ex10_1.htm


    
      

    

    Exhibit
10.1

    LEEXUS
OIL L.L.C.

    PARTICIPATION
AGREEMENT

    


    
      
        	
                NAME & ADDRESS OF
      PARTICIPANT

              	 
      	
                TEL/FAX
      NUMBER

              
	 
      	 
      	 
      
	
                Entheos
      Technologies, Inc.

              	 
      	
                (403)
      444-6418

              
	
                Bankers
      Hall West Tower

              	 
      	
                (403)
      444-6699

              
	
                Suite
      1000, 888 Third Street SW

              	 
      	 
      
	
                Calgary,
      AB T2P 5C5

              	 
      	 
      
	 
      	 
      	 
      


      

    

    


    
      	
            	
              RE:

            	
              Stahl
      #1 Well

            


    

    FAYETTE
COUNTY, TEXAS

    


    Dear
Sir:

    


    This will
confirm the agreement made and entered into this   9th
 , day, of September, 2008, by
and between the undersigned, LEEXUS OIL L.L.C., hereinafter called (“LEEXUS
OIL”), and you, hereinafter called (“PARTICIPANT (Non-Operator”), relating to
the captioned wells and respective oil and gas leases, hereinafter called
(“WELLS”).

    


    LEEXUS
OIL represents that it is a working interest owner in the WELLS, situated in LEE
County, Texas, and more specifically described on Exhibit “A” attached hereto
and by this reference made a part hereof.

    


    PARTICIPANT
(NON-OPERATOR) desires to purchase from LEEXUS OIL a percentage working interest
in and to the WELLS as subscribed herein.

    


    That for
and in consideration of the mutual covenants herein contained, LEEXUS OIL and
PARTICIPANT (NON-OPERATOR) do hereby covenant and agree as follows:

    


    
      	
               
      

            	
              1.

            	
              INTEREST:
      PARTICIPANT (NON-OPERATOR) WILL DESIGNATE THE PERCENTAGE WORKING INTEREST
      BELOW THAT THEY ARE ACQUIRING IN AND TO THE
  WELLS.

            


    

    


    
      	
               
      

            	
              2.

            	
              PAYMENT: Upon
      acceptance of this agreement by PARTICIPANT, PARTICIPANT (NON-OPERATOR)
      will remit payment representing consideration for the interest being
      acquired by PARTICIPANT (NON-OPERATOR) to LEEXUS OIL in the AFE pro-rata
      amount of $27,000.00 plus a prospect fee of $7,000.00 for a total amount
      of $34,000.00.

            


    

    


    
      	
               
      

            	
              3.

            	
              ASSIGNMENT:
      Upon receipt of payment from PARTICIPANT (NON-OPERATOR) for the interest
      being acquired herein, LEEXUS OIL will execute an ASSIGNMENT AND BILL OF
      SALE conveying said interest to PARTICIPANT.  It is understood
      and agreed by all parties hereto that the interests to be assigned in and
      to the WELLS shall be made on an “as-is, where-is” basis and LEEXUS OIL
      expressly disclaims any warranty of any kind.  LEEXUS OIL will
      provide PARTICIPANT (NON-OPERATOR) a copy of the ASSIGNMENT AND BILL OF
      SALE for their review and consideration upon LEEXUS OIL prior to execution
      of this Letter Agreement.  Acceptance and execution of this
      Letter Agreement by PARTICIPANT (NON-OPERATOR) shall be deemed acceptance
      of the previously referenced ASSIGNMENT AND BILL OF SALE
    form.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.

            	
              JOINT OPERATING
      AGREEMENT: LEEXUS OIL and PARTICIPANT (NON-OPERATOR) agree to add,
      amend, ratify the current Master Joint Operating Agreement (“Master JOA”)
      with COPAS Joint Accounting Procedure, originally signed and dated
      September 9, 2008, and contemporaneously herewith, designating LEEXUS OIL
      L.L.C. as Operator of the WELLS.  PARTICIPANT (NON-OPERATOR)
      will be responsible and liable for paying their proportionate share of any
      and all monthly operating costs, rework costs or any and all other costs
      as may be incurred as a result of conducting operations in accordance with
      the Master JOA as of the effective date and thereafter.  In the
      event of any conflict between the provisions of the Joint Operating and
      this Letter Agreement, both parties agree the terms of this Letter
      Agreement shall control.

