EQUALIZATION
      AND JOINT OPERATING AGREEMENT

    MORGAN
      COUNTY, TENNESSEE

    


    THIS
      AGREEMENT
      made
      this 7th
      day of
      July, 2008.

    


    AMONG:

    


    Montello
      Resources (USA) Ltd.,
      a body
      corporate, having an office in the City of Calgary in the Province of Alberta,
      (hereinafter called "Montello")

    


    PARTY
      OF THE FIRST PART

    -
      and
      -

    


    Park
      Place Energy Corp.,
      a body
      corporate, having an office in the City of Calgary in the Province of Alberta,
      (hereinafter called "Park Place")

    


    PARTY
      OF THE SECOND PART

    -
      and
      -

    


    Nexgen
      Petroleum Corp. (formerly Blackrock Petroleum Corp.),
      a body
      corporate, having an office in the City of Las Vegas in the State of Nevada,
      (hereinafter called "Nexgen")

    


    PARTY
      OF THE THIRD PART

    -
      and
      -

    


    Austin
      Developments Corp.,
      a body
      corporate, having an office in the City of Vancouver in the Province of B.C.,
      (hereinafter called "Austin")

    


    PARTY
      OF THE FOURTH PART

    


    WHEREAS
      the
      parties are or entitled to become the beneficial holders of the lessee's
      interest in the joint lands and wells more particularly set out and described
      in
      Schedule "A"; and,

    


    WHEREAS
      the
      parties desire to provide for the manner in which operations will be conducted
      on the title documents and the joint lands as and from the effective
      date.

    


    NOW
      THEREFORE THIS AGREEMENT WITNESSETH
      that in
      consideration of the mutual covenants and agreements herein contained and
      subject to the terms and conditions hereinafter set out the parties agree as
      follows:

    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    In
      this
      Agreement, including the recitals, unless the context otherwise requires, the
      definitions contained in Clause 101 of the Operating Procedure save as amended
      hereby shall apply hereto. In addition to such definitions in the Operating
      Procedure the following expressions shall have the respective meanings herein
      assigned to them, namely:

    


    
      	 	
              (a)

            	
              "joint
                lands" means the lands more particularly set out and described and
                from
                time to time remaining in Schedule
                "A";

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (b)

            	
              "Operating
                Procedure" means the 1990 CAPL Operating Procedure, including the
                PASC
                1996 Accounting Procedure, attached hereto as Schedule "B";
                

            


    

    


    
      	 	
              (c)

            	
              "the
                title documents" means the documents more particularly described
                in
                Schedule "A" insofar as they relate to the joint lands and by virtue
                of
                which the parties are entitled to drill for, win, take or remove
                petroleum
                substances underlying the joint lands and all renewals or extensions
                thereof or title documents issued hereunder;
                and

            


    

    


    
      	 	
              (d)

            	
              "party"
                means a person, firm or corporation which is bound by this Agreement
                and
                the Operating Procedure.

            


    

    


    
      	
              2.

            	
              CONFLICT
                OF PROVISIONS

            


    

    


    Wherever
      there is a conflict between this Agreement and the Operating Procedure, the
      terms and provisions of this Agreement shall prevail and wherever there is
      a
      conflict between this Agreement and the title documents, the terms and
      provisions of the title documents shall prevail.

    


    
      	
              3.

            	
              INTERPRETATION

            


    

    


    Whenever
      the singular or masculine or neuter is used herein, the same shall be construed
      as meaning plural or feminine or body politic or corporate and vice versa as
      the
      context requires.

    


    
      	4.	
              RIGHT
                FOR NEXGEN TO EARN AN INTEREST

            


    

    


    As
      between only Montello and Nexgen the under noted terms and conditions shall
      apply to the obligation of Nexgen to assume and be responsible for Montello’s
      share of costs and expenses to be incurred on the joint lands after the
      effective date as follows:

    


    (a)
      the
      cumulative sum of monies which Nexgen will bear on Montello’s behalf will be
      $1,250,000.00 ("Carried Amount") with respect to Montello’s working interest
      share (as per clause 6 hereof) of any joint expense incurred after the effective
      date on the joint lands including, but not limited to, drilling, completions,
      equipping, tie-ins, re-completions and re-works.

