Exhibit 10.1 Quest Oil


                                                                                                                                                                                                           Exhibit
      10.1

    
 

    WALLSTIN
      PETROLEUM, LLC

    


    MEMBERSHIP
      INTEREST EXCHANGE AGREEMENT

    


    This
      Membership Interest Exchange Agreement (“Agreement”) is dated as of August 5,
      2005, and is between the following parties: Joe Wallen, James Templer, William
      H. Stinson, and Quest Oil Corporation, a Nevada corporation. Wallen, Templer
      and
      Stinson are collectively referred herein as the “Members,” Quest is referred to
      herein as the “Purchaser,” and the Members and Purchaser are collectively
      referred to herein as the “Parties.”

    


    WHEREAS,
      Wallstin Petroleum LLC, is a limited liability company organized under the
      laws
      of the state of Texas (referred to herein as “WP”). The Members own 100% of the
      membership interests of WP;

    


    WHEREAS,
      WP owns certain assets as described in Exhibit “A” (the “Assets”);

    


    WHEREAS,
      the Members desire to exchange with the Purchaser all of their membership
      interests in WP for shares of common stock of the Purchaser;

     

    WHEREAS,
      the Purchaser desires to own 100% of the membership interests of WP and to
      complete a share exchange transaction (the “Exchange”) pursuant to which the
      Purchaser will issue shares of the common stock of Purchaser to the Members
      in
      exchange for 100% of the membership interests of WP held by the
      Members;

    


    WHEREAS,
      should any claim or controversy arise in connection with the Assets that would
      limit or effect the ownership interest of Purchaser in the Assets, the Parties
      hereto agree that the Exchange shall be subject to cancellation;

    


    WHEREAS,
      the Parties desire to make certain representations, warranties and agreements
      in
      connection with completion of the proposed share exchange transaction;


     

    NOW,
      THEREFORE, in consideration of the foregoing recitals, which shall be considered
      an integral part of this Agreement, and the covenants, conditions,
      representations and warranties hereinafter set forth, the Parties hereby agree
      as follows: 

    


    1. Exchange
      & Closing

    


    1.1 The
      Exchange.
      At the
      Closing (as hereinafter defined), Purchaser shall acquire 100% of the membership
      interests of WP held by the Members, free and clear of all liens, charges or
      encumbrances, in exchange for shares of common stock of the Purchaser (the
      “Exchange Shares”), as provided for in Section 1.3 hereof. The Exchange shall
      take place upon the terms and conditions provided for in this Agreement and
      applicable state law. For United States federal income tax purposes, it is
      intended that the Exchange shall constitute a tax-free reorganization within
      the
      meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended
      (the “Code”). 

    


    1.2
       Closing
      and Closing Date.
      Subject
      to the provisions of this Agreement, the “Closing” of the share exchange
      described in this Agreement shall occur on: (i) the first business day on which
      the last of the Closing conditions set forth in Article V is fulfilled or waived
      or ;(ii) such other date as the Parties hereto may agree (the “Closing Date”),
      at such time and place as the Parties hereto may agree. 

    


    1.3
      Exchange
      of Shares; Stock Certificates.
      

     

    a)
      Conversion. On the Closing Date, the membership interests of the Members will
      be
      exchanged for one million five hundred thousand(1,500,000) shares of common
      stock of the Purchaser as per the following:

    


    (i) Joe
      Wallen   
686,250        Common
      Shares 

    


    (ii) James
      Templar      127,500        Common
      Shares

    


    (iii) William
      H. Stinson  686,250        Common
      Shares

    


    b)
      Exchange of Certificates. On and after the Closing Date, the Members shall
      be
      entitled to receive in exchange for their membership interest, upon surrender
      thereof to the Purchaser or its exchange agent, a certificate or certificates
      representing the number of whole Exchange Shares into which such Member’s
      membership interest were converted pursuant to Section 1.3(a). 

    


    c)
      Compensation Agreements. Upon the Closing, Purchaser will negotiate compensation
      agreements with Mr. Joseph F. Wallen and Mr. William H. 

