SHARE EXCHANGE AND

                              ACQUISITION AGREEMENT

                                   DATED AS OF

                                  July 27, 2011

                                  BY AND among

                            GARNER INVESTMENTS, inc.

                                       AND

                        SOUTH UINTAH GAS PROPERTIES, INC.

                                       AND

                                ITS SHAREHOLDERS


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                              ACQUISITION AGREEMENT

     This AGREEMENT,  dated as of July 27, 2011 (the "Agreement"),  by and among
Garner Investments,  Inc., a Wyoming  Corporation,  ("GI"), and South Uintah Gas
Properties,  Inc. a Colorado  corporation  ("Acquiree")  and the shareholders of
Acquiree ("Shareholders" as listed on Exhibit A hereto).

         WHEREAS, the Board of Directors of GI and Acquiree,  respectively, have
each  approved,  as being in the best  interest of the  respective  entities and
their  stockholders,  the  Acquisition of Acquiree by GI, in accordance with the
applicable provisions of the Wyoming Business Corporation Laws;

         WHEREAS,   GI,   Shareholders  and  Acquiree  desire  to  make  certain
representations,  warranties,  covenants and  agreements in connection  with the
Acquisition and also to prescribe various conditions to the Exchange; and

         WHEREAS,   this   Agreement  is  intended  to  accomplish  a  tax  free
acquisition  pursuant  to Section  368 or 351 of the  Internal  Revenue  Code as
applicable for benefit of Acquiree shareholders.

         WHEREAS,  this  Agreement  is  intended to set for the terms upon which
Acquiree will be acquired by GI from Shareholders.

         NOW,  THEREFORE,  in  consideration of the foregoing and the respective
representations,  warranties, covenants and agreements set forth herein, and for
other good and  valuable  consideration  the receipt  and  adequacy of which are
hereby  acknowledged,  and intending to be legally bound hereby,  the parties do
hereby agree as follows:



<PAGE>





                                    ARTICLE I
                                THE CONSIDERATION

SECTION 1.01      Consideration; Effective Time

         The Acquisition  shall become  effective upon the delivery of the stock
certificates  in  Acquiree  duly  executed   representing   100%  of  Acquiree's
outstanding  shares of common and preferred stock and certain Notes and delivery
of the following consideration:

     a)   8,000,000  shares of  restricted  common  stock of GI, shall be issued
          pursuant  hereto to Acquiree's  shareholders  pro rata in exchange for
          100% of Acquiree's  outstanding  common stock and certain  warrants as
          set forth on Schedule 1.01 (a) and shares each of restricted Series A,
          B, and C  Preferred  stock of GI shall be issued on a when  authorized
          basis pursuant hereto as equivalent to Acquiree's Preferred Stock with
          Identical Rights and Privileges as shown on Schedule 1.01(a).

     b)   Convertible Promissory Notes in the aggregate amounts of $1,000,000 to
          replace certain notes of South Uintah Gas Properties,  Inc. as further
          described on Schedule 1.01(b) hereto.

     c)   Promissory Notes in the amount of $350,000 as described on 1.01(c).

SECTION 1.02      The Acquisition.

         At the  Effective  Time  and by  virtue  of  the  Exchange,  all of the
outstanding  Acquiree common and preferred  shares shall be conveyed to GI which
shall be the sole owning entity of the outstanding  and preferred  common shares
of stock of Acquiree,  and the Notes shall be issued by GI in  substitution  for
the Notes of the Acquiree.

SECTION 1.03      Conversion of Securities.

         As of  the  Effective  Time,  by  virtue  of the  Exchange:  All of the
outstanding  common and  preferred  shares,  warrants and all other  convertible
notes or other Notes of  Acquiree  that are issued and  outstanding  immediately
prior to the  Effective  Time,  shall be deemed  exchanged  for  common  shares,
substitute notes,  preferred shares, and warrants (on a when issued basis) of GI
pursuant to the Schedule 1.03. All such common and preferred  shares,  warrants,
and Notes of Acquiree  shall be conveyed to GI, and each holder of a certificate
representing such shares,  notes or warrants shall cease to have any rights with
respect  thereto,  except the right to receive  the number of GI Common  Shares,
Warrants to Purchase common shares,  and Preferred  Series A, B, and C Stock and
Convertible  Notes and other Notes to be issued in  consideration  therefore  in
accordance with Section 1.04.



<PAGE>





SECTION 1.04      Exchange Procedures.

(a) As soon as practicable  after the execution hereof, GI shall provide to each
Acquiree  shareholder  a letter  of  transmittal  and  Exchange  Agreement  with
representations for execution by shareholder,  warrantholder,  or noteholder and
instructions  for use in effecting  the surrender of  certificates  representing
shares or Notes of Acquiree outstanding  immediately prior to the Effective Time
(the  "Certificates")  in appropriate and customary form with such provisions as
the board of directors of GI after the Exchange  may  reasonably  specify.  Upon
surrender of a Certificate or Note for  cancellation  to GI,  together with such
letter  of  transmittal,   duly  and  properly  executed,  the  holder  of  such
Certificate  or Note  shall be  entitled  to  receive in  exchange  therefore  a
certificate  representing  an equal  number  of  shares  of GI  Common  Stock or
Preferred Stock as represented Acquiree's shares represented by the certificate,
and the  Certificates  so surrendered  shall be canceled.  Until  surrendered as
contemplated  by this Section 1.04,  each  Certificate  shall,  at and after the
Effective Time, be deemed to represent only the right to receive, upon surrender
of such  Certificate,  GI  Common or  Preferred  Stock as  contemplated  by this
Section 1.04,  together with any  dividends and other  distributions  payable as
provided in Section 1.05 hereof,  and the holders  thereof  shall have no rights
whatsoever as  stockholders of GI. Shares of GI Common or Preferred Stock issued
in the  Exchange  shall be issued,  and be deemed to be  outstanding,  as of the
Effective  Time. GI shall cause all such shares of GI Common or Preferred  Stock
issued pursuant to the Exchange to be duly  authorized,  validly  issued,  fully
paid and non-assessable and not subject to preemptive rights.

         Notes  or  Convertible  Notes  of  Acquiree  shall  be  exchanged  upon
surrender for identical Notes containing the same terms,  rights, and privileges
of GI.

(b) If any certificate representing shares of GI Common or Preferred Stock is to
be issued in a name  other  than that in which the  Certificate  surrendered  in
exchange therefore is registered,  it shall be a condition of such exchange that
the  Certificate  so  surrendered  shall be properly  endorsed and  otherwise in
proper form for transfer and that the person  requesting such exchange shall pay
any transfer or other taxes  required by reason of the issuance of  certificates
for such shares of GI Common or Preferred Stock in a name other than that of the
registered holder of the Certificate so surrendered.

(c)  Warrants  as shown on Schedule  1.01(c).  Warrants of GI shall be issued in
exchange and replacement for the Warrants of Acquiree.  Such Warrants containing
identical terms and conditions as Acquiree.



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SECTION 1.05.     Dividends and Distributions.

         No dividends or other distributions declared or made with respect to GI
Common Stock with a record date on or after the Effective  Time shall be paid to
the  holder of a  Certificate  entitled  by reason of the  Exchange  to  receive
certificates  representing  GI Common  Stock until such holder  surrenders  such
Certificate as provided in Section 1.05 hereof. Upon such surrender, there shall
be paid by GI to the person in whose name certificates representing shares of GI
Common Stock shall be issued  pursuant to the terms of this Article I (i) at the
time of the surrender of such Certificate, the amount of any dividends and other
distributions  theretofore  paid with  respect to that number of whole shares of
such GI Common Stock represented by such surrendered Certificate pursuant to the
terms of this  Article I, which  dividends or other  distributions  had a record
date on or after the Effective  Time and a payment date prior to such  surrender
and (ii) at the  appropriate  payment  date,  the amount of dividends  and other
distributions  payable  with respect to that number of whole shares of GI Common
Stock represented by such surrendered  Certificate pursuant to the terms of this
Article I, which dividends or other distributions have a record date on or after
the Effective Time and a payment date subsequent to such surrender.

