Exhibit 10.1


    County
      Line Energy Corp.

     

    PARTICIPATION
      AGREEMENT

    Highway
      21, Alberta

    


    THIS
      AGREEMENT made
      this
      21st
      day of
      December, A.D., 2006.

    


    BETWEEN:

    COUNTY
      LINE ENERGY
      CORP., a
      body
      corporate, having an office in the City of Calgary in the Province of Alberta,
      (hereinafter called "the Grantor") 

    PARTY
      OF THE FIRST
      PART

     

    -
      and
      -

     

    NUANCE
      EXPLORATION LTD., a
      body
      corporate, having an office in the City of Vancouver in the Province of British
      Columbia, (hereinafter called "the Participant")

    PARTY
      OF THE SECOND
      PART

     

    WHEREAS,
      pursuant
      to an Agreement (hereinafter referred to as "the Farmout Agreement") dated
      the
      1st
      day
      of
      December, A.D., 2006, and made between BMW Energy Inc.(hereinafter referred
      to
      as "Farmor") and the Grantor, it is provided that the Grantor by performing
      certain obligations in the Farmout Agreement contained, will become entitled
      to
      earn an interest in certain lands therein contained, all as more particularly
      described in the Farmout Agreement (a copy of the Farmout Agreement is attached
      hereto as Schedule "A"); and,

     

    WHEREAS
      the
      Participant desires to participate with the Grantor as if it had been an
      original party to the Farmout Agreement by assuming a share of the obligations
      therein contained and earning a share of the interest to be earned
      thereunder.

     

    NOW
      THEREFORE THIS AGREEMENT WITNESSETH that
      in
      consideration of
      the
      premises and of the covenants and agreements of the Parties as hereinafter
      set
      forth, the Parties do hereby covenant and agree as follows:

     

    1.
      INTERPRETATION

     

    
      	(a)  	
              The
                headings of the clauses of this Agreement are inserted for convenience
                of
                reference only and shall not affect the meaning or construction
                thereof.

            


    

    


    
      	(b)  	
              The
                terms and expressions used herein shall have the same meanings as
                are
                ascribed to such terms and expressions under the Farmout
                Agreement.

            


    

    


    
      	(c)  	
              Wherever
                the plural or masculine or neuter is used the same shall be construed
                as
                meaning singular, or feminine, or body politic or corporate, or vice
                versa
                as the context so requires.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    2. APPOINTMENT
      OF OPERATOR

     

    Grantor
      is appointed as Operator as between Grantor and Participant with respect
      to
      all
      operations conducted hereunder and is authorized solely to deal with Farmor
      on
      behalf of the Parties in respect of all matters arising out of

    the
      Farmout Agreement.

     

    3. FARMOUT
      AGREEMENT

     

    Except
      as
      modified by the terms of this Agreement, all of the terms and conditions of
      the
      Farmout Agreement together with its operating provisions shall control the
      operation
      of the Parties and shall be deemed to be incorporated herein as if
      included
      mutatis
      mutandis.

     

    4. TRUST
      CONDITIONS AND TERM

     

    The
      Participant understands that its earned working interest will not be recognized
      by
      Farmor
      until earned and consequently Grantor agrees to hold Participant's
      earned Working
      Interests in and to the Farmout Agreement in trust for the Participant
      until
      such
      time as Participant becomes a recognized party to the Farmout
      Agreement.

     

    5. REIMBURSEMENT
      OF SEISMIC COSTS

     

    Along
      with an executed copy of this Agreement, Participant agrees to reimburse Grantor
      the gross costs of acquiring and interpreting any and all seismic carried out
      by
      Grantor in developing a drillable geological prospect on the Farmout Lands.
      By
      so doing the Participant shall thereafter own an undivided 100% ownership of
      such seismic
      data. The gross costs incurred by Grantor in that regard to the date hereof
      is
      $95,000
      ($82,650 US).

     

    6. LAND
      SALE PARTICIPATION

     

    The
      Participant, by completing the conditions of Clause 5, shall earn the right
      to
participate
      in the Alberta Crown Land Sale with the Grantor, subject to the terms
      and
      conditions of the Farmout Agreement, with the Participant paying 50% of the
      Land
      Sale costs should a drillable anomaly be located after the seismic review and
      interpretation.
      Grantor and Farmor shall be solely vested with the right and
      authority
      to
      determine the bid price of the Land Sale parcel.

