Exhibit 10.1


    DRILLING
      PROGRAM AGREEMENT

    


    This
      Drilling Program Agreement (“Agreement”) is made and entered into as of December
      21, 2005, by and between Griffin & Griffin Exploration, L.L.C., a limited
      liability company (“Griffin”), and 0743608 B.C. Ltd. (“Investor”).

    


    RECITAL:

    


    Griffin
      is the owner or will become the owner of the oil, gas and mineral leases
      covering those prospects described in Exhibit “A” attached and will drill on
      each prospect a well (“Program Well”) to a depth sufficient to test the Frio
      Sands identified as prospectively productive of oil and/or gas (the “Drilling
      Program”).

    


    Investor
      wishes to purchase a ten percent (10%) gross working and revenue interest in
      the
      Drilling Program.

    


    ARTICLE
      I

    DRILLING
      PROGRAM

    


    A.
      The
      Drilling Program shall be conducted as Griffin in its capacity as Operator
      and
      shall consist of the drilling, logging, testing and the completing and equipping
      for production (or if applicable, the plugging and abandonment) of ten (10)
      wells upon the subject prospects (the “Program Wells”), with such wells being
      located at sites selected by Griffin and being drilled to a subsurface depth
      equal to such depth as is necessary to penetrate prospectively productive sands
      of the Frio Formation (“Contract Depth”).

    


    The
      total
      operational and overhead costs for one hundred percent (100%) interest in the
      10-Well Drilling Program is U.S. $3,500,000.00 or less.

    


    Griffin
      shall use all reasonable efforts to cause the initial Drilling Program Well
      to
      be spudded on or before April 1, 2006, and to thereafter conduct the Drilling
      Program on a sequential basis in such a manner so that the Drilling Program
      shall be completed within nine (9) months of the date on which the initial
      Program Well was spudded. The parties acknowledge delays in drilling may be
      occasioned by lack of rig availability, weather conditions and, where
      applicable, flood waters of the Mississippi River. When any such condition
      exists, the completion date of the Drilling Program may be extended by such
      period of time as equals the period access to a location or locations was
      impractical or unduly burdensome. 

    


    Griffin
      shall cause each horizon encountered by each Program Well that is potentially
      capable of producing hydrocarbons in commercial quantities to undergo the
      following logging and testing program:

    


    (i)
      a
      dual induction sonic electrical log or its equivalent; and,

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        (ii)
      side
      wall core testing of all potentially productive formations.

    Griffin
      shall provide Investor with reasonable notice of the conducting of each such
      logging and testing program in such manner and time as to allow Investor
      sufficient opportunity to have a representative present during such logging
      and
      testing.

    


    Based
      upon the results of the logging and testing, Griffin shall decide whether or
      not
      a completion attempt should be conducted as to any one or more of the tested
      horizons. In the event that Griffin should decide against any completion attempt
      as to a particular Program Well, then such Program Well shall be immediately
      plugged and abandoned. In the event that Griffin should decide to conduct one
      or
      more completion attempts as to a particular Program Well, then such completion
      attempt shall be conducted by Griffin.

    


    B.
      Prior
      to the spudding of each Program Well, Griffin shall:

    


    (i)
      hold
      defensible title to the oil, gas and mineral leasehold estate covering the
      Prospect;

    


    (ii)
      obtain and deliver to Investor a drill site title opinion, which shall be
      addressed to Griffin, covering the applicable well site acreage and indicating
      that the title to interests to be acquired by Investor hereunder is of a nature
      that is customarily relied upon by a reasonable person engaged in activities
      similar to those contemplated by the Drilling Program;

    


    (iii)
      obtain from the applicable governmental authority all necessary licenses and
      permits;

    


    (iv)
      use
      its reasonable efforts to (1) obtain leases covering any mineral estate
      underlying the applicable well site acreage that is not otherwise subject to
      a
      lease held by Griffin; provided that such leases, without the prior consent
      of
      Investor, shall not provide for more than twenty-five percent (25%) of
      eight-eighths (8/8) royalty and overriding royalty interest; (2) enter into
      a
      drilling contract with a drilling contractor regularly engaged in such business
      on such terms as Griffin deems to be in the best interest of the Drilling
      Program.