                                   ARTICLE II
                                   THE CLOSING

SECTION 2.01      Closing.

         Unless this Agreement shall have been  terminated and the  transactions
herein  contemplated  shall have been  abandoned  pursuant to Article VIII,  and
subject to the satisfaction or waiver of the conditions set forth in Article VI,
the  closing  of the  Acquisition  (the  "Closing")  shall take place as soon as
reasonably  practicable  (but in no event on written notice of less than two (2)
business  days)  after  all  of the  conditions  set  forth  in  Article  VI are
satisfied,  but no later  than  August  31,  2011 or,  to the  extent  permitted
thereunder,  waived, or extended, at the offices of Michael A. Littman,  located
at 7609 Ralston Road, Arvada, CO 80002 or at such other time and place as may be
agreed to in writing  by the  parties  hereto  (the date of such  Closing  being
referred to herein as the "Closing Date").

                                  ARTICLE III
                      REPRESENTATIONS AND WARRANTIES OF GI

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule  delivered by GI to Sellers  prior to the  execution of this  Agreement
(the "GI  Disclosure  Schedule"),  GI  represents  and  warrants  to  Sellers as
follows:



<PAGE>





SECTION 3.01      Organization of GI; Authority.

         GI is an Entity duly organized,  validly  existing and in good standing
under the laws of the State of Wyoming. GI has all requisite corporate power and
corporate  authority  to enter into the  transaction  documents to which it is a
party, to consummate the transactions  contemplated  hereby and thereby, to own,
lease and operate its  properties  and to conduct its  business.  Subject to the
receipt  of its  board of  director's  approval,  the  execution,  delivery  and
performance  by GI of the  Transaction  Documents to which it is a party and the
consummation of the transactions  contemplated hereby and thereby have been duly
authorized  by all  necessary  corporate  action  on the part of GI,  including,
without  limitation,  the  approval  of  the  board  of  directors  of  GI.  The
Transaction  Documents  have been duly executed and delivered by each of GI and,
assuming  that  the  Transaction   Documents  constitute  a  valid  and  binding
obligation  of the  other  parties  thereto,  constitute  a  valid  and  binding
obligation of GI,  enforceable  against GI in accordance  with its terms. GI has
heretofore  delivered or made available to Acquiree  complete and correct copies
of the  certificate  of  incorporation  and by-laws of GI, the minute  books and
stock transfer records of GI, as in effect as of the date of this Agreement.  GI
is not in violation of its organizational documents.

SECTION 3.02      Capitalization.

          The authorized capital stock of GI consists of 50,000,000 shares of GI
Common  Stock,  and  no  Preferred  Stock,  of  which  4,280,000  common  Shares
(approximately) are outstanding on the date hereof. No other shares of any other
class or series of GI Common  Stock or Preferred or  securities  exercisable  or
convertible  into  or  exchangeable  for  GI  Common  Stock  ("GI  Common  Stock
Equivalents") are authorized,  issued or outstanding.  The outstanding shares of
GI Common Stock have been duly  authorized and validly issued and are fully paid
and  non-assessable and were not issued in violation of, and are not subject to,
any preemptive,  subscription or similar rights. To GI's knowledge,  none of the
outstanding  shares of GI  Common  Stock was  issued  in  violation  of any Law,
including  without  limitation,  federal and state securities laws. There are no
outstanding  warrants,  options,   subscriptions,   calls,  rights,  agreements,
convertible or  exchangeable  securities or other  commitments  or  arrangements
relating to the issuance,  sale,  purchase,  return or redemption,  and, to GI's
knowledge,  voting or transfer of any shares,  whether issued or unissued, of GI
Common  Stock,  GI Common Stock  Equivalents  or other  securities of GI. On the
Closing  Date,  the shares of GI Common or  Preferred  Stock for which shares of
Sellers  Common  Stock  shall be issued in the  Acquisition  will have been duly
authorized  and, when issued and delivered in  accordance  with this  Agreement,
such shares of GI Common or Preferred Stock will be validly  issued,  fully paid
and non-assessable.



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SECTION 3.03      No Violation; Consents and Approvals.

         The execution and delivery by GI of the transaction documents does not,
and the  consummation of the  transactions  contemplated  hereby and thereby and
compliance  with the terms hereof and thereof will not,  conflict with or result
in any violation of or default (or an event which,  with notice or lapse of time
or both,  would  constitute a default)  under,  (a) the terms and  conditions or
provisions  of the  certificate  of  incorporation  or by-laws of GI (b) any Law
applicable  to GI or the property or assets of GI, or (c) give rise to any right
of termination, cancellation or acceleration under, or result in the creation of
any lien upon any of the  properties  of GI under any  contract to which GI is a
party or by which GI or any  assets of GI may be bound,  except,  in the case of
clauses (b) and (c), for such  conflicts,  violations or defaults  which are set
forth in Section 3.04 of the GI  Disclosure  Schedule and as to which  requisite
waivers  or  consents  will have been  obtained  prior to the  Closing or which,
individually  or in the aggregate,  would not have a material  adverse effect on
GI. No  Governmental  Approval  is  required  to be  obtained or made by or with
respect to GI in connection with the execution and delivery of this Agreement or
the consummation by GI of the transactions contemplated hereby.

SECTION 3.04      Litigation; Compliance with Laws.

(a) There are: (i) no claims,  actions,  suits,  investigations  or  proceedings
pending or, to the knowledge of GI, threatened against, relating to or affecting
GI, the business, the assets, or any employee,  officer, director,  stockholder,
or independent  contractor of GI in their capacities as such, and (ii) no orders
of any Governmental  Entity or arbitrator  outstanding against GI, the business,
the assets,  or any employee,  officer,  director,  stockholder,  or independent
contractor  of GI in their  capacities as such, or that could prevent or enjoin,
or delay in any respect, consummation of the transactions contemplated hereby.

(b) GI has complied and is in compliance in all material  respects with all laws
applicable  to GI, its business or its assets.  Neither GI has  received  notice
from any  Governmental  Entity or other Person of any material  violation of law
applicable to GI, its business or assets. GI has obtained and holds all required
Licenses  (all of which  are in full  force  and  effect)  from  all  Government
Entities  applicable to GI, its business or their assets.  No violations  are or
have been  recorded in respect of any such license and no proceeding is pending,
or, to the knowledge of GI, threatened to revoke or limit any such License.

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF Acquiree

         Except  as  set  forth  in the  applicable  section  of the  disclosure
schedule  delivered by Acquiree to GI prior to the  execution of this  Agreement
(the "Acquiree Disclosure Schedule"),  Acquiree represents and warrants to GI as
follows:



<PAGE>





SECTION 4.01      Organization of Acquiree; Authority.

         Acquiree is a corporation duly organized,  validly existing and in good
standing under the laws of the State of Colorado and has all requisite corporate
power and  corporate  authority  to enter  into the  Transaction  Documents,  to
consummate the transactions  contemplated  hereby and thereby, to own, lease and
operate its  properties  and to conduct its business.  Subject to the receipt of
shares  holder  approval  by  Acquiree  holders,  the  execution,  delivery  and
performance by Acquiree of the Transaction Documents and the consummation of the
transactions  contemplated  hereby and thereby have been duly  authorized by all
necessary  corporate  action  on  the  part  of  Acquiree,   including,  without
limitation,  the approval of the board of directors of Acquiree. The Transaction
Documents  have been duly executed and delivered by Acquiree and,  assuming that
the  Transaction  Documents  constitute  a valid and binding  obligation  of GI,
constitute  a  valid  and  binding  obligation  of  Acquiree.  Acquiree  is duly
qualified  or  licensed  to do  business  as a  foreign  Entity  and are in good
standing in each jurisdiction in which the property owned, leased or operated by
it or the  nature  of the  business  conducted  by it makes  such  qualification
necessary,  except  where the  failure to obtain such  qualification  or license
would not,  individually or in the aggregate,  have a Acquiree  Material Adverse
Effect on  Acquiree.  Acquiree has  herewith  delivered or made  available to GI
complete and correct copies of the articles of organization  and conversion to a
corporation and by-laws of Acquiree, the minute books and stock transfer records
of Acquiree,  as in effect as of the date of this Agreement.  Acquiree is not in
violation of its organizational documents.

