Exhibit 10.2


     

    DILUTION
      AGREEMENT

    


    THIS
      AGREEMENT made
      this
      22nd
      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 Participation Agreement")
      dated
      the 21st
      day of
      December, A.D., 2006, and made between the Participant and the Grantor, it
      is
      provided that the Participant by performing certain obligations in the
      Participation Agreement contained, will become entitled to earn an interest
      in
      certain lands therein contained, all as more particularly described in the
      Participation Agreement (a copy of the Participation Agreement is attached
      hereto as Schedule "A"); and,

     

    WHEREAS
      each
      of
      the Grantor and the Participant in the Participation Agreement desires
      to by assuming a share of the obligations therein contained and earning a share
      of the
      interest to be earned thereunder in relation to the amount of monies in Costs
      that each
      Party to
      this Agreement advances under the obligations.

     

    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 Farrnout
                Agreement.

            


    

     

    
      	(c)  	Wherever the plural or masculinie 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.


    

     

    2.
      DILUTION

     

    2.1
      The
      respective Interests of the Parties shall be subject to variation from time
      to

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
       
time
      in
      the event of failure by a Party to pay its proportionate share of
      Costs;

    a)  subject
      to Section 2.2, of the election by a Party not to participate in Land Costs
      and/or Authorizations for Expenditure (together the "Costs") or;

    b)  subject
      to Section 2.2, of the election by a Party to pay less than its proportionate
      share of Costs.

    


    2.2
      Upon
      the happening of any of the events set forth in subsection 2.1(a)-(b), inclusive
      hereof, each Party's Interest shall be varied to equal the product obtained
      by
      multiplying 100% by a fraction of which the numerator shall be the amount of
      Costs paid by such Party and of which and the denominator shall be the total
      amount of Costs paid by both Parties. For the purposes of this section, the
      amount of Costs paid by a Party shall include the amount of Costs deemed to
      have
      been paid by that Party as set forth in Section 2.1.

    


    2.3
      In
      the event that a Party's Interest is reduced to five (5%) percent or less by
      the
operation
      of Section 2.2 hereof, such Party shall forthwith relinquish its Interest
      and shall
      transfer such Interest to the other Party hereto in proportionate shares and
      shall
      receive
      as consideration therefor a payment in the amount of Ten Thousand Dollars
      ($10,000). In the event of such relinquishment, such Party shall have no further
      right to participate in any Programs and shall have no further Interest in
      the
      Property.

    


    2.4
      A
      Party which forfeits or reduces its Interest in the Property pursuant to Section
      2.1 shall have the rights to redeem its position if the actual Costs expended
      is
      less costly by at least 25% than the budget as set out in the Costs to which
      the
      Party had not agreed, otherwise the forfeiture is final. The Operator shall
      not
      later than thirty (30)
      days
      after completion of an Costs expenditure, provide a complete statement
      of
      expenditures incurred to date. Within five (5) days of receipt of the foregoing
      statement, the forfeiting Party shall inform the other Party of its wish to
      redeem its Interest. A Party redeeming its Interest shall pay the Costs it
      would
      have paid had it participated in the Costs, plus and amount of 5% of the
      aforesaid Costs had it participated in the Costs. Payment shall be made by
      the
      redeeming Party to the other Party within five (5) days of providing notice
      of
      such redemption.

     

    3. 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.

     

    4. 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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

     

    Nuance
      Exploration Ltd. 601,
      8623
      Granville St. 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.

     

    5. 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.

    6. 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.

     

    7. 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.

    


    8. LIMITATIONS
      ACT
      The
      two-year period for seeking a remedial order under section 3(1)(a) of
      the

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    Limitations
      Act, S.A.
      2000
      C. L-I2, as amended, for any claim ( as defined in that 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.


    

     

    


    This
      Agreement may be executed in counterpart.

    


    


    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

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (Highway
      21 Prospect, Alberta) dated as of the 12th
      day of
      December, A.D., 2006. between County Line Energy Corp. and Nuance Exploration
      Ltd.

    


    "Farmout
      Agreement" means the following document attached hereto

     

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