    


    ARTICLE
      II

    


    1.
      Within
      forty-eight (48) hours after the execution of this Agreement by Investor,
      Investor shall cause to be wired to the Truly, Smith & Latham Trust Account
      (the “Escrow Agent”) at the Natchez Main Office of AmSouth Bank the sum of
      $110,000.00 (U.S. Dollars) to cover costs and expenses of Griffin in managing
      the Drilling Program, costs previously incurred in obtaining and processing
      seismic information and Griffin’s ongoing office overhead expenses. The said
      $110,000.00 shall be paid to Griffin by the Escrow Agent only after receipt
      from
      Griffin certifying the owner or owners of the remaining fifty percent (50%)
      interest of the Drilling Program, who are unrelated third parties to the
      Investor, had paid their fifty percent (50%) share, or $550,000.00, of the
      costs
      and expenses in managing the Drilling Program, costs previously incurred in
      obtaining and processing seismic information and Griffin’s ongoing office
      overhead expenses. Failure of Griffin to receive from the other unrelated third
      party owners of fifty percent (50%) of the Drilling Program their contribution
      to cover said costs and expenses within 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    forty-eight
      (48) hours of Investor’s payment to the Escrow Agent shall give rise to Investor
      the right to demand from the Escrow Agent a return of the full escrow
      payment.

    


    The
      liability of the Escrow Agent shall be limited to the receipt, holding and
      disbursing of the escrowed funds as set out above.

    


    2.
      Upon
      the payments for which provision is made in Paragraph 1 above, Investor shall
      caused to be wired to Griffin the sum of $240,000.00 (U.S. Dollars), which
      payment shall be made on or before January 20, 2006. This payment is conditioned
      upon Investor and Griffin entering into a mutually acceptable Joint Operating
      Agreement containing provisions customarily found in such Operating Agreements
      covering Frio wells in Southwest Mississippi. Failure to agree upon a Joint
      Operating Agreement by January 20, 2006, shall permit either party to terminate
      this Drillling Program Agreement, at which time any funds paid by Investor
      shall
      be returned to Investor and neither party shall have any further obligation
      to
      the other.

    


    The
      remaining $240,000.00 shall be deposited in a separate Griffin bank account
      appropriately identified as the Investor Drilling Fund. As costs are incurred
      in
      drilling, completing, operating and constructing pipelines, Griffin may withdraw
      from the fund Investor’s proportionate costs of such expenses. Nothing in this
      Agreement shall be construed as requiring Investor to contribute more than
      his
      initial contribution of $350,000.00. Upon the completion of the Drilling
      Program, any remaining funds in the Investor Drilling Fund shall be refunded
      to
      Investor.

    


    Griffin
      shall deliver to Investor on a monthly basis an accounting using generally
      accepted accounting practices, which accounting shall reflect all withdrawals
      from the Investor Drilling Fund and the amount remaining in it.

    


    ARTICLE
      III

    


    Upon
      the
      establishment of production from each Program Well, Griffin shall receive
      payment for all oil and/or gas sold attributable to the interest covered by
      this
      Agreement. The proceeds from such sales shall be paid to Investor after making
      the following deductions:

    


    (a)
      The
      payment of all operating expenses assessed the subject interests as required
      by
      the Operating Agreement.

    


    (b)
      After
      making the payments required by (a) above, the payment to Griffin of fifteen
      percent (15%) of such remaining amount.

    


    Payments
      to Investor shall be made by bank wire within fifteen (15) days after receipt
      of
      all sales of production proceeds by Griffin.