    


    (b)
      Montello as Operator shall have the right to cash call invoice Nexgen for all
      anticipated expenditures comprising a portion of the Carried Amount and Nexgen
      agrees to pay such cash call invoices within 15 working days of receipt
      thereof.

    


    (c)
      when
      Nexgen has borne and paid for the Carried Amount it shall have earned from
      Montello an undivided 15% working interest in leases C. through G. inclusive
      noted on Schedule "A" including all wells and equipment in, on or related
      thereto.("the Bowen Block") The parties agree to notify the balance of the
      parties to this Agreement when such earning has taken place and the effective
      date thereof.

    


    (d)
      when
      the Carried Amount has been expended, with respect to any operation then being
      conducted but not finished it shall be deemed that both Montello and Nexgen
      had
      elected to participate in the balance of such operation pursuant to the terms
      of
      the Operating Procedure.

    


    
      	5.	
              OPTION
                FOR NEXGEN TO ACQUIRE AN
                INTEREST

            


    

    


    As
      among
      only Montello, Austin and Nexgen the under noted terms and conditions shall
      apply to the possible acquisition by Nexgen from Montello and Austin of
      additional working interests in the Bowen Block as follows:


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    (a)
      anticipated operations to be carried out on the joint lands are the attempted
      completion of the Bowen #1 and Bowen #2 wells in firstly, a potentially natural
      gas bearing zone at an approximate depth of 8275 feet subsurface in such wells
      and, secondly, certain shallower zones at an approximate depth of 2600 feet
      subsurface in such wells.

    


    (b)
      after
      the completion attempts as aforesaid are made and the wells tested, if warranted
      in accordance with good oilfield practice, for a period of time (minimum of
      30
      cumulative days) then Nexgen shall at its sole cost, risk and expense commission
      an engineering report from a mutually agreeable reputable, oil and gas
      evaluation engineering firm an evaluation of a 100% working interest in the
      proven and probable oil and gas assets in the Bowen Block and provide each
      of
      Montello and Austin with a final copy thereof("the Evaluation") immediately
      upon
      receipt by Nexgen. The Evaluation must be prepared using assumptions and
      methodology guidelines outlined in the Canadian Oil and Gas Evaluation Handbook
      and in accordance with National Instrument 51-101, Standards for Disclosure
      for
      Oil and Gas Activity utilizing a discount rate of 12.5% on future cash
      flows.

    


    (c)
      within 30 days of receipt by Montello and Austin of the Evaluation, Nexgen
      may,
      but is not obligated, elect in writing to acquire firstly, from Montello an
      undivided 5% working in the Bowen Block and, secondly, from Austin an undivided
      10% working interest in the Bowen Block for a total consideration consisting
      of
      two portions as follows:

    


    (i)
      prorata % dollar amount as calculated from the Evaluation, plus

    (ii)
      prorata % of the sum of $325,000.00 US which is the deemed value of a 100%
      ownership of the surface on the Bowen Block and a house located
      thereupon.

    


    If
      Nexgen
      fails in a timely fashion to advise Montello and Austin of its intent to acquire
      the working interests as aforesaid then its right to do so shall irrevocably
      be
      terminated. The right to acquire granted to Nexgen by Montello and Austin by
      virtue of this clause 5. is not assignable by Nexgen to any third party without
      the express written consent of both Montello and Austin.

    


    (d)
      if
      Nexgen does elect to acquire additional working interests from each of Montello
      and Austin as set out in sub-clause 5.(c) hereof, then the parties will
      endeavour on a good faith basis to close the related Purchase and Sale of
      working interests in the Bowen Block within 30 days of the date of Nexgen’s
      election to acquire. The parties agree to utilize the 2000 CAPL Transfer
      Procedure in any final documentation in that regard including any other mutually
      agreeable amendments or additional provisions that are normally found in
      documents of this nature within the oil and gas industry. Upon closing of these
      purchases the parties shall jointly advise Park Place of the new interests
      in
      the Bowen Block.

    


    (e)
      if
      Nexgen either fails to or elects not to commission the Evaluation contemplated
      by Subclause 5.(b) hereof within 30 days after the final completion attempts
      and
      subsequent production testing, if any, then Nexgen shall have no further right
      to acquire an interest pursuant to the provisions of this clause.

    


    
      	
              6.