SECTION 4.02      Capitalization.

         (a) The authorized and  outstanding  shares of Acquiree are 100,000,000
common  shares  and  25,000,000  preferred  shares of which  common  shares  and
preferred  shares as shown on Schedule  4.02(a) are  outstanding  are issued and
outstanding  (the  "Acquiree  shares").  All of the  outstanding  shares  of the
Acquiree  are  validly  issued,  fully paid and  non-assessable.  To  Acquiree's
knowledge,  none of the  outstanding  shares of Acquiree or other  securities of
Acquiree  was issued in  violation of any Law,  including,  without  limitation,
state and federal  securities laws. There are no Liens on or with respect to any
outstanding shares of Acquiree.

         (b)  Except  as shown in  Section  4.02  (a) of  Acquiree's  disclosure
schedule.  There  are  no  outstanding:   (i)  securities  convertible  into  or
exchangeable  for Acquiree  shares;  (ii)  options,  warrants or other rights to
purchase or subscribe  for Acquiree  shares;  or (iii)  contracts,  commitments,
agreements,  understandings or arrangements of any kind relating to the issuance
of any Acquiree shares,  any such convertible or exchangeable  securities or any
such options, warrants or rights. There is no outstanding right, option or other
agreement of any kind to purchase or otherwise to receive from Acquiree,  or any
stockholder  of Acquiree,  any  ownership  shares in  Acquiree,  and there is no
outstanding  right or  security  of any kind  convertible  into  such  ownership
shares. To Acquiree's  knowledge,  there are no voting trusts,  proxies or other
similar  agreements  or  understandings  with respect to the shares of Acquiree.
There are no  obligations,  contingent or otherwise,  of Acquiree to repurchase,
redeem or  otherwise  acquire any shares of  Acquiree or to provide  funds to or
make any investment (in the form of a loan,  capital  contribution or otherwise)
in any other Person.  There are no accrued and unpaid  dividends with respect to
any outstanding shares of Acquiree.



<PAGE>





SECTION 4.03      No Violation; Consents and Approvals.

         The  execution  and delivery by Acquiree of the  Transaction  Documents
does not,  and the  consummation  of the  transactions  contemplated  hereby and
thereby and compliance with the terms hereof and thereof will not conflict with,
or result in any  violation  of or default  (or an event  which,  with notice or
lapse of time or both,  would  constitute  a default)  under,  (a) the terms and
conditions  or  provisions  of the  articles  of  incorporation  or  by-laws  of
Acquiree,  (b) any Laws  applicable  to  Acquiree  or the  property or assets of
Acquiree,  or (c)  give  rise  to any  right  of  termination,  cancellation  or
acceleration  under,  or  result  in the  creation  of any Lien  upon any of the
properties of Acquiree  under,  any Contracts to which Acquiree is a party or by
which Acquiree or any of its assets may be bound, except, in the case of clauses
(b) and (c), for such  conflicts,  violations or defaults as to which  requisite
waivers  or  consents  will have been  obtained  prior to the  Closing or which,
individually or in the aggregate,  would not have an Acquiree  Material  Adverse
Effect.  No Governmental  Approval is required to be obtained or made by or with
respect to Acquiree or any Acquiree  Subsidiary in connection with the execution
and  delivery  of  this  Agreement  or  the  consummation  by  Acquiree  of  the
transactions  contemplated  hereby,  except  where the  failure  to obtain  such
Governmental  Approval  would  not,  individually  or in the  aggregate,  have a
Material Adverse Effect on Acquiree.

SECTION 4.04      Litigation; Compliance with Laws.

         (a) Except as would not have a  Material  Adverse  Effect on  Acquiree,
there are: (i) no claims, actions, suits,  investigations or proceedings pending
or, to the knowledge of Acquiree,  threatened against,  relating to or affecting
Acquiree,  its  business,  its  assets,  or  any  employee,  officer,  director,
stockholder,  or independent contractor of Acquiree in their capacities as such,
and (ii) no orders of any  Governmental  Entity or  arbitrator  are  outstanding
against Acquiree, its business, its assets, or any employee,  officer, director,
stockholder,  or independent contractor of Acquiree in their capacities as such,
or that could prevent or enjoin,  or delay in any respect,  consummation  of the
transactions  contemplated  hereby.  Section  4.04  of the  Acquiree  Disclosure
Schedule includes a description of all claims, actions, suits, investigations or
proceedings  involving  Acquiree,  its  business,  its assets,  or any employee,
officer,  director,  stockholder or independent  contractor of Acquiree in their
capacities as such.

         (b)  Except  as would not have an  Acquiree  Material  Adverse  Effect,
Acquiree has complied and is in  compliance  in all material  respects  with all
Laws  applicable  to  Acquiree,  its  business or its assets.  Acquiree  has not
received  notice from any  Governmental  Entity or other  Person of any material
violation  of Law  applicable  to it, its  business or its assets.  Acquiree has
obtained  and holds all  required  Licenses  (all of which are in full force and
effect)  from all  Government  Entities  applicable  to it, its  business or its
assets.  No violations  are or have been recorded in respect of any such License
and no  proceeding is pending,  or, to the  knowledge of Acquiree  threatened to
revoke or limit any such License.



<PAGE>





SECTION 4.05      Financial Statements.

         Acquiree  shall  have  provided,  prior to closing  hereunder,  audited
financial  statements in accordance with GAAP accounting  consistently  applied,
complete and true and accurate in all respects,  disclosing all liabilities, and
assets of Acquiree and shall provide all books and records necessary to complete
all filings in accordance with SEC Rules and Regulations.

                                    ARTICLE V
                        COVENANTS RELATING TO CONDUCT OF
                          BUSINESS PENDING THE EXCHANGE

SECTION 5.01      Conduct of the Business Pending the Exchange.

         (a) During the period from the date of this  Agreement  and  continuing
until the Effective Time, GI agrees as to itself and the GI  Subsidiaries,  that
GI shall not, and shall cause the GI Subsidiaries not to, engage in any business
whatsoever  other than in connection with the  consummation of the  transactions
contemplated by this Agreement, and shall use commercially reasonable efforts to
preserve  intact its business and assets,  maintain its assets in good operating
condition and repair  (ordinary wear and tear excepted),  retain the services of
its  officers,   employees  and  independent   contractors  and  use  reasonable
commercial  efforts  to keep in full force and effect  liability  insurance  and
bonds  comparable in amount and scope of coverage to that  currently  maintained
with respect to its business,  unless, in any case,  Acquiree consents otherwise
in writing.