    


    The
      parties do no anticipate the execution and recording of an assignment or other
      conveyance to Investor reflecting his interest in the Program Wells. However,
      upon request from 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Investor,
      Griffin shall deliver to Investor an instrument in recordable form recognizing
      Investor’s ownership in the Program Wells.

    


    ARTICLE
      IV

    


    A.
      Griffin shall keep, or caused to be kept, accurate, complete and proper books,
      records and accounts of all activities conducted pursuant to this Agreement
      and
      Operating Agreement. Such books, records and accounts shall be prepared on
      an
      income tax basis and shall be kept at the principal office of Griffin, or such
      other office as Griffin may designate for such purpose. In addition to the
      reports required by the Operating Agreement, Griffin shall, from time to time
      (not less frequently than monthly), submit to Investor such reports and
      supporting information as may be necessary to keep Investor informed with
      respect to all activities conducted pursuant to this Agreement and the Operating
      Agreement. Investor and his agents and representatives shall have, upon giving
      Griffin reasonable notice and during normal working hours, complete access
      for
      such inspection and copying, as Investor deems necessary, to the books and
      records maintained by Griffin that relate to the activities conducted pursuant
      to this Agreement and Operating Agreement. 

    


    B.
      In
      addition to the books, records, accounts and reports contemplated by Clause
      A
      above, Griffin shall provide, at no additional cost to Investor, such accounting
      services and support to Investor as may be necessary for Investor to prepare
      all
      tax forms, returns and reports required by applicable federal and state laws,
      rules and regulations.

    


    Investor,
      upon notice to Griffin, shall have the right, at Investor’s sole cost and
      expenses, to have an audit conducted by a firm of independent certified
      accountants or other accountants designated by Investor, of the books and
      records maintained by Griffin that relate to the activities conducted under
      the
      terms of this Agreement and the Operating Agreement.

    


    ARTICLE
      V

    


    A.
      Any
      notice required or permitted to be given under the terms of this Agreement
      shall
      be deemed as given if directed to Griffin at the following address:

    


    Griffin
      & Griffin Exploration, L.L.C.

    LeFleur’s
      Gallery

    P.O.
      Box
      12274

    Jackson,
      MS 39236

    Attention:
      John Andrew Griffin

    Fax:
      (601) 713-1175.

    


    Notices
      to Investor shall be deemed given if addressed:

    


    0743608
      B.C. Ltd.

    5774
      Deadpine Drive

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

                    Kelowna,
      BC, Canada
      V1P 1A3

    Phone:
      (250) 765-6424

    Fax:
      (250) 765-4408.

     

    


    B.
      This
      Agreement constitutes the entire understanding between the parties with respect
      to the subject matter hereof, and supersedes all other understandings and
      negotiations with respect thereto. This Agreement may amended only in a writing
      signed by both parties hereto. Any provision of this Agreement may be waived
      only in writing signed by the party to be charged with such waiver. No course
      of
      dealing between the parties shall be effective to amend or waive any provision
      of this Agreement.

    


    C.
      Investor recognizes that Griffin is otherwise engaged in activities relating
      to
      the exploration for, and production of, oil and gas and in that regard, Griffin
      currently holds and may hereafter acquire interests in acreage and prospects
      other than the Subject Prospects and well site acreage, and that Griffin shall
      have no restrictions hereunder in regard to such other interests.

    


    D.
      It is
      not the purpose or intention of the parties hereto create any partnership,
      joint
      venture or association. Neither party shall, by reason of this Agreement, have
      the right to bind the other party to any contract, except to the extent
      expressly provided for in the Operating Agreement.

    


    E.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced under applicable law, all other conditions and provisions of
      this
      Agreement shall nevertheless remain in full force and effect so long as the
      economic or legal substance of the transactions contemplated herein are not
      affected in any manner adverse to any party. Upon such determination that any
      term or other provision is invalid, illegal or incapable of being enforced,
      then
      this Agreement may be reformed to the extent necessary so as to effect the
      original intent of the parties as closely as possible in order that the
      transactions contemplated herein are consummated as originally contemplated
      to
      the fullest extent possible.