            	
              WORKING
                INTERESTS

            


    

    


    Prior
      to
      the possible earning of or acquisition of an additional working interest by
      Nexgen pursuant to the provisions of either or both of clauses 4. and 5. hereof,
      the initial working interests of the parties in the title documents, the joint
      lands, listed wells, the petroleum substances and in the operations to be
      carried out pursuant to this Agreement are as follows:



    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    (a)
      with
      respect to leases C. through G. inclusive so noted on Schedule "A"

    


    
      	
              Park
                Place

            	 	 	
              5

            	
              %

            
	
              Montello

            	 	 	
              55

            	
              %

            
	
              Austin

            	 	 	
              40

            	
              %

            


    

    


    (b)
      with
      respect to the balance of the leases on Schedule "A"

    


    
      	
              Park
                Place

            	 	 	
              5

            	
              %

            
	
              Montello

            	 	 	
              35

            	
              %

            
	
              Austin

            	 	 	
              30

            	
              %

            
	
              Nexgen

            	 	 	
              30

            	
              %

            


    

    


    (hereinafter
      called "the working interests")

    


    
      	
              7.

            	
              WARRANTY
                OF TITLE

            


    

    


    No
      party
      warrants title to its working interest in the joint lands and the title
      documents but each does covenant that it has complied with the terms of the
      title documents to the extent necessary to keep them in full force and effect,
      has good right, full power and authority to enter into this Agreement and each
      represents that it has not as of the effective date hereof received any notice
      of default in respect thereof.

    


    
      	
              8.

            	
              ENCUMBRANCES

            


    

    


    If
      the
      working interest of any party in the joint lands hereafter shall become
      encumbered by any royalty, production payment or other charge of a similar
      nature, other than the present encumbrances as set out in Schedule "A", such
      royalty, production payment or other charge shall be charged to and paid
      entirely by the party whose interest is or becomes thus encumbered and such
      party shall

    


    
      	 	
              (a)

            	
              ensure
                that royalty, production payment or other charge of a similar nature
                shall
                either be terminated upon that party ceasing to have an interest
                in the
                joint lands so encumbered or be assumed by the transferee to which
                such
                party transfers its interest, as the case may be;
                and,

            


    

    


    
      	 	
              (b)

            	
              indemnify
                the other parties from and against all suits, demands, claims, damages,
                expenses or any other proceeding whatsoever which the other parties
                may
                pay, sustain or incur by virtue of such party's failure to carry
                out its
                obligations under this clause.

            


    

    


    In
      the
      event that any party is required to surrender, relinquish, quit claim or forfeit
      its interest by virtue of the operation of any term or condition of this
      Agreement or the Operating Procedure, such party shall not create any further
      encumbrance, nor implement any means by which a further encumbrance may be
      created against its interest in the joint lands, wells or production taken
      therefrom, subsequent to the initial date upon which the term or condition
      requiring such surrender, relinquishment, quit claim or forfeiture became
      operative. 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 joint lands
      become encumbered in such a way as to adversely affect the interest of the
      other
      parties, or become subject to termination or forfeiture.

    


    
      	
              9.

            	
              EFFECTIVE
                DATE

            


    

    


    The
      effective date for this Agreement shall be deemed to be as of the 7th
      day of
      July A.D., 2008.



    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    
      	
              10.

            	
              OPERATING
                PROCEDURE

            


    

    


    As
      of the
      effective date the Operating Procedure shall be deemed to have come into full
      force and effect with respect to the title documents and the joint lands,
      without any further execution by the parties, and thenceforth shall govern
      the
      relationship of the parties in accordance with their respective working
      interests with respect to all operations conducted in connection with the
      exploration, development and maintenance of the joint lands for the production
      of petroleum substances.

    


    
      	
              11.

            	
              OPERATOR

            


    

    


    Montello
      is hereby appointed the initial Operator under the Operating Procedure to
      conduct operations on the joint lands for the parties and Montello hereby
      accepts such appointment.

    


    
      	
              12.

            	
              ALLOCATION
                OF INCENTIVES, GRANTS AND
                CREDITS

            


    

    


    All
      incentives, grants and credits allowable under the applicable regulations which
      incentives or grants or credits are generated by operations conducted on the
      joint lands pursuant to this Agreement shall be allocated among the parties
      in
      accordance with their respective percentage of participation in such
      operation.