    


    d)
      The
      Parties shall execute and deliver such other documents as are customary and
      reasonably necessary to consummate the transactions contemplated hereby.


     

    
      
        
        

      

      
        1

        
          
                                                                                                                                                                                                       Exhibit
          10.1

      

      
        
        

      

    

    2.
       Representations
      and Warranties of Members. The
      Members each hereby represent and warrant as follows:

    


        2.1
      Organization and Qualification. WP is a limited liability company duly organized
      and validly existing under the laws of the State of Texas. WP has all requisite
      power and authority to carry on its business as currently conducted, other
      than
      such failures that would not reasonably be expected to have a material adverse
      effect on WP’s business, properties or financial condition (a “Material Adverse
      Effect”). 

    


        2.2
      Capitalization. The Members collectively own 100% of the Membership Interest
      of
      WP. Other than such membership interests, as of the Closing, there are no
      outstanding rights, options, warrants, preemptive rights, rights of first
      refusal or similar rights for the purchase or acquisition of WP. 

    


        2.3
      Subsidiaries. WP does not presently own or control, directly or indirectly,
      any
      interest in any other corporation, association, or other business entity. WP
      is
      not a participant in any joint venture, partnership, or similar arrangement.
      

    


        2.4
      Valid
      Issuance of Membership interests. The WP membership interests of the Members,
      when delivered in accordance with the terms of this Agreement for the
      consideration expressed herein, shall be duly and validly issued and will be
      free of restrictions on

    transfer
      directly or indirectly created by WP other than restrictions on transfer under
      this Agreement, and under applicable state and federal securities laws.


    


        2.5
      Governmental Consents. No consent, approval, order or authorization of, or
      registration, qualification, designation, declaration or filing with, any
      federal, state or local governmental authority on the part of WP is required
      in
      connection with the offer, sale or issuance of the Membership interests, except
      for the following: (i) the filing of such notices as may be required under
      the
      Securities Act of 1933, as amended(the “Securities Act”); (ii) the compliance
      with any other applicable state securities laws, which compliance will have
      occurred within the appropriate time periods therefore. 

    


        2.6
      Litigation. There are no actions, suits, proceedings or investigations pending
      or, to the best of the knowledge of the Members, threatened before any court,
      administrative agency or other governmental body against WP which questions
      the
      validity of this Agreement. 

    


        2.7
      Employees. To the best of the knowledge of the Members, WP is not a party to
      or
      bound by any currently effective employment contract, deferred compensation
      agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement
      or other employee compensation agreement or arrangement with any collective
      bargaining agent. 

    


        2.8
      Intellectual Property. To the best of the knowledge of the Members, WP has
      sufficient title to and ownership of, or other rights to use, all trade secrets,
      and, to its knowledge, copyrights, information, proprietary rights, trademarks,
      service marks and trade names in each case necessary for its business as now
      conducted without any material conflict with or infringement of the rights
      of
      others. 

     

        2.9
      Compliance with Other Instruments. To the best of the knowledge of the Members,
      WP is not in violation or default of any provision of its charter or its
      operating agreement in effect immediately prior to the Closing. 

     

        2.10
      Permits.
      To the best of the knowledge of the Members, WP has all franchises, permits,
      licenses, and any similar authority necessary for the conduct of its business
      as
      now being conducted by it. 

    


        2.11
      Environmental and Safety Laws. To the best of the knowledge of the Members,
      WP
      is not in violation of any applicable statute, law or regulation relating to
      the
      environment or occupational health and safety, except for such violations as
      would not reasonably be expected to have a Material Adverse Effect.


    


        2.12
      Registration Rights. To the best of the knowledge of the Members ,WP has not
      granted or agreed to grant any registration rights, including piggyback rights,
      to any person or entity. 