         (b)During  the period from the date of this  Agreement  and  continuing
until the Effective Time,  Acquiree  agrees that,  other than in connection with
the consummation of the transactions  contemplated hereby, it shall carry on its
business only in the ordinary course of business  consistent with past practice,
use commercially  reasonable  efforts to preserve intact its business and assets
and use reasonable commercial efforts to keep in full force and effect liability
insurance and bonds comparable in amount and scope of coverage to that currently
maintained  with  respect to its  business,  unless,  in any case,  GI  consents
otherwise in writing; provided that Acquiree may take any and all of the actions
listed in Schedule  5.01(b) of the  Acquiree  Disclosure  Schedules  at any time
prior  to or  after  the  date of this  Agreement  without  the  consent  of GI.
Additionally,  during the period from the date of this  Agreement and continuing
until the Effective Time,  Acquiree  agrees that,  other than in connection with
the consummation of the transaction contemplated hereby, Acquiree shall carry on
its  business  only in the  ordinary  course of  business  consistent  with past
practice,  use commercially  reasonable  efforts to preserve intact its business
and  assets  and use  reasonable  commercial  efforts  to keep in full force and
effect liability  insurance and bonds comparable in amount and scope of coverage
to that currently maintained with respect to its business,  unless, in any case,
GI consents otherwise in writing; provided that Acquiree may take any and all of
the actions listed in Schedule  5.01(b) of the Acquiree  Disclosure  Schedule at
any time prior to or after the date of this Agreement without the consent of GI.
During the  period  from the date of this  Agreement  and  continuing  until the
Effective  Time,  Acquiree  and GI agrees as to itself and,  with respect to GI,
that  except as  expressly  contemplated  or  permitted  by this  Agreement,  as
disclosed in Section  5.01(c) of the  Acquiree's  Disclosure  Schedule or the GI
Disclosure Schedule, as applicable,  or to the extent that the other party shall
otherwise consent in writing:



<PAGE>





(1) It shall not amend or propose to amend its certificate of  incorporation  or
by-laws or equivalent  organizational  documents  except as contemplated in this
Agreement.

(2) It shall not, nor in the case of GI shall it permit the GI Subsidiaries  to,
issue, deliver, sell, redeem,  acquire,  authorize or propose to issue, deliver,
sell, redeem, acquire or authorize, any shares of its capital stock of any class
or any  securities  convertible  into,  or any  rights,  warrants  or options to
acquire, any such shares or convertible securities or other ownership of equity,
provided  that: (1) GI shall be permitted to issue the shares of GI Common Stock
to be issued to  Acquiree  Stockholders  hereunder,  and (2) each party shall be
permitted to issue shares of its common stock  pursuant to the exercise of stock
options,  warrants and other convertible  securities  outstanding as of the date
hereof and  listed on the  Acquiree  Disclosure  Schedule  or the GI  Disclosure
Schedule, as the case may be:

(3)  It  shall  not,  nor  in the  case  of GI  shall  it  permit  any of the GI
Subsidiaries  to, nor shall it propose to: (i) declare,  set aside,  make or pay
any  dividend  or other  distribution,  payable  in  cash,  stock,  property  or
otherwise,  with respect to any of its capital stock or (ii) except with respect
to the Reverse Stock Split,  reclassify,  combine,  split,  subdivide or redeem,
purchase or otherwise acquire, directly or indirectly, any of its capital stock.

(4) Other than  dispositions in the ordinary course of business  consistent with
past practice  which would not cause a GI Material  Adverse Effect or a Acquiree
Material Adverse Effect (as applicable), individually or in the aggregate, to it
and its subsidiaries, taken as a whole, it shall not, nor shall it permit any of
its subsidiaries to, sell, lease,  encumber or otherwise dispose of, or agree to
sell,  lease (whether such lease is an operating or capital lease),  encumber or
otherwise dispose of its assets.

(5) It shall promptly  advise the other party hereto in writing of any change in
the condition (financial or otherwise),  operations or properties, businesses or
business  prospects of such party or any of its subsidiaries  which would result
in a GI Material Adverse Effect or Acquiree Material Adverse Effect, as the case
may be.

(6) It shall not  permit  to occur,  any (1)  change in  accounting  principles,
methods or  practices,  investment  practices,  claims,  payment and  processing
practices or policies  regarding  intercompany  transactions,  (2) incurrence of
Indebtedness  or any  commitment  to incur  Indebtedness,  any  incurrence  of a
contingent  liability,  Contingent  Obligation  or other  liability of any type,
except for,  with respect to  Acquiree,  other than  obligations  related to the
Exchange of Inventory in the ordinary  course of business  consistent  with past
practices,  (3)  cancellation  of any debt or waiver or release of any contract,
right or claim,  except for cancellations,  waivers and releases in the ordinary
course of business  consistent with its past practice which do not exceed $5,000
in the aggregate,  (4) amendment,  termination or revocation of, or a failure to
perform  obligations  or the  occurrence of any default  under,  any contract or
agreement (including, without limitation, leases) to which it is or, as of April
30, 2011, was a party, other than in the ordinary course of business  consistent
with past practice,  or any License, (5) execution of termination,  severance or
similar  agreements with any of its officers,  directors,  employees,  agents or
independent  contractors  or (6)  entering  into any leases of real  property or
agreement to acquire real property.



<PAGE>





SECTION 5.02      No Action.

         During the period from the date of this Agreement and continuing  until
the Effective Time, Acquiree and GI agrees as to itself and, with respect to GI,
that it shall not, and Acquiree  shall not,  take or agree or commit to take any
action,  (i) that is  reasonably  likely to make any of its  representations  or
warranties  hereunder  inaccurate;  or (ii) that is  prohibited  pursuant to the
provisions of this Article V.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

SECTION 6.01      Access to Information.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination  of this  Agreement,  each party  shall give the other party and its
respective counsel, accountants, representatives and agents, and with respect to
Acquiree it shall  provide to GI with  respect to Acquiree,  full  access,  upon
reasonable  notice  and  during  normal  business  hours,  to such  party's  and
Acquieree's   facilities  and  the  financial,   legal,   accounting  and  other
representatives  of such party and Acquiree  with  knowledge of the business and
the assets of such party and Acquiree  and,  upon  reasonable  notice,  shall be
furnished all relevant documents,  records and other information  concerning the
business,  finances  and  properties  of such  party  and its  subsidiaries  and
Acquiree  that  the  other  party  and  its  respective  counsel,   accountants,
representatives and agents, may reasonably request. No investigation pursuant to
this Section 6.02 shall affect or be deemed to modify any of the representations
or warranties  hereunder or the condition to the  obligations  of the parties to
consummate the Exchange; it being understood that the investigation will be made
for  the  purposes  among  others  of the  board  of  directors  of  each  party
determining in its good faith reasonable  business  judgment the accuracy of the
representations  and  warranties  of  the  other  party.  In  the  event  of the
termination of this  Agreement,  each party, if so requested by the other party,
will return or destroy  promptly every document  furnished to it by or on behalf
of the other party in  connection  with the  transactions  contemplated  hereby,
whether so obtained  before or after the  execution of this  Agreement,  and any
copies thereof  (except for copies of documents  publicly  available)  which may
have been made, and will use reasonable efforts to cause its representatives and
any  representatives of financial  institutions and investors and others to whom
such documents  were furnished  promptly to return or destroy such documents and
any copies thereof any of them may have made. It is hereby  acknowledged  the GI
has filed all of its  financial  reports  with the SEC  which  shall  constitute
delivery of the same to Acquiree.