    


    
      	
              13.

            	
              PLANT
                PARTICIPATION

            


    

    


    Other
      than a production facility proposed pursuant to Clause 1021 of the Operating
      Procedure, if at any time during the term of this Agreement a party (hereinafter
      referred to as the "proposing party") wishes to construct or participate in
      the
      construction of any plant, battery or other facility, including pipelines,
      for
      the treating, processing or transportation of petroleum substances produced
      pursuant hereto; it shall so notify the other parties in writing giving
      sufficient particulars thereof to enable the other parties to evaluate such
      project and affording to the other parties the opportunity to participate in
      such construction and the ownership in such plant, battery or other facility
      to
      the extent of their shares of production to be treated, processed or transported
      in such facility.

    


    
      	
              14.

            	
              AREA
                OF MUTUAL INTEREST

            


    

    


    All
      of
      the terms and provisions of that certain letter of agreement among the parties
      hereto dated as of April 11, 2008 which established an Area of Mutual Interest
      amongst them shall remain in full force and effect save and except that any
      joint acquisitions made pursuant to the terms thereof shall be made subject
      to
      the Operating Procedure attached hereto rather than the Operating Procedure
      attached to a certain Farmout and Participation Agreement dated March 10,
      2008.

    


    
      	
              15.

            	
              SUPERSESSION

            


    

    


    The
      terms
      of this Agreement express and constitute the entire agreement between the
      parties and no implied covenant or liability of any kind is created or shall
      arise by reason of these presents of anything in this Agreement contained.
      This
      Agreement supersedes and replaces all previous agreements whether written or
      oral, memoranda or correspondence between the parties with respect only to
      the
      subject matter of this Agreement ,in particular, the under noted

    


    (a)
      Farmout and Participation Agreement dated March 10, 2008 among all the parties
      respecting the drilling of the Southeast #1 and Southeast #2 wells.

    (b)
      Farmout and Participation Agreement dated April 11, 2008 among all the parties
      respecting the drilling of the Lavender #1 well.


    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    


    
      	 	
              (c)
                Farmout Agreement dated March 6, 2006 between Montello and Austin
                respecting the drilling of the Bowen #2
                well.

            


    

    
      	 	
              (d)
                Participation Agreement dated August 8, 2007 between Montello and
                Park
                Place (originally Great Northern Oilsands Inc.) respecting the drilling
                of
                the Bowen #2 well.

            


    

    


    
      	 	
              Notwithstanding
                such superseding and replacement as detailed above, nothing shall
                be
                construed so as to release, diminish or discharge any party from
                any debt
                and/or obligation to any other party that arose or accrued under
                some or
                all of those agreements prior to the effective date
                hereof.

            


    

    


    
      	
              16.

            	
              FURTHER
                ASSURANCES

            


    

    


    Each
      of
      the parties hereto shall and will from time to time and at all times hereinafter
      at the request of any party, execute such further assurances of this Agreement
      as are reasonably required to give effect hereto.

    


    
      	
              17.

            	
              PROPER
                LAW

            


    

    


    This
      Agreement and the Operating Procedure attached hereto 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 or the Operating Procedure shall be the courts of the Province
      of
      Alberta.

    


    
      	
              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.

    


    
      	19.	
              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 Act ) arising
      in
      connection with this Agreement 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.

    


    
      	20.	
              CONTROL
                OF WELL INSURANCE

            


    

    


    To
      the
      extent of the respective cost sharing interests the parties agree to be covered
      by Operator’s Control of Well Insurance and Operator agrees to make suitable
      arrangements in that regard. The parties agree to bear and pay for their
      respective shares of such insurance coverage at cost.

    


    
      	21.	
              MISCELLANEOUS

            


    

    


    (a)
      Time
      shall be of the essence in this Agreement.

    


    
      	 	 	
              (b)
                No amendment or variation of the provisions of this Agreement shall
                be
                binding upon any party unless and until it is evidenced in writing
                executed by the parties.

            


    

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    
      	 	 	
              (c)
                The parties shall from time to time and at all times do all such
                further
                acts and execute 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.

            


    

    


    
      	 	 	
              (d)
                This Agreement shall enure to the benefit of and be binding upon
                the
                respective administrators, trustees, receivers, successors and assigns
                of
                the parties. An assignment of interest made by any Party hereto 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.