    


        2.13
      Title to
      Property and Assets. To the best of the knowledge of the Members, WP has good
      and marketable title to all of properties and assets owned by it, free and
      clear
      of all mortgages, liens and encumbrances, except liens for current taxes and
      assessments not yet due and possible minor liens and encumbrances which do
      not,
      in any case, materially detract from the value of the property subject thereto
      or materially impair the operations of WP. With respect to the material property
      and assets it leases, WP is in material compliance with such leases and, to
      the
      best of its knowledge, holds a valid leasehold interest free of all liens,
      claims or encumbrances, except for such liens, claims or encumbrances which
      would not materially impair the operations of WP. WP’s material properties and
      assets are in good condition and repair, in all material respects, for the
      purposes for which they are currently used, ordinary wear and tear excepted.
      

     

        2.14
      Agreements; Actions. To the best of the knowledge of the Members:

    


            (a)
      there are no
      agreements, understandings or proposed transactions between WP and any of its
      officers, directors, affiliates, or any affiliate thereof. 

    


            (b)
      Other than the WP
      operating agreement and agreements entered into in the ordinary course of
      business consistent with past practice, there are no agreements, understandings,
      instruments, contracts, judgments, orders, writs or decrees to which WP is
      a
      party or by which it is bound that involve (i) obligations of, or payments
      by WP
      in excess of, ten thousand ($10,000. 00) dollars, (ii) provisions restricting
      the development, manufacture or distribution of WP’s products or services or
      (iii) indemnification by WP with respect to infringement of proprietary rights.
      

    


            (c)
      To the best of
      the knowledge of the Members, since May 31, 2005, WP has not (i) incurred
      indebtedness for money borrowed in excess of $1 million individually or $1
      million in the aggregate, or (ii) sold, exchanged or otherwise disposed of
      any
      of its assets or rights, other than the sale of its inventory and license
      agreements in the ordinary course of business. 

    


        2.15
      Tax
      Returns and Audits. To the best of the knowledge of the Members, WP (a) is
      characterized as a partnership for United States federal income tax purposes,
      (b) has prepared and filed all United States federal, state and local income
      tax
      returns required to be filed by it, and (c) has no deficiency assessment or
      proposed adjustment by any taxing authority to WP’s federal, state, or local
      income taxes is pending. 

     

        2.16
      Brokers
      or Finders. To the best of the knowledge of the Members, WP has not agreed
      to
      incur, directly or indirectly, any liability for brokerage or finders’ fees,
      agents’ commissions or other similar charges in connection with this Agreement
      or any of the transactions
      contemplated hereby. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     3.
      Representations and Warranties of Purchaser. Purchaser
      hereby represents and warrants that:

    
       

    

        3.1
      Authority. The Purchaser is a corporation duly incorporated, validly existing
      and in good standing under the State of Nevada, has the power and capacity
      to
      enter into this Agreement and carry out its terms and at Closing. 

    


        3.2
      Investment. Purchaser is acquiring the Membership interests for investment
      for
      its own account and not with the view to, or for resale in connection with,
      any
      distribution thereof. 

    


        3.3
      Access to
      Data. Purchaser has received and reviewed information about WP and the Members
      and has had an opportunity to discuss WP’s business, management and financial
      affairs with its management and to review WP’s facilities. 

    


        3.4
      Authorization. As of the Closing, all action on the part of Purchaser, and
      its
      respective officers, directors and partners necessary for the authorization,
      execution and delivery of this Agreement and the performance of all obligations
      of Purchaser hereunder shall have been taken, and this Agreement assuming due
      execution by the parties hereto, constitute valid and legally binding
      obligations of Purchaser, enforceable in accordance with their respective terms,
      subject to: (i) judicial principles limiting the availability of specific
      performance, injunctive relief, and other equitable remedies and (ii)
      bankruptcy, insolvency, reorganization, moratorium or other similar laws now
      or
      hereafter in effect generally relating to or affecting creditors’ rights.


     

        3.5
      Compliance with Other Instruments. Purchaser is not in violation or default
      of
      any provision of its certificate of incorporation or other organizational
      documents, as applicable, each as in effect immediately prior to the Closing.
      