    


    F.
      This
      Agreement shall be binding upon and inure solely to the benefit of each party
      hereto and their successors and assigns, and nothing in this Agreement, express
      or implied, is intended to confer upon any other person any rights or remedies
      of any nature whatsoever under or by reason of this Agreement.

    


    G.
      This
      Agreement shall be governed by the laws of the State of
      Mississippi.

    


    H.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

    


    I.
      All
      obligations of either party to this Agreement to the other party hereto shall
      be
      suspended so long as the performance of such obligation is prevented or hindered
      in whole or in part by reason of fire, earthquake, action of the elements,
      strikes, riots, lockouts, civil 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    commotions,
      acts of the country’s enemy, inability to obtain the necessary material for the
      performance of such obligations on the open market, or for any other cause
      except financial, whether similar or dissimilar to those specifically enumerated
      herein, which shall be beyond the reasonable control of the party claiming
      such
      suspension. Upon the happening of any such cause, the party claiming suspension
      shall immediately notify the other party, specifying in reasonable detail the
      reason for non-performance and the party giving such notice shall thereafter
      use
      all reasonable efforts to eliminate such cause, but it shall not thereby be
      or
      become obligated to settle any strikes or lockouts.

    


    In
      witness whereof, each of the parties hereto has caused this Agreement to be
      executed and delivered as of the date hereof.

    


    GRIFFIN
      & GRIFFIN EXPLORATION, L.L.C.

    


    BY:     /s/
      William K. Griffin, III

    WILLIAM
      K. GRIFFIN, III,

    PRESIDENT

    


     

    0743608
      B.C. LTD.

    


    BY:    /s/
      Chris Bunka

                                          CHRIS
      BUNKA,
      PRESIDENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Exhibit
      “A”

    


    


    Palmetto
      Point Prospects

    


    
      	
              Palmetto Point 

            	
              Acres  

            	
              Sec.Twp.Rge.

            	
              Time

            
	1.   PP F	
              142

            	
              42-2-4

            	
              .616

            
	
              2.  PP
                F-7

              (offset shale 10ft. show of gas)

            	
              105

            	
              5-2-5

            	
              .655

            
	3.   PP F-12	
              142

            	
              41-2-4

            	
              .835

            
	4.  PP F-25	
              38 

            	
              18-2-5

            	
              .687

            
	
              5.   PP F-29/28

              (offset multiple oil & gas shows)

            	
              77

            	
              15-2-5

            	
              .903

            
	6.   PP
              F-39/2	
               68

            	
               6-2-5

            	
               .83

            
	7.   PP F-40/12	
               100

            	
              7-2-5

            	
               .915

            
	
              8.   PP F-42

              (Pritchartt oil offset)

            	
               97

            	
              12-2-5

            	
               .83

            
	9.   PP F-115	
               49

            	
               9-2-4

            	
               .764

            
	
              10.  PP F-117

              (offset 5’ gas between shale)

            	
                171

            	
              23&24-2-4

            	
               .783

            
	
              11.  PP F-118 

              
                (offset
                  possible gas show- will test #119 also)

              

            	
               145

            	 

              6&7-2-5

            	
               .779

            
	
              12.  PP F-121

              (offset 2 shows)

            	
               57

            	
               7-2-5

            	
               .784

            
	
              13.  PP F-122

              (no show in well offset)

            	
                82

            	
              6-2-5

            	
               .936

            


    

      

    It
      is
      agreed that notwithstanding anything in this Agreement or this Exhibit “I” to
      the contrary, Investor’s interest in the above Prospects is limited to those ten
      (10) wells selected by Griffin for this Drilling Program. Investor has no
      interest through this Agreement in those wells in this Exhibit “I” not selected
      by Griffin as a Program Well.