<PAGE>





SECTION 6.02      No Shop; Exchange Proposals.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination of this  Agreement,  neither  Acquiree nor GI shall,  nor shall they
authorize or permit any of their  respective  officers,  directors or employees,
Acquiree  employees  or any  investment  banker,  financial  advisor,  attorney,
accountant  or other  representative  retained  by it to,  solicit,  initiate or
encourage (including by way of furnishing information), or take any other action
to facilitate, any inquiries or the making of any proposal which constitutes, or
may  reasonably  be expected to lead to, any Takeover  Proposal (as  hereinafter
defined),  or  negotiate  with  respect  to,  agree to or endorse  any  Takeover
Proposal  (except in any case if the board of directors or special  committee of
GI or Acquiree,  as the case may be,  determines  in good faith,  based upon the
written  opinion of its outside legal  counsel,  that the failure to do so would
constitute a breach of the fiduciary  duties of the GI' or  Acquiree's  board of
directors or special  committee,  as the case may be, to its stockholders  under
applicable law).  Acquiree shall promptly advise GI and GI shall promptly advise
Acquiree,  as the case may be,  orally and in writing of any such  inquiries  or
proposals and shall also promptly advise GI or Acquiree,  as the case may be, of
any developments or changes regarding such inquiries or proposals.  Acquiree and
GI shall immediately  cease and cause to be terminated any existing  discussions
or  negotiations  with  any  persons  (other  than  Acquiree  and GI)  conducted
heretofore with respect to any Takeover  Proposal.  Acquiree and GI agree not to
release  (by waiver or  otherwise)  any third party from the  provisions  of any
confidentiality or standstill agreement to which Acquiree or GI is a party.

SECTION 6.03      Legal Conditions to Exchange; Reasonable Efforts.

         Acquiree,  GI shall take all  reasonable  actions  necessary  to comply
promptly with all legal requirements which may be imposed on itself with respect
to the Exchange and will promptly cooperate with and furnish information to each
other in connection with any such  requirements  imposed upon any of them or any
of their Subsidiaries in connection with the Exchange. Acquiree and GI will take
all reasonable  actions  necessary to obtain (and will cooperate with each other
in obtaining) any consent, authorization, order or approval of, or any exemption
by, any Governmental Entity or other public or private third party,  required to
be obtained or made by Acquiree  or GI in  connection  with the  Exchange or the
taking of any action contemplated thereby or by this Agreement.

SECITON 6.04      Certain Filings.

         Each party shall  cooperate with the other in (a)  connection  with the
preparation of an announcement or required filings,  (b) determining whether any
action by or in respect  of, or filing  with,  any  governmental  body,  agency,
official or  authority  is  required,  or any  actions,  consents,  approvals or
waivers are required to be obtained from parties to any material  contracts,  in
connection  with  the  consummation  of the  transactions  contemplated  by this
Agreement  and (c) seeking any such actions,  consents,  approvals or waivers or
making any such filings, furnishing information required in connection therewith
or with  the 8-K and  seeking  timely  to  obtain  any such  actions,  consents,
approvals or waivers. Each party shall consult with the other in connection with
the foregoing and shall use all reasonable  commercial efforts to take any steps
as may be  necessary  in order to obtain  any  consents,  approvals,  permits or
authorizations required in connection with the Exchange.



<PAGE>





SECTION 6.05      Public Announcements and Filings.

         Each party  shall give the other a  reasonable  opportunity  to comment
upon,  and,  unless  disclosure  is  required,  in the  opinion of  counsel,  by
applicable law, approve (which approval shall not be unreasonably withheld), all
press  releases  or other  public  communications  of any sort  relating to this
Agreement or the transactions contemplated hereby.

SECTION 6.06      Tax Matters.

         From  the  date  hereof  until  the  Effective   Time  or  the  earlier
termination of this  Agreement,  without the prior written  consent of the other
party or if required in the opinion of counsel,  neither GI nor Acquiree,  shall
make or change any election, change an annual accounting period, adopt or change
any  accounting  method,  file any amended  Tax  Return,  enter into any closing
agreement,  settle any Tax claim or  assessment  relating to it,  surrender  any
right to claim a refund  of Taxes,  consent  to any  extension  or waiver of the
limitation period  applicable to any Tax claim or assessment  relating to it, or
take any other action relating to the filing of any Tax Return or the payment of
any Tax.

SECTION 6.07      Supplements to Schedules.

         Prior to the Closing,  Acquiree will supplement or amend its disclosure
schedule  with respect to any matter  hereafter  arising  which,  if existing or
occurring  at the date of this  Agreement,  would have been  required  to be set
forth or described in such disclosure schedule. No supplement to or amendment of
the  disclosure  schedule  made pursuant to this Section 6.07 shall be deemed to
cure any breach of any  representation or warranty made in this Agreement unless
the other parties  hereto  specifically  agree thereto in writing.  Prior to the
Closing,  GI may supplement or amend its disclosure schedule with respect to any
matter which, if existing or occurring at the date of this Agreement, would have
been  required to be set forth or  described  in such  disclosure  schedule.  No
supplement  to or amendment of the  disclosure  schedule  made  pursuant to this
Section  6.07  shall be  deemed  to cure any  breach  of any  representation  or
warranty made in this  Agreement  unless the other parties  hereto  specifically
agree thereto in writing.


                                   ARTICLE VII
                           CONDITIONS OF THE EXCHANGE

SECTION 7.01      Conditions to Each Party's Obligation to Effect the Exchange.

         The respective obligations of each party to effect the Exchange and the
other transactions  contemplated  herein shall be subject to the satisfaction at
or prior to the Effective Time of the following conditions,  any or all of which
may be waived, in whole or in part to the extent permitted by applicable law:



<PAGE>





         (a) Shareholder  Approval.  This Agreement shall have been duly adopted
and agreed by the holders of at least 80% of the outstanding  shares of Acquiree
or  convertible  note  interests,  through an  Exchange  Agreement,  Consent and
Representations signed by each shareholder or note-holder of Acquiree.

         (b)  No  Injunctions  or  Restraints.   No  governmental  authority  of
competent  jurisdiction  shall have enacted,  issued,  promulgated,  enforced or
entered any statute,  rule, regulation,  execution order, decree,  injunction or
other order (whether temporary, preliminary or permanent) which is in effect and
which materially restricts,  prevents or prohibits  consummation of the Exchange
or any transaction contemplated by this Agreement;  provided,  however, that the
parties shall use their reasonable  commercial efforts to cause any such decree,
judgment, injunction or other order to be vacated or lifted.

SECTION 7.02      Additional Conditions of Obligations of GI.

         The obligations of GI to effect the Exchange and the other transactions
contemplated by this Agreement are also subject to the  satisfaction at or prior
to the Closing Date of the following additional conditions unless waived by GI:

         (a) Representations and Warranties.  The representations and warranties
of  Acquiree  set  forth in this  Agreement  shall be true  and  correct  in all
material respects (except for those  representations and warranties qualified by
materiality,  which shall be true and correct in all respects) as of the date of
this  Agreement  and as of the  Closing  Date  as  though  made on and as of the
Closing Date, except as otherwise contemplated by this Agreement.

         (b)  Performance  of  Obligations  of  Acquiree.  Acquiree  shall  have
performed in all material  respects all  conditions,  covenants,  agreements and
obligations  required to be performed by it under this  Agreement at or prior to
the Closing Date.

         (c)  No  Material  Adverse  Change  to  Acquiree.  From the date
hereof  through  and  including  the Effective Time, no event shall have
occurred which would have an Acquiree Material Adverse Effect.

         (d) Third Party Consents. Acquiree shall have obtained all consents and
approvals,  required to be obtained prior to or at the Closing Date,  from third
parties or  governmental  and  regulatory  authorities  in  connection  with the
execution,  delivery  and  performance  by  Acquiree of this  Agreement  and the
consummation of the transactions contemplated hereby.

         (e) No Governmental  Order or Other Proceeding or Litigation.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (f) Deliveries.  At the  Closing,  Acquiree  shall have  delivered  to
GI or GI shall have  otherwise obtained:



<PAGE>





         (1)  true,  correct  and  complete  copies  of (1) the  certificate  of
         organization or other charter document, as amended to date, of Acquiree
         as filed with, the Secretary of State or other appropriate  official of
         the state or other  jurisdiction of  organization of Acquiree,  (2) the
         by-laws or other similar  organizational  document of Acquiree, and (3)
         resolutions  duly and validly adopted by the Board of Directors and the
         stockholders of Acquiree  evidencing the authorization of the execution
         and  delivery of this  Agreement,  the other  Transaction  Documents to
         which  it  is  a  party  and  the   consummation  of  the  transactions
         contemplated  hereby  and  thereby,  in  each  case,  accompanied  by a
         certificate of the Secretary or Assistant Secretary of Acquiree,  dated
         as of the  Closing  Date,  stating  that no  amendments  have been made
         thereto from the date thereof through the Closing Date; and

        (2) Audited  GAAP  Financial  Statements  of Acquiree  pursuant to SEC
        Rules and Regulations through July 31, 2011.