     

    7. FARMOUT
      TERMS AND EARNING

     

    Grantor
      solely shall be vested with the right and authority to elect to drill the Test
      Well pursuant to the terms and conditions of the Farmout Agreement.

     

    The
      Participant shall bear, pay for and assume 50% of all of the costs, expenses
      and
      risks of the Drilling and either abandonment or Completion and Equipping of
      the
      Test Well.

    


    By
      bearing and paying for costs as aforesaid and if Participant is not otherwise
      in
default
      pursuant to the terms hereof, Participant shall earn 50% of Grantor's
      interest
      as per
      the Farmout Agreement and be subject always to the terms and conditions
      of

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    the
      Farmout Agreement and this Agreement.

     

    8. AFE's
      AND CASH CALLS

     

    Grantor
      agrees to prepare and submit to Participant in advance proper and reasonable
      "Authorities for Expenditure" (AFE's) for any operation carried out under the
      Farmout Agreement.

     

    Grantor
      shall be vested with the authority to issue to Participant Cash Call invoices
      based
      upon the said AFE's. The under noted terms and conditions shall apply to
      the
      payment
      of Cash Call invoices by Participant but may be waived by Grantor at its sole
      discretion.

    


    (a) Reimbursement
      Seismic Expenses

     

    Failure
      by Participant to provide a cheque for $95,000 as per Clause 5. hereof, along
      with an executed copy of this Agreement shall result in the complete
      irrevocable forfeiture by Participant of any and all of its interests
      in
      and
      under this Agreement.

    


    (b) Drill
      &
      Case
      Costs

     

    Failure
      by Participant to meet a Cash Call invoice for its share of the
      estimated costs to drill and case the Test Well within 5 business days of
      receipt thereof shall result in the complete irrevocable forfeiture by
      Participant of any and all of

    its
      interests in and under this Agreement.


    
      (c) Other
        Costs

    

     

    All
      other
      Cash Call invoices shall be issued and dealt with pursuant to the terms of
      the
      Operating Procedure.

     

    The
      rights herein granted to Grantor shall be in addition to and not in substitution
      of
      any
      other rights or remedies which Grantor may have under this agreement or
      otherwise by law, and specifically the exercise of such right shall not serve
      to
      deprive Grantor either wholly or partially of any right or remedy, including
      injunction, damages and indemnity.

    


    9.
      INCORPORATION OF OPERATING PROCEDURE

     

    All
      the
      terms and conditions of the Operating Procedure shall come into effect
between
      Participant and Grantor with respect to the Farmout Lands as of the date
      of
      earning.
      In addition, the Operating Procedure shall govern the relationship of Grantor
      and Participant with respect to all operations on the Test Well.

    


    10.
      GRANT AND CREDITS

     

    Any
      credits or grants allowable under any acts, rules, regulations or other laws
      of
      the Province of Alberta and/or Canada shall be shared by the Parties in
      accordance with the manner in which the Parties bear the cost of operations
      which give rise to the generation of such credits or grants.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    11. ASSIGNMENT
      BY PARTICIPANT

     

    Participant
      may assign all or a part of its interest in this Agreement but notwithstanding
      any assignment by Participant, Grantor will always look to Participant for
      performance of any duties and obligations required to be carried out by
      Participant under this Agreement during the Seismic phase, Land Sale phase
      and
      drilling of the Test Well.

    


    12. WARRANTY
      OF TITLE

     

    Grantor
      makes no representation or warranties as to its or Farmor's title to the Farmout
      Lands but covenants that they are encumbered to the extent noted in the Farmout
      Agreement.

     

    During
      the term of this Agreement, no party shall do or cause to be done any act
      nor
      make or
      cause to be made any omission whereby the Farmout Lands become encumbered
      in such a way as to adversely affect the interests of the other Parties,
      or
      become
      subject to termination or forfeiture.

    


    13. NO
      PARTNERSHIP

     

    The
      rights, duties, obligations and liabilities of the Parties shall be several
      and
      not joint or collective, it being the Parties express purpose and intention
      that
      nothing herein
      shall be construed as creating a partnership of any kind or imposing upon
      any
      party
      hereto any partnership duty, obligation or liability to the other
      party.

     

    14. NOTICE
      PERIODS

    As
      between the Parties any periods of notice specified in the Farmout Agreement
      shall
      be
      lengthened or shortened by fifty (50%) per cent as the case may be, in
      order
      to
      enable the Parties to comply with the provisions of the Farmout
      Agreement.