     

        3.6
      Accredited Investor. Purchaser is an “accredited investor” as defined in Rule
      501 of Regulation D as promulgated by the Securities and Exchange Commission
      under the Securities Act. 

    


    4.
      Covenants, Representations and Warranties. 

     

        4.1
      Confidentiality. The Members expressly acknowledge that they have received,
      and
      will receive in the future, Confidential Materials (as hereinafter defined),
      and
      that disclosure of such Confidential Materials to parties not a party to this
      Agreement would cause irreparable harm to the Purchaser. Except with the prior
      written consent of Purchaser or as required by law, neither the Members nor
      their respective officers, directors, partners or affiliates, shall (i) disclose
      any Confidential Materials to any party not a party to this Agreement, or (ii)
      use any Confidential Materials for any purpose except in connection with their
      efforts on behalf of Purchaser. Members, WP and their respective officers,
      directors, partners or affiliates shall use their reasonable best efforts to
      preserve the confidentiality of all Confidential Materials. In the event that
      a
      party concludes that it is legally obligated to disclose any provision of this
      Agreement or any Confidential Materials, such party shall provide the other
      party with prompt written notice, and shall seek to limit the dissemination
      of
      such Confidential Materials. In the case of legal proceedings in which such
      disclosure is required, the parties shall cooperate to obtain an appropriate
      protective order limiting the disclosure of such material. The parties
      acknowledge that, in the event of a public offering of securities of Purchaser
      or any subsidiary, Purchaser may be required to disclose certain terms of this
      Agreement. 

    


    “Confidential
      Materials” means any information or materials, whether written or oral, tangible
      or intangible, (i) concerning Purchaser, its subsidiaries, businesses, markets,
      products, prospects, finances, principal shareholders and/or members, and (ii)
      which Members and/or WP develops, or with respect to which Members and/or WP
      gains access or knowledge, as a direct result of Purchaser’s provision to Member
      and/or WP of information and/or materials. Notwithstanding the foregoing, the
      Confidential Material shall not include (A) information that was known to,
      and
      material that was in the possession of, Member and/or WP prior to the
      commencement of any negotiations with Purchaser, (B) information that is or
      becomes generally known to, and materials possessed by, the public at
      large(other than as a result of a breach of this agreement by Member and/or
      WP
      or by disclosure of any other party which Member and/or WP knows, or has reason
      to know, is under an obligation of confidentiality to Purchaser), (C)
      information or material acquired by Member and/or WP independently from a third
      party (other than a third party which Member and/or WP knows, or has reason
      to
      know, is under an obligation of confidentiality to Purchaser), and (D)
      information or material independently developed by Members and/or WP and not
      as
      a result of the disclosure of information or provision of materials by
      Purchaser. The Confidential Materials may include, but are not necessarily
      limited to, the following: concepts; techniques; data; documentation; research
      and development; customer lists; advertising plans; distribution networks;
      new
      product concepts; designs; patterns; sketches; planned introduction dates;
      processes; marketing procedures; “know-how”; marketing techniques and materials;
      development plans; names and other information related to strategic partners,
      suppliers, or vendors; pricing policies and strategic, business or financial
      information, including business

    plans
      and
      financial proformas. 

     

        4.2
      Business
      Development. Purchaser and Members agree to act in good faith and use their
      reasonable best efforts in developing the Oil & Gas Business of Purchaser
      and maximizing the value to stockholders of such businesses and Purchaser as
      a
      whole. Without limiting the foregoing, in the event Purchaser determines that
      the public markets do not appropriately value its Oil & Gas Business as part
      of Purchaser as a whole, Purchaser shall investigate the consummation of a
      transaction designed to maximize the value of such businesses to its
      shareholders, or another strategic transaction. The Members shall assist
      Purchaser in developing the business plans and strategies for Purchaser’s Oil
& Gas Business and provide Purchaser with advice regarding the execution of
      these business plans and strategies. Members shall assist Purchaser in
      attracting and retaining key personnel for Purchaser’s Oil & Gas Business
      and shall assist Purchaser in developing equity based compensation strategies
      relating thereto. Purchaser will establish an equity compensation program or
      other equity-based or “phantom” plan designed, in the judgment of the Board of
      Directors of Purchaser, to incentivize management of the Oil & Gas Business
      to maximize the value of the Oil & Gas Business consistent with the overall
      goals and objectives of the Board of Directors of Purchaser. Any actions taken
      with respect to the foregoing covenants shall be subject to the final decision
      of Purchaser, and, as applicable, the Board of Directors of Purchaser.