        (3) The stock  Certificates  and Notes of South Uintah Gas Properties,
        Inc.  constituting  100% of the issued and outstanding stock and notes
        of Acquiree.

        (4) Acquiree's Indebtedness.  All outstanding Indebtedness of Acquiree
        as listed on Section 7.02(d) shall have been assumed by GI.

        (5) Acquiree's  ownership of GI shares.  Acquiree shall  surrender and
        cancel 3,000,000 common shares of GI owned by Acquiree.

SECTION 7.03      Additional Conditions of Obligations of Acquiree.

         The  obligation  of  Acquiree  to  effect  the  Exchange  and the other
transactions  contemplated by this Agreement is also subject to the satisfaction
at or prior to the Closing Date of the following  additional  conditions  unless
waived by Acquiree:

         (a) Representations and Warranties.  The representations and warranties
of GI set forth in this  Agreement  shall be true and  correct  in all  material
respects  (except  for  those   representations  and  warranties   qualified  by
materiality)  as of the date of this  Agreement  and as of the  Closing  Date as
though made on and as of the Closing Date,  except as otherwise  contemplated by
this Agreement.

         (b)  Performance  of  Obligations of GI. GI shall have performed in all
material respects all conditions, covenants, agreements and obligations required
to be performed by them under this Agreement at or prior to the Closing Date.

         (c) No Material  Adverse Change to GI. From the date hereof through and
including the Effective Time, no event shall have occurred which would have a GI
Material Adverse Effect.

         (d) No Governmental  Order or Other Proceeding or Litigation.  No order
of any  Governmental  Entity shall be in effect that  restrains or prohibits the
transactions  contemplated hereby and by the other Transaction Documents, and no
suit,  action or other  proceeding  by any  Governmental  Entity shall have been
instituted  or threatened  which seeks to restrain or prohibit the  transactions
contemplated hereby or thereby.

         (e) Deliveries.  At the Closing, GI shall have delivered to
shareholders of Acquiree:



<PAGE>





          (1) the  share  certificates  specified  in  Section  1.01(a),  issued
          pro-rata in the names of Shareholders of Acquiree, in proper amounts.

          (2)  Convertible  Promissory  Notes and Promissory  Notes of GI in the
          amounts shown on Schedule 7.03(e)(2).

          (3) Warrants as specified in Schedule 1.01(c).

          (4) An  Agreement to authorize  and issue  Preferred  Stock in certain
          Series as set forth on Schedule 7.03(e)(4).

          (5) Board Resolutions  appointing 2 new officers of Acquiree's choice,
          or an election of new directors by the shareholders.

          (6) Resignations of existing officers effective at closing.

          (7) Appointments of new officers of Acquiree's choice.

                                  ARTICLE VIII
                                   TERMINATION

SECTION 8.01      Termination.

         This  Agreement  may be  terminated  at any time prior to the Effective
Time, by GI or Acquiree as set forth below:

         (a) by mutual consent of the boards of directors of GI and Acquiree; or

         (b) by GI upon written notice to Acquiree, if: (A) any condition to the
obligation of GI to close contained in Article VII hereof has not been satisfied
by 60 days after date hereof (the "End Date") (unless such failure is the result
of  GI's  breach  of  any  of  its  representations,  warranties,  covenants  or
agreements  contained  herein) or (B) the GI  stockholders  do not  approve  the
Exchange; or

         (c) by Acquiree upon written notice to GI, if: (A) any condition to the
obligation  of  Acquiree to close  contained  in Article VII hereof has not been
satisfied  by the End Date  (unless  such  failure is the  result of  Acquiree's
breach  of any of  its  representations,  warranties,  covenants  or  agreements
contained  herein);  or (B) the  Acquiree  shares  holders  do not  approve  the
Exchange; or

         (d)  by GI if  the  board  of  directors  or  special  committee  of GI
determines  in good faith,  based upon the written  opinion of its outside legal
counsel,  that the failure to terminate this Agreement would constitute a breach
of the fiduciary duties of the GI board of directors or special committee to the
GI stockholders under applicable law; or



<PAGE>





     (e) by GI if South  Uintah Gas  Properties,  Inc. has failed to acquire all
interests under certain contracts listed on Confidential Schedule 8.01(e).

SECTION 8.02      Fees, Costs and Expenses.

         Whether  or not the  Exchange  is  consummated,  all  legal  costs  and
expenses  incurred  in  connection  with  this  Agreement  and the  transactions
contemplated hereby shall be paid by South Uintah Gas Properties, Inc.

                                   ARTICLE IX
                   SURVIVAL OF REPRESENTATIONS AND WARRANTIES

   None of the  representations  and warranties of the parties set forth in this
Agreement shall survive the Closing.  Following the Closing Date with respect to
any  particular  representation  or  warranty,  no party  hereto  shall have any
further liability with respect to such representation and warranty.  None of the
covenants,  agreements  and  obligations of the parties hereto shall survive the
Closing.



                                    ARTICLE X
                                  MISCELLANEOUS

SECTION 10.01     Notices.

         All notices,  requests and other  communications to any party hereunder
shall be in writing (including telecopy,  telex or similar writing) and shall be
deemed given or made as of the date  delivered,  if delivered  personally  or by
telecopy (provided that delivery by telecopy shall be followed by delivery of an
additional copy personally,  by mail or overnight courier),  one day after being
delivered by overnight courier or three days after being mailed by registered or
certified mail (postage prepaid,  return receipt  requested),  to the parties at
the following addresses:

         if to GI  to:     Garner Investments, Inc.
                           7609 Ralston Road
                           Arvada, CO 80002

         if to SUGP:       South Uintah Gas Properties, Inc.
                           C/O 7609 Ralston Road
                           Arvada, Colorado  80002

or such other  address or telex or telecopy  number as such party may  hereafter
specify for the purpose by notice to the other party hereto.



<PAGE>





SECTION 10.02     Amendment; Waiver.

         This Agreement may be amended, modified or supplemented, and waivers or
consents to departures  from the provisions  hereof may be given,  provided that
the same are in writing and signed by or on behalf of the parties hereto.

SECTION 10.03     Successors and Assigns.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
provided that no party shall assign,  delegate or otherwise  transfer any of its
rights or obligations  under this Agreement  without the written  consent of the
other party hereto.

SECTION 10.04     Governing Law.

         This  Agreement  shall be construed in accordance  with and governed by
the law of the State of Delaware  without  regard to  principles  of conflict of
laws.

SECTION 10.05     Waiver of Jury Trial.

         Each party hereto hereby  irrevocably  and  unconditionally  waives any
rights to a trial by jury in any legal action or  proceeding in relation to this
Agreement and for any counterclaim therein.

SECTION 10.06     Consent to Jurisdiction.

         Each of the Parties hereby irrevocably and  unconditionally  submits to
the exclusive  jurisdiction of any court of the State of Colorado or any federal
court sitting in Colorado for purposes of any suit,  action or other  proceeding
arising out of this Agreement and the  Transaction  Documents (and agrees not to
commence any action,  suit or proceedings  relating  hereto or thereto except in
such courts).  Each of the Parties agrees that service of any process,  summons,
notice or  document  pursuant  to the laws of the State of New Jersey and on the
individuals  designated in Section  10.01 shall be effective  service of process
for any action, suit or proceeding brought against it in any such court.

