ex10_1.htm


    
      

    

    Exhibit
10.1

    
Farm-in
Letter Agreement

    (“Agreement”)

    


    Between:

    


    Unitech
Energy Resources Inc.

    An
Alberta, Canada corporation

    (“URX”)

    


    -and-

    


    BCO
Hydrocarbon Ltd.

    A
Nevada corporation

    (“BCO”)

    


    (hereinafter
collectively referred to as the “Parties”)

    


    Whereas
the Parties wish to form a business relationship that contemplates
the  exploration for, and production of, hydrocarbons from Petroleum
and Natural Gas Agreement Numbers 0050505090500 and 0050506060517  (collectively the
“Lease”), which Lease is owned by URX and comprises approximately 640 acres
of petroleum and natural gas exploitation rights from the surface to the base of
the Belly River formation, and which Lease is located in central
Alberta, Canada, at section 30, Township 57, Range 8, W5 which is approximately
70 miles northwest of Edmonton, Alberta in the area known as “Paddle River”, the
Parties hereby agree as follows:

    


    
      	
            	
              a)

            	
              The
      Farm-in agreement will include the formations held under the Lease from
      surface to the base of the Belly River
  formation.

            


    

    
      	
            	
              b)

            	
              BCO
      will farm-in on the Lease on the basis of a 100% capital interest for a
      50% working interest. For clarity, BCO will pay 100% of all costs
      associated with all seismic activity, drilling, completing, and testing
      and thereafter both Parties will pay their respective 50% of any
      go-forward costs;

            


    

    
      	
            	
              c)

            	
              There
      is no payout account;

            


    

    
      	
            	
              d)

            	
              BCO
      will pay to URX, US$5,000 upon the signing of this Agreement and a further
      US$5,000 upon the closing of BCO financing as contemplated by the filing
      of a registration statement with the US S.E.C.. If BCO does not pay the
      required $5,000, within 30 days of the closing of the financing as
      contemplated above in this clause, BCO will lose all rights to the Lease
      and will not be entitled to any refund of the initial $5,000
      paid;

            


    

    
      	
            	
              e)

            	
              Upon
      the initial signing payment set out in item (d) above being made, URX will
      provide BCO with all of URX’s geological working papers with regard to the
      Lease. These working papers will remain the property of URX and they are
      provided to BCO for the sole purpose of assisting BCO with its exploration
      activities on the Lease;

            


    

    
      	
               
      

            	
              f)

            	
              BCO
      will control the timing of all activities related to the Lease;
      and

            


    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
            	
              g)

            	
              Upon
      paying the $10,000 referred to in clause “d” above, BCO acquires the right
      to operate, or appoint an operator for, the Lease. The Parties further
      agree that once the $10,000 is paid, they will enter into a standard
      farm-in and operating agreement based on
CAPL.

            


    

    


    Other
Agreements and Acknowledgments:

    


    
      	
               
      

            	
              1.

            	
              URX
      confirms that it purchased the Lease at an Alberta Government auction on
      September 21, 2005 for the sum of Cdn$94,703.00 (0050505090500) and Cdn$
      $18,671 (0050506060517) (Total $113,374) and that the Lease will expire on
      September 22, 2010 (0050505090500) and June 15, 2011
      (0050506060517) unless continued pursuant to the rules and
      regulations of the Government of
Alberta.

            


    

    


    
      	
               
      

            	
              2.

            	
              The
      Parties agree that this Agreement will expire on January 1, 2010 unless a
      minimum of $25,000 is expended on the Lease prior to January 1,
      2010.

            


    

    


    
      	
               
      

            	
              3.

            	
              This
      agreement will be governed by the laws of Alberta,
  Canada.

            


    

    


    


    Signed
and agreed to in Calgary, Alberta, this 29th. day of
August, 2008

    


    


    BCO
Hydrocarbon Ltd.

    per:

    “signed”

    Malcolm
Albery

    President

    


    Unitech
Energy Resources Inc.

    per:

    “signed”

    Steve
Price

    President