     

        4.3
      Conditions Precedent to the Obligations of the Purchaser.
      All
      obligations of the Purchaser under this Agreement are subject to the fulfilment
      at or before closing of the following conditions:

     

    (a) Member’s
      Representations and Warranties;
      The
      Member’s representations and warranties contained in this Agreement and in any
      certificate or document delivered under this Agreement or in connection with
      the
      transactions contemplated by this Agreement will be true at and as of closing
      as
      if such representations and warranties were made at and as of such time.


     

    (b) Member’s
      Covenants;
      The
      Members will have performed and complied with all agreements, covenants and
      conditions required by this Agreement to be performed or complied with by it
      before or at closing. 

     

    4.4
      Conditions Precedent to the Obligations of the Members.
      All obligations of the Members under this Agreement are subject to the
      fulfilment, before or at closing, of the following conditions:

     

    (a)
      Purchaser’s Representations and Warranties.
      The
      Purchaser’s representations and warranties contained in this Agreement will be
      true at and as of closing as though such representations and warranties were
      made as of such time;

     

    (b)
      Purchaser’s Covenants.
      The
      Purchaser will have performed and complied with all covenants, agreements and
      conditions required by this Agreement to be performed or complied with by it
      at
      or before closing. 

     

    4.4
      Consents of Third Parties.
      All
      consents or approvals required to be obtained by the Members will have been
      obtained, provided that this condition may only be relied upon by the Members
      if
      the Members have diligently exercised its best efforts to procure all such
      consents or approvals and the Purchaser has not waived the need for all such
      consents or approvals. 

     

    Each
      of
      the foregoing conditions is for the exclusive benefit of the Members and any
      such condition may be waived in whole or part by the Member at or before closing
      by delivering to the Purchaser a written waiver to that effect signed by the
      Member. 

    


    
      
        
        

      

      
        3

        
          
                                                                                                                                                                                                       Exhibit
          10.1

      

      
        
        

      

    

    5.
      Miscellaneous. 

    


        5.1
      Governing
      Law. This Agreement shall be governed in all respects by the laws of the State
      of Nevada, without regard to any provisions thereof relating to conflicts of
      laws among different jurisdictions. 

    


        5.2
      Survival.
      The representations and warranties made herein shall survive the Closing for
      a
      period of one year, whereupon they shall cease and be of no further force and
      effect. 

    


        5.3
      Successors and Assigns. Except as otherwise provided herein, the provisions
      hereof shall inure to the benefit of, and be binding upon, the successors,
      assigns, heirs, executors and administrators of the parties hereto; provided,
      however, that the rights of Purchaser to purchase the membership interests
      shall
      not be assignable without the consent of the Members. This Agreement shall
      not
      be construed so as to confer any right or benefit on any party not a party
      hereto, other than their respective successors, assigns, heirs, executors and
      administrators. 

    


        5.4
      Entire
      Agreement; Amendment. This Agreement and the other documents delivered pursuant
      hereto constitute the full and entire understanding and agreement among the
      parties with regard to the subjects hereof and thereof and supersedes all prior
      agreements and understandings relating thereto. Neither this Agreement nor
      any
      term hereof may be amended, waived, discharged or terminated other than by
      a
      written instrument signed by the party against whom enforcement of any such
      amendment, waiver, discharge or termination is sought. 

    


        5.5
      Notices,
      Etc. All notices under this Agreement shall be sufficiently given for all
      purposes if made in writing and delivered personally, sent by documented
      overnight delivery service or, to the extent receipt is confirmed, facsimile
      or
      other electronic transmission, to following addresses and numbers. 