SECTION 10.07     Counterparts; Effectiveness.

         Facsimile  transmissions  of  any  executed  original  document  and/or
retransmission of any executed facsimile  transmission shall be deemed to be the
same as the delivery of an executed  original.  This  Agreement may be signed in
any number of  counterparts,  each of which shall be an original,  with the same
effect as if the signatures thereto and hereto were upon the same instrument.



<PAGE>





SECTION 10.08     Entire Agreement; No Third Party Beneficiaries; Rights of
                  Ownership.

         Except as expressly  provided  herein,  this  Agreement  (including the
documents  and  the  instruments  referred  to  herein)  constitute  the  entire
agreement and supersede all prior  agreements and  understandings,  both written
and oral, among the parties with respect to the subject matter hereof. Except as
expressly  provided  herein,  this  Agreement is not intended to confer upon any
person  other than the parties  hereto,  any rights or remedies  hereunder.  The
parties  hereby  acknowledge  that no person  shall have the right to acquire or
shall be deemed to have  acquired  shares  of  common  stock of the other  party
pursuant to the Exchange until consummation thereof.

SECTION 10.09     Headings.

         The headings  contained in this  Agreement are for  reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

SECITON 10.10     No Strict Construction.

         The parties hereto have  participated  jointly in the  negotiation  and
drafting of this  Agreement.  In the event an ambiguity or question of intent or
interpretation  arises under any  provision of this  Agreement,  this  Agreement
shall  be  construed  as if  drafted  jointly  by the  parties  thereto,  and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the authorship of any of the provisions of this Agreement.

SECTION 10.11     Severability.

         If any term or other provision of this Agreement is invalid, illegal or
unenforceable, all other provisions of this Agreement shall remain in full force
and  effect  so long as the  economic  or legal  substance  of the  transactions
contemplated  hereby is not affected in a manner that is  materially  adverse to
any party.

                                   ARTICLE XI
                                   DEFINITIONS

         "Affiliate" shall mean (a) with respect to an individual, any member of
such  individual's  family including lineal ancestors and descendents;  (b) with
respect to an entity,  any officer,  director,  stockholder,  partner,  manager,
investor or holder of an  ownership  shares of or in such entity or of or in any
Affiliate  of such entity;  and (c) with  respect to a Person,  any Person which
directly  or  indirectly,  through  one or  more  intermediaries,  controls,  is
controlled by, or is under common control with such Person or entity.

          "Acquiree"  shall have the meaning  set forth in the  preamble to this
Agreement.



<PAGE>





         "Acquiree  Common  Stock"  shall  have  the  meaning  set  forth in the
recitals to this  Agreement,  and  elsewhere in Section  4.02"Acquiree  Material
Adverse Effect" shall mean an event or change,  individually or in the aggregate
with other  events or  changes,  that could  reasonably  be  expected  to have a
material adverse effect on (a) the business,  properties,  prospects,  condition
(financial or  otherwise) or results of operations of Acquiree  taken as a whole
(other than those events,  changes or effects  resulting  from general  economic
conditions  or the industry in which  Acquiree is engaged  generally) or (b) the
ability of Acquiree to consummate the transactions contemplated hereby.

         "Acquiree Shareholders" mean the holders of common shares in Acquiree.

         "Agreement"  shall have the meaning  set forth in the  preamble to this
Agreement.

         "Certificates" shall have the meaning set forth in Section 1.04 of this
Agreement.

         "Closing"  shall have the  meaning  set forth in  Section  2.01 of this
Agreement.

         "Closing Date" shall have the meaning set forth in Section 2.01 of this
Agreement.

         "Code"  shall  have  the  meaning  set  forth in the  recitals  of this
Agreement.

         "Contingent  Obligation"  as to any Person  shall mean the undrawn face
amount of any letters of credit  issued for the account of such Person and shall
also mean any  obligation  of such Person  guaranteeing  or having the  economic
effect of guaranteeing any Indebtedness, leases, dividends, letters of credit or
other  obligations  ("Primary  Obligations")  of any other Person (the  "Primary
Obligor") in any manner,  whether  directly or  indirectly,  including,  without
limitation,  any obligation of such Person,  whether or not  contingent,  (a) to
purchase any such Primary  Obligation  or any  property  constituting  direct or
indirect security therefore, (b) to advance or supply funds (i) for the purchase
or payment of any such Primary Obligation or (ii) to maintain working capital or
equity  capital of the Primary  Obligor or otherwise  to maintain the  financial
condition  or  solvency  of  the  Primary  Obligor,  (c) to  purchase  property,
securities  or services  primarily for the purpose of assuring the obligee under
any such  Primary  Obligation  of the  ability  of the  Primary  Obligor to make
payment of such Primary Obligation,  or (d) otherwise to assure or hold harmless
the obligee  under such  Primary  Obligation  against  loss in respect  thereof;
provided,  however,  that the  term  Contingent  Obligation  shall  not  include
endorsements  of instruments for deposit or collection in the ordinary course of
business.

         "Contracts" shall mean all contracts,  leases, subleases, notes, bonds,
mortgages,  indentures, Permits and Licenses,  non-competition agreements, joint
venture or partnership agreements,  powers of attorney, purchase orders, and all
other  agreements,  arrangements  and other  instruments,  in each case  whether
written or oral,  to which such Person is a party or by which any of them or any
of its assets are bound.

         "Convertible  Notes" shall mean  $1,350,000 in aggregate notes shown on
Schedule 1.01(c) and 7.03(e)(2).



<PAGE>





         "Effective  Time"  shall  be the date all  conditions  and  performance
hereunder has been completed but no later than August 31, 2011.

         "End Date"  shall have the  meaning  set forth in Section  8.01 of this
Agreement.

         "Exchange"  shall have the  meaning  set forth in the  recitals of this
Agreement.

         "GI"  shall  have  the  meaning  set  forth  in the  preamble  to  this
Agreement.

         "GI Common  Stock"  shall have the meaning set forth in the recitals to
this agreement.

         "GI  Common  Stock  Equivalents"  shall have the  meaning  set forth in
Section 3.02 of this Agreement.

         "GI  Material   Adverse   Effect"   shall  mean  an  event  or  change,
individually,  or in the  aggregate  with other  events or  changes,  that could
reasonably  be expected to have a material  adverse  effect on (a) the business,
properties,   prospects,  condition  (financial  or  otherwise)  or  results  of
operations  of GI and the GI  Subsidiaries  taken as a whole  (other  than those
events,  changes or effects  resulting from general  economic  conditions or the
industry  in  which  GI is  engaged  generally)  or  (b)  the  ability  of GI to
consummate the transactions contemplated hereby.

          "Governmental  Approval"  shall mean the consent,  approval,  order or
authorization  of,  or  registration,  declaration  or  filing  with any  court,
administrative  agency or commission or other Governmental Entity,  authority or
instrumentality, domestic or foreign.

         "Governmental  Entity"  means the  government  of the United  States of
America, any other nation or any political subdivision thereof, whether foreign,
state or local,  and any agency,  authority,  instrumentality,  regulatory body,
court, tribunal,  arbitrator, central bank or other entity exercising executive,
legislative,  judicial, taxing, regulatory or administrative powers or functions
of or pertaining to government.