            


    

    


    
      	 	 	
              (e)
                The terms and conditions of this Agreement express and constitute
                the
                entire agreement among the Parties with respect to the joint lands
                and the
                Title Documents.

            


    

    


    
      	 	 	
              (f)
                This Agreement may be executed in counterpart and all executed
                counterparts taken together shall constitute one
                agreement.

            


    

    


    IN
      WITNESS WHEREOF THE PARTIES
      have
      duly executed this Agreement as of the day and year first above
      written.

    

      
        	
                MONTELLO
                  RESOURCES (USA) LTD.

              	 	
                PARK
                  PLACE ENERGY CORP.

              
	 	 	 
	
                Per:____________________________

              	 	
                Per:__________________________

              
	 	 	 
	
                AUSTIN
                  DEVELOPMENTS CORP.

              	 	
                NEXGEN
                  PETROLEUM CORP.

              
	 	 	 
	
                Per:____________________________

              	 	
                Per:________________________

              


      

    

    


    Counterpart
      execution page to an Equalization and Joint Operating Agreement dated July
      7,
      2008 among Montello Resources (USA) Ltd., Nexgen Petroleum Corp., Austin
      Developments Corp. and Park Place Energy Corp.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      "A"

    


    Attached
      to and made a part of

    Equalization
      and Joint Operating Agreement dated July 7, 2008

    among
      Montello Resources (USA) Ltd., Park Place Energy Corp.,

    Austin
      Developments Corp. and Nexgen Petroleum Corp.


    


    
      	
              title
                documents

            	 	
              joint
                lands

            	 	
              encumbrances

            	 	
              well(s)
                on joint lands

            
	
              A.
                Oil and Gas Lease dated Dec-22-2007 between Southeast Ventures, Inc.,
                as
                lessor and Montello Resources (USA) Ltd., as lessee located in Morgan
                County, Tennessee

            	 	
              All
                PNG within, upon or under the title documents containing 164 acres
                more or
                less

            	 	
              Lessor
                Royalty of 16%

            	 	
              Morgan
                Southpoint #3 (aka Southeast #1) and Morgan Southpoint #4 (aka Southeast
                #2)

            
	
              B.
                Oil and Gas Lease dated Mar-25-2008 between Robert and Kathy Lavender,
                as
                lessors and Montello Resources (USA) Ltd., as lessee located in Morgan
                County, Tennessee

            	 	
              All
                PNG within, upon or under the title documents containing 120 acres
                more or
                less

            	 	
              Lessor
                Royalty of 16%

            	 	
              Morgan
                Southpoint #5 (aka Lavender #1)

            
	
              C.
                Ownership in fee title of lands formerly held by John
                Bowen

            	 	
              All
                PNG, minerals and all surface rights containing 100 acres more or
                less

            	 	
              nil

            	 	
              Bowen
                #1 and Bowen #2

            
	
              D.
                Mortgage held against the Stephen Howard lands which may
                be
                convertible into an interest in a PNG lease

            	 	
              All
                PNG in 50 acres more or less

            	 	
              n/a
                as of the date hereof

            	 	
              Nil

            
	
              E.
                Oil and Gas Lease dated _______ between John Sampley, as lessor and
                Montello Resources (USA) Ltd., as lessee located in Morgan County,
                Tennessee

            	 	
              All
                PNG within, upon or under the title documents containing 158 acres
                more or
                less

            	 	
              Lessor
                Royalty of 12.5%

            	 	
              Nil

            
	
              F.
                Oil and Gas Lease dated _______ between Len Slack, as lessor and
                Montello
                Resources (USA) Ltd., as lessee located in Morgan County,
                Tennessee

            	 	
              All
                PNG within, upon or under the title documents containing 253 acres
                more or
                less

            	 	
              Lessor
                Royalty of 16%

            	 	
              Nil

            
	
              G.
                Oil and Gas Lease dated _______ between Elmer Howard, as lessor and
                Montello Resources (USA) Ltd., as lessee located in Morgan County,
                Tennessee

            	 	
              All
                PNG within, upon or under the title documents containing 459 acres
                more or
                less

            	 	
              Lessor
                Royalty of 12.5%

            	 	
              Nil