    


    15. FURTHER
      ASSURANCE

     

    Each
      of
      the Parties shall at all times do all such further acts and deliver all such
      further deeds and documents as shall be reasonably required in order to fully
      perform and carry out the terms of this Agreement.

     

    16. ADDRESSES
      FOR SERVICE

     

    All
      notices, reports and other correspondence required or given under the terms
      of
this
      Agreement shall be deemed to have been properly served if delivered or sent
      by
      registered prepaid mail to the following addresses:

     

    County
      Line Energy Corp. #2630,
      720 - 13th Avenue S.W.
      Calgary,
      Alberta T2R 1M5

     

    Nuance
      Exploration Ltd. 601,
      8623
      Granville St.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Vancouver
      B.C. V6P 5A2

     

    Any
      party
      may from time to time change its address for service hereunder by
      written
      notice
      to the other Parties. Any notice may be served by personal delivery or by
      mailing the same by registered post, postage prepaid, in a properly addressed
      envelope addressed to the party to whom the notice is to be given at its address
      for service hereunder, and shall be deemed to be received forty-eight (48)
      hours
      after the mailing thereof in Canada, Saturdays, Sundays and statutory holidays
      excepted. Any notice may also be served by prepaid telegram addressed to the
      party to whom such notice is to be given at such party's stated address for
      service and any such notice so served shall be deemed to be given to and
      received by the addressee eighteen (18) hours after the time of delivery to
      the
      telegraph office, Saturdays, Sundays and statutory holidays excepted. Any notice
      may also be given by telephone followed immediately by letter or telegram,
      and
      any notice so given shall be deemed to have been received as of the date and
      time of the telephoned notice.

    


    17. CONTROL
      OF WELL INSURANCE

    


    To
      the
      extent of its cost sharing interest Participant agrees to be covered by the
      Operator's Control of Well Insurance and Grantor agrees to make suitable
arrangements
      in that regard. Participant will bear and pay its share of such
      coverage
      at
      cost.

    


    18. SUCCESSORS
      AND ASSIGNS

     

    This
      Agreement shall enure to the benefit of and be binding on the Parties hereto
      and
      their respective successors and permitted assigns. An assignment made by any
      party hereunder shall be made pursuant to all of the terms and conditions of
      the
1993
      CAPL
      Assignment Procedure which shall be deemed to be incorporated herein
      in its
      entirety.

     

    19. PROPER
      LAW

     

    This
      Agreement and the relationship between the Parties shall be construed and
      determined according to the laws of the Province of Alberta and the courts
      having exclusive original jurisdiction with respect to any matter or thing
      arising directly or indirectly relating to this Agreement shall be the courts
      of
      the Province of Alberta.

     

    20. SUPERSESSION

     

    This
      Agreement supersedes and replaces all other agreements, documents, writings
      and
      verbal understandings between the Parties with respect to the subject matter
      of
      this Agreement.

     

    21. LIMITATIONS
      ACT

     

    The
      two-year period for seeking a remedial order under section 3(1)(a) of the
Limitations
      Act, S.A. 2000 C. L-12, as amended,
      for any claim ( as defined in that

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Act
      )
      arising in connection with this Agreement and any of the Schedules attached
      hereto is extended:

     

    
      	(a)  	
              for
                claims disclosed by an audit, two (2) years after the time this Agreement
                permitted that audit to be performed;
                or

            


    

    
      	(b)  	for all other claims, four (4)
              years.


    

      

    IN
      WITNESS WHEREOF the
      Parties hereto have caused this Agreement to be executed as of the day and
      year
      first above written.

    


    
      
        	County Line Energy
                Corp. 	Nuance Exploration
                Ltd.
	
                 

                /s/ Harry Bygdnes

                President

              	
                 

                /s/
                  James D. Bunney

                President

              


      

    

     

    


     

    SCHEDULE
      "A"

    


    


    This
      is
      Schedule "A" attached to and forming part of a Participation Agreement (Highway
      21 Prospect, Alberta) dated as of the 12th
      day of
      December, A.D., 2006. between County Line Energy Corp. and Nuance Exploration
      Ltd.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    "Farmout
      Agreement" means the following document attached hereto

    


    


    i. Term
      Sheet Agreement dated December 1, 2006 between Grantor and BMW
      Energy
      Inc.