor as operator
                  ("Assigned Interest"); or

              


        	 	 


      

      
        	
              	___B. 	
                Transfer
                  Agreement covers a portion of Assignor's right, title and interest
                  in the
                  Master Agreement but shall not include rights of the Assignor as
                  operator
                  ("Assigned Interest"): In the event Alternative B is checked, the
                  legal
                  description of all lands and interests transferred and conveyed
                  in the
                  Transfer Agreement are identified on Schedule “A” hereto as “Assigned
                  Interest”.

              


      

      


      	5.  	
              Subject
                to Clause 7 of this Notice of Assignment, Assignor and Assignee,
                in
                accordance with the terms of the Transfer Agreement, acknowledge
                that:

            


      


      	a)  	
              Assignor
                has transferred and conveyed the Assigned Interest to the Assignee
                as of
                the Transfer Date; and

            



      
        
          
          

        

        
          12

          
            

          

        

         

      

      


      	b)  	
              Assignee
                agrees to replace Assignor, on and after the Transfer Date, as a
                party to
                the Master Agreement with respect to the Assigned Interest;
                and

            


      	 	 


      	c)  	
              Assignee
                agrees to be bound by and observe all terms, obligations and provisions
                in
                the Master Agreement with respect to the Assigned Interest on and
                after
                the Transfer Date.

            


      


      	6.  	
              Subject
                to the terms and provision of the Transfer Agreement, Assignee on
                and
                after the Transfer Date:

            


      


      	a)  	
              discharges
                and releases Assignor from the observance and performance of all
                terms and
                covenants in the Master Agreement and any obligations and liabilities
                which arise or occur under the Master Agreement with respect to the
                Assigned Interest; and

            


      	 	 


      	b)  	
              does
                not release and discharge Assignor from any obligation or liability
                which
                had arisen or accrued prior to the Transfer Date or which does not
                relate
                to the Assigned Interest. 

            


      


      	7.  	
              Assignee
                and Assignor agree that in all matters relating to the Master Agreement
                with respect to the Assigned Interest, subsequent to the Transfer
                Date and
                prior to the Binding Date, Assignor acts as trustee for the duly
                authorized agent of Assignee, and Assignee, for the benefit of the
                Third
                Party, ratifies, adopts and confirms all acts or omissions of Assignor
                in
                such capacity as trustee and agent.

            


      


      	8.  	
              This
                Notice of Assignment shall become binding on all parties to the Master
                Agreement on the first day of the second calendar month following
                the
                month this notice is served on Third Party in accordance with the
                terms of
                the Master Agreement ("Binding Date"). In addition, Assignor and
                Assignee
                agree that they shall be solely responsible for any adjustment between
                themselves with respect to the Assigned Interest as to revenues,
                benefits,
                costs, obligations or indemnities, which accrue prior to the Binding
                Date.

            


      


      	9.  	
              Assignor
                represents and certifies that this Notice of Assignment and its service
                are in compliance with all the terms and provisions of the Master
                Agreement.

            


      


      IN
        WITNESS WHEREOF
        this
        Notice of Assignment has been duly executed by Assignor and Assignee on the
        date
        indicated for each below:


      

        
          	
                  Assignor

                	
                  Assignee

                
	 	 	 
	 	 	 
	
                  Per:   
                     _____________________________

                	
                  Per:    
                    _____________________________

                
	 	 	 
	
                  Per:   
                     _____________________________

                	
                  Per:    
                    _____________________________

                
	 	 	 
	
                  Date: 
                     _____________________________

                	
                  Date: 
                    _____________________________

                


        

      

       

      
        
          
          

        

        
          13

          
            

          

        

         

      


      SCHEDULE
        “E”

      


      Attached
        to and made part of a

      Farmout
        Agreement dated December 19, 2006

      between

      Ptarmigan
        Resources Ltd. And Tekoil & Gas Corporation.

      


      Required
        Drilling Information

      


      Well
        Data Requirements

      


      
        	
                Company:
                  ____________________

              	
                Date:
                  ________________________

              
	 	 
	
                Fax
                  #: _______________________

              	
                Well
                  Name: ____________________

              
	 	 
	
                Attention:
                  ____________________

              	
                Location:
                  Western Newfoundland Offshore area 

              


      

       

      Ptarmigan
        Geological Contact:
        _______________________________________________________

      Pursuant
        to the agreement or lease, please provide the following information for the
        above mentioned well.

      Please
        provide one (1) paper copy and electronic/digital format as submitted to
        Government Agencies _________________

      


      PRIOR
        TO SPUDDING:

      Application
        for Well License

      Well
        License & Amendments

      Survey
        Plat

      Geological
        Prognosis & drilling Program

      Notice
        to spud

      


      DURING
        DRILLING:

      Daily
        Drilling Reports with Lithology

      Detailed
        Cumulative Costs

      Access
        to Samples and Cores Required

      Special
        Notice before Coring, Testing & Logging

      Preliminary
        Core Analysis

      MWD
        data online live basis (PASON, WITS, wellview)

      Final
        Prints of All Logs (2
        copies, Include Diskette )

      NOTE:
        During Office Hours, Please have Logs Delivered to Well
        Operations Administration
        ( address below )

      Forty-Eight
        (48) Hours Abandonment Notice

      


      WITHIN
        30 DAYS AFTER DRILLING:

      Geological
        Report including Core Descriptions, Sample

      Descriptions
        ( detailed in 5m intervals ) & Lithology Log

      Final
        Drill Stem Test Reports

      Fluid
        Analysis ( Oil, Gas & Water )

      Final
        Core Analysis Report


      
        
          
          

        

        
          14

          
            

          

        

         

      


      Final
        Directional Survey

      Completion
        Program

      


      DURING
        COMPLETION:

      Daily
        Completion Reports ( Initial, Recompletion, Workovers, & Abandonments )
        including details of all Perforations, Treatments and daily
        Production

      Detailed
        Cumulative Costs

      


      WITHIN
        30 DAYS OF WORK PERFORMED:

      Cased
        Hole Logs (
        2 copies )

      Pressure
        and Deliverability Tests, Production tests, AOF Tests

      Subsurface
        Pressure Surveys

      Fluid
        Analysis (Oil, Gas & Water)

      


      GOVERNMENT
        FORMS REQUIRED:

      ALL Forms
        & Amendments filed with Government Agencies (within
        Government timelines), 

      but
        not
        restricted
        to
        the following;

      Well
        Drilling and Completion Data submission Reports(s)

      Production
        reports, S1’s and S2’s (To
        be sent to Production Accounting Dept.)

      when
        applicable - Log waiver, Core Analysis, Surface Casing Vent Leak Test, Lease
        Inspection Report

      CNLOPB
        Reports

      


      CONTACTS: Well
        Operations Administration

      Ptarmigan
        TBD 

      email:
         

      Phone:
         

      Fax: 

      


      Send
        All Information to the Attention of: WELL
        OPERATIONS ADMINISTRATION

      Mailing
        Address: 

      Ptarmigan
        Resources Ltd

      6
        O’Brien’s Hill

      St.
        John’s, NL CANADA

      A1B
        4G4 


      
        
          
          

        

        
          15

          
            

          

        

         

      

      


      EXHIBIT
        1


      


      Form
        of Joint Operating Agreement


      
        
          
          

        

        
          16