            


    

    


    
      	
               
      

            	
              5.

            	
              SECURITIES
      DISCLAIMER: THE PARTIES UNDERSTAND AND AGREE THAT THE PROPOSED
      VENTURE IS A HIGHLY SPECULATIVE ONE AND THAT NO REPRESENTATIONS ARE MADE
      TO PARTICIPANT(S) AS TO THE SUCCESS OF THE VENTURE OR FINANCIAL GAIN.
      PARTICIPANT (NON-OPERATOR) REPRESENTS AND WARRANTS THAT THEY ARE A
      SOPHISTICATED OIL AND GAS INVESTOR.  THE PARTIES AGREE AND
      UNDERSTAND THIS IS NOT A REGISTERED SECURITIES
      AGREEMENT.

            


    

    


    
      	
               
      

            	
              6.

            	
              TAX STATUS: It
      is understood that LEEXUS OIL and PARTICIPANT (NON-OPERATOR) are not
      partners and each of them elects, under the authority of Section 761(a) of
      the Internal Revenue Code of 1954, to be excluded from the application of
      all the provisions of Subchapter K of Chapter 1 of Subtitle A
      thereof.

            


    

    


    
      	
               
      

            	
              7.

            	
              ENTIRE
      AGREEMENT: This Participation Agreement, the Master JOA, and the
      COPAS Joint Accounting Procedure hereby incorporated by reference,
      constitute the entire agreement by and between LEEXUS OIL and PARTICIPANT
      (NON-OPERATOR) and may not be altered or amended except in writing signed
      by both parties.

            


    

    


    
      	
               
      

            	
              8.

            	
              GOVERNING LAW:
      This Agreement shall be governed by the laws of the State of
      Texas.

            


    

    


    
      	
               
      

            	
              9.

            	
              WARRANTY
      DISCLAIMER: LEEXUS OIL makes no warranty of title, express or
      implied, with respect to the WELLS or any leasehold or other right(s)
      acquired hereunder.  PARTICIPANT’S interest in and to the WELLS
      will be acquired on an “as-is, where-is”
basis.

            


    

    


    If the
terms and provisions of this agreement are in accordance with your
understanding, please signify your approval by executing and returning both
copies of this agreement with your check, and we will execute and return one
copy to you.

    


    I have
read and fully understand this agreement, acknowledge this agreement is not a
registered security, and AGREE TO, ACCEPT AND APPROVE this agreement this __________ day of
September 2008.

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      
        	
                EFFECTIVE
      DATE OF

              	 
      	
                8/8THS
      WORKING

              	 
      	
                NET
      REVENUE

              
	
                ASSIGNMENT
      AND BILL OF SALE:

              	 
      	
                INTEREST:

              	 
      	
                INTEREST:

              
	 
      	 
      	 
      	 
      	 
      
	
                September
      9, 2008

              	 
      	
                20%

              	 
      	
                15%

              
	 
      	 
      	
                75%
      - Net Revenue Basis

              


      

    

    


     

    ENTHEOS
TECHNOLOGIES, INC.

    


    


    
      
        
          
            
              	
                      /s/
      Jeet Sidhu

                    	 
      	 
      	
                      /s/
      Derek Cooper

                    
	
                      WITNESS:

                    	 
      	
                      By:

                    	
                      Derek
      Cooper,
President

                    


            

          

        

      

    

    


    


    Social
Security Number or tax Identification Number: 98-0170247

    


    


    LEEXUS
OIL L.L.C.

    


    


    
      
        
          	
                  /s/
      Christine Jenkins

                	 
      	 
      	
                  /s/ Mark Jaehne

                
	
                  WITNESS:

                	 
      	
                  By:

                	
                  Mark
      Jaehne, Gen. Partner

                


        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    Exhibit
"A"

    


    Attached
hereto and made a part of that certain Participation Agreement with LEEXUS
OIL/Mark Jaehne

    


    FORM
P-12

    Certificate
of Pooling Authority

    


    PLAT

    20
acre plat