    


    Notices
      to the Members shall be addressed to:

    


    Wallstin
      Petroleum LLC

    P.
      O. Box
      1221

    811
      Vestal Dr. 

    Telephone:
      (830) 992-0836

    Facsimile:
      (210) 568-2450

    Attn:
      Joseph Wallen

    


    with
      a
      copy to:

    


    William
      H. Stinson

    15734
      Oak
      Mountain Dr. 

    Houston,
      Texas 77095

    Telephone:
      (830) 992-0836

    Faxsimile:
      (210) 568-2450

    


    or
      at
      such other address and to the attention to such other person as the Members
      may
      designate; 

    


    Notices
      to the Purchaser shall be addressed to:

    


    Quest
      Oil
      Corporation

           
      1650-1188 West Georgia

    Vancouver,
      BC V6E 4A2

           
      Telephone: (604) 629-2461

           
      Facsimile: (800) 868-0402

           
      Attn: Cameron King, President

    


    or
      at
      such other address and to the attention of such other person as Purchaser may
      designate by written notice to the Members. 

    


        5.6
      Delays or
      Omissions. No delay or omission to exercise any right, power or remedy accruing
      to any party upon any breach or default of the other party under this Agreement
      shall impair any such right, power or remedy of such first party, nor shall
      it
      be construed to be a waiver of any such breach or default, or an acquiescence
      therein, or of or in any similar breach or default thereafter occurring; nor
      shall any waiver of any single breach or default be deemed a waiver of any
      other
      breach or default theretofore or thereafter occurring. Any waiver, permit,
      consent or approval of any kind or character on the part of any holder of any
      breach or default under this Agreement, or any waiver on the part of any holder
      of any provisions or conditions of this Agreement, must be in writing and shall
      be effective only to the extent specifically set forth in such writing or as
      provided in this Agreement. 

    


        5.7
      Expenses.
      Purchaser and Members shall each bear the expenses and legal fees incurred
      on
      their own behalf with respect to this Agreement and the transactions
      contemplated hereby. 

    


        5.8
      Counterparts. This Agreement may be executed in any number of counterparts,
      each
      of which may be executed by only one party, which shall be enforceable against
      the parties actually executing such counterparts, and all of which together
      shall constitute one instrument. 

    


        5.9
      Severability; Enforcement. In the event that any provision of this Agreement
      becomes or is declared by a court of competent jurisdiction to be illegal,
      unenforceable or void, this Agreement shall continue in full force and effect
      without such provision; provided that no such severability shall be effective
      if
      it materially changes the economic benefit of this Agreement to any party.
      The
      parties hereto agree that irreparable damage for which money damages would
      not
      be an adequate remedy would occur in the event that any of the provision of
      this
      Agreement were not performed in accordance with its specific terms or was
      otherwise breached. It is accordingly agreed that, in addition to any other
      remedies a party may have at law or equity, the parties shall be entitled to
      seek an injunction of injunctions to prevent such breached of this Agreement
      and
      to enforce specifically the terms hereof. 

     

        5.10
      Time of
      the Essence.
      Time
      will be the essence for this Agreement.

     

        5.11
      Arbitration. If any question, difference or dispute will arise between the
      parties or any of them in respect of any matter arising under this Agreement
      or
      in relation to the construction hereof the same will be determined by the award
      of three arbitrators in accordance with the provisions of the Commercial
      Arbitration Act
      (British
      Columbia) as amended, and the decision of the arbitrators or a majority of
      the
      arbitrators, as the case may be, will be conclusive and binding upon all
      parties. The rules and procedures for the arbitration will be procedures
      established by the Nevada Arbitrators Institute.

     

        5.12
      Headings.
      The
      headings appearing in this Agreement are inserted for convenience of reference
      only and will not affect the interpretation of this Agreement. 

    


    
      
        
        

      

      
        4

        
          
                                                                                                                                                                                                       Exhibit
          10.1

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written. 

     

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

     

    QUEST
      OIL CORPORATION

    


    


    ________________________________

    By:
      Cameron King

    Its:
      President

    


    


    
      	
               

              Signed,
                Sealed and Delivered by Joe
                Wallen
                in
                the presence of:

               

              ___________________________________ 

               

              Witness
                (Signature)

               

              ___________________________________

               

              Name
                (please print)

               

              ____________________________________

               

              Address

               

              ____________________________________

               

              City,
                Province

               

              ____________________________________

               

              Occupation

            	
               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

            	
               

               

               

               

               

               

               

               

               

              _______________________________

               

              Joe
                Wallen

            
	
               

              Signed,
                Sealed and Delivered by James
                Templar in
                the presence of:

               

              ___________________________________ 

               

              Witness
                (Signature)

               

              ___________________________________

               

              Name
                (please print)

               

              ____________________________________

               

              Address

               

              ____________________________________

               

              City,
                Province

               

              ____________________________________

               

              Occupation

            	
               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

            	
               

               

               

               

               

               

               

               

               

              ______________________________

               

              James
                Templar

            


    

     

    


    
      	
               

              Signed,
                Sealed and Delivered by William
                H. Stinson
                in
                the presence of:

               

              ___________________________________ 

               

              Witness
                (Signature)

               

              ___________________________________

               

              Name
                (please print)

               

              ____________________________________

               

              Address

               

              ____________________________________

               

              City,
                Province

               

              ____________________________________

               

              Occupation

            	
               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

               

              )

            	
               

               

               

               

               

               

               

               

               

              _______________________________

               

              William
                H. Stinson

            


    

     

    



    
      
        
        

      

      
        5

        
          
                                                                                                                                                                                                       Exhibit
          10.1

      

      
        
        

      

    


     

    EXHIBIT
      A

     

    Wallstin
      Petroleum, LLC.

     

    PROPERTY
      (ASSETS)

    


    


    Properties
      with Right of Ownership

    


    1.
      Stevenson Lease - Sec. 7 Blk M-24, TC. RR. Survey, Hutchinson County, Texas,
      3
      wells.

    


    2.
      Tarver
      lease - NW/4 of Section 57, Block 3, H&TC Ry. Co. Survey, Abst. 245,
      Eastland County, Texas 

    


    3.
      Elder
      Lease - 1.4 acres, 1 oil well, Mary Van Winkle Survey A-208, located in Gregg
      County, Texas.

    


    4.
      Nettie
      Gardner Lease - 116.3 acres, more or less, NE corner of Joseph Bleike Survey
      no.
      1055, Abstract 45, 1 gas well, 1 oil well.

    


    Pending
      Acquisitions

    


    1.
      Chain
“C” Lease - Sec. 6 Blk M-24 TC RR Survey, Hutchinson County, Texas, 7 oil wells.
      (Waiting on signed leases to be returned.)

    


    2.
      Carol
      Brown “A” #1 lease - Sec 10 Blk M-16 A.B.&M. Survey, Hutchinson County,
      Texas, 1 oil well. (Waiting on signed leases to be returned.)

    


    3.
      Cooper
      Unit - Sec 6 Blk 9 I&GN RR Survey, Hutchinson County, Texas, 30 oil
      wells.

    (Waiting
      on signed leases to be returned.)

    


    4.
      East
      Cameron Block 21 Prospect, Cameron Parish, Louisiana, 4000 acres, 1 TCF gas
      and
      100 million barrels oil and condensate potential. (Have exclusive to
      project.)

    


    5.
      10,000
      acres located in Terrell County, Texas, deep gas project. (Have exclusive to
      the
      project.)

    


    6.
      Hawkeye Field, 483 acres, more or less, 48 oil wells, located in Eastland
      County, TX.

    


    7.
      Trevino leases - Zapata County, Texas Out of Section 65, SK&K Survey,
      Abstract 86.

    (Landman
      obtaining new leases from mineral owners.)

    


     

    


    
      
        
        

      

      
        6