         "Indebtedness"  shall  mean as to any Person and  whether  recourse  is
secured by or is otherwise available against all or only a portion of the assets
of such Person and whether or not contingent, but without duplication: (a) every
obligation  of such  Person for money  borrowed;  (b) every  obligation  of such
Person  evidenced  by bonds,  debentures,  notes or other  similar  instruments,
including  obligations  incurred in  connection  with the  Exchange of property,
assets or  businesses;  (c) every  reimbursement  obligation of such Person with
respect to letters of credit,  bankers' acceptances or similar facilities issued
for the account of such Person;  (d) every  obligation  of such Person issued or
assumed as the  deferred  purchase  price of  property  or  services  (including
securities repurchase agreements but excluding trade accounts payable or accrued
liabilities  arising in the ordinary  course of business which are not more than
120 days  overdue  or which are being  contested  in good  faith by  appropriate
proceedings  and for which  adequate  reserves  have been provided in accordance
with  GAAP);  (e)  every  Capital  Lease  Obligation  of  such  Person;  (f) any
obligation  of such  Person  to pay any  discount,  shares,  fees,  indemnities,
penalties,  recourse,  expenses or other amounts in connection with any sales by
such Person unless such sales are on a non-recourse basis (as to collectability)
of (i) accounts or



<PAGE>



general  intangibles  for  money  due or to  become  due,  (ii)  chattel  paper,
instruments  or documents  creating or evidencing a right to payment of money or
(iii) other  receivables,  whether pursuant to a purchase facility or otherwise,
other than in connection with the disposition of the business operations of such
Person relating thereto or a disposition of defaulted receivables for collection
and not as a financing  arrangement;  (g) every  obligation of such Person under
any  forward  contract,  futures  contract,  swap,  option  or  other  financing
agreement or arrangement (including,  without limitation,  caps, floors, collars
and similar  agreements),  the value of which is  dependent  upon shares  rates,
currency exchange rates, commodities or other indices (a "derivative contract");
(h) every  obligation in respect of Indebtedness of any other entity  (including
any  partnership  in which such Person is a general  partner) to the extent that
such Person is liable therefore as a result of such Person's ownership shares in
or other  relationship with such entity,  except to the extent that the terms of
such  Indebtedness  provide  that such Person is not liable  therefore  and such
terms are enforceable under applicable law; and (i) every Contingent  Obligation
of such Person with respect to Indebtedness  of another Person.  Notwithstanding
anything to the contrary in this Agreement,  the term  "Indebtedness"  expressly
includes the following debts and obligations of Acquiree.

         "Laws" shall mean all foreign, federal, state and local statutes, laws,
ordinances,   regulations,  rules,  resolutions,   orders,  writs,  injunctions,
judgments and decrees  applicable to the specified  Person and to the businesses
and assets thereof.

         "License"  shall mean any franchise,  authorization,  license,  permit,
certificate of occupancy, easement, variance, exemption, certificate, consent or
approval of any Governmental Entity or other Person.

         "Lien" shall mean any mortgage, pledge, assessment,  security interest,
lease, lien, adverse claim, levy, charge or other encumbrance of any kind.

          "Person" shall mean any individual, sole proprietorship,  partnership,
joint venture, trust,  unincorporated  organization,  limited liability company,
association,  Entity,  institution,  entity,  party,  Governmental Entity or any
other juridical entity of any kind or nature whatsoever.

          "Preferred Shares" shall mean those Series A, B, and C preferred Stock
shown on Schedule 1.01(a).

          "Takeover  Proposal"  shall mean any proposal for a tender or exchange
offer, Exchange, consolidation, sale of all or substantially all of such party's
assets,  sale of in excess of fifteen  percent of the shares of capital stock or
other  business  combination  involving  such party or any  proposal or offer to
acquire  in any  manner  a  substantial  equity  shares  (including  any  shares
exceeding fifteen percent of the equity outstanding) in, or all or substantially
all of the assets of, such party  other than the  transactions  contemplated  by
this Agreement.



<PAGE>





         "Taxes" means all federal, state, county, local, municipal, foreign and
other  taxes,  assessments,  duties or similar  charges of any kind  whatsoever,
including all corporate franchise, income, gross receipts, occupation,  windfall
profits, sales, use, ad valorem,  value-added,  profits,  license,  withholding,
payroll, employment, excise, premium, real property, personal property, customs,
net  worth,  capital  gains,  transfer,  stamp,  documentary,  social  security,
disability,  environmental,  alternative minimum, recapture and other taxes, and
including  all shares,  penalties and  additions  imposed with respect  thereto,
whether  disputed or not and including any obligations to indemnify or otherwise
assume or succeed to the Tax  liability  of any  Person,  and any  liability  in
respect  of any Tax as a result of being a member of any  affiliated,  combined,
consolidated, unitary or similar group.

         "Tax   Return"   means  any  report,   return,   statement,   estimate,
informational  return,  declaration or other written information  required to be
supplied to a taxing authority in connection with Taxes.

         "Taxing  Authority"  means any domestic,  foreign,  federal,  national,
state, county or municipal or other local government,  any subdivision,  agency,
commission or authority thereof, or any  quasi-governmental  body exercising tax
regulatory authority.

          "Transaction Documents" shall mean this Agreement.





         IN WITNESS  WHEREOF,  the parties  hereto  have  caused  this  Exchange
Agreement to be duly executed as of the day and year first above written.

                                                 GARNER INVESTMENTS, INC.


                                                 By:
                                                          Name:
                                                          Title:



                                               SOUTH UINTAH GAS PROPERTIES, INC.


                                                 By:
                                                          Name:
                                                          Title:




<PAGE>



                                SCHEDULE 1.01(A)
                               SHARES AND WARRANTS



<PAGE>



                                SCHEDULE 1.01(b)
                                CONVERTIBLE NOTES



<PAGE>



                                SCHEDULE 1.01(c)
                                PROMISSORY NOTES

<PAGE>



                                JOINDER / CONSENT

The  undersigned,  being the holder of a financial  or equity  interest in South
Uintah        Gas         Properties,         Inc.         described         as:
______________________________________________   and   dated:   _______________,
hereby join in and consent and agree to terms as set forth in the Share Exchange
and Acquisition Agreement dated _____________ by and between Garner Investments,
Inc.  and South  Uintah Gas  Properties,  Inc.  attached  hereto and made a part
hereof by this reference.



                                      ------------------------------------
                                      Name:


<PAGE>



                     EXCHANGE AGREEMENT AND REPRESENTATIONS


Gentlemen:

         I understand that  shareholders  of South Uintah Gas  Properties,  Inc.
(the "SUGP"), a Colorado  corporation,  are offering to exchange their shares of
Common  stock and  Preferred,  for shares of stock of Garner  Investments,  Inc.
("Company"), a Wyoming corporation.

         I hereby  offer to  exchange  all of my shares  of Common or  Preferred
stock of SUGP, as shown on the transfer records of SUGP for equivalent number of
shares of the Company (the  "Shares") and tender all my shares of SUGP herewith,
on a one for one basis and upon acceptance by you, agree to become a shareholder
of the Company.  In order to induce the Company to accept my offer, I advise you
as follows; and acknowledge:

1.  Corporate  Documents.  Receipt of copies of Articles,  By-Laws,  and audited
financial  statements  of  the  Company  and  such  other  documents  as I  have
requested,  I hereby  acknowledge  that I have received the documents (as may be
supplemented  from  time  to  time)  relating  to the  Company  and  that I have
carefully  read  the  information  and  that I  understand  all of the  material
contained  therein,  and agree to the terms,  and understand the risk factors as
described therein.

2. Availability of Information.  I hereby  acknowledge that the Company has made
available to me the  opportunity  to ask questions of, and receive  answers from
the Company and any other person or entity acting on its behalf,  concerning the
terms  and  conditions  of  the  Plan,  the  financial  statements  and  related
information  of the  Company  and the 2010  10K,  10Q for  3/31/11  and 8K dated
7/11/11 of the Company and the information contained in the corporate documents,
and to obtain any additional  information,  to the extent the Company  possesses
such  information  or can  acquire it without  unreasonable  effort or  expense,
necessary to verify the accuracy of the information  provided by the Company and
any other person or entity acting on its behalf.

3.  Representations and Warranties.  I represent and warrant to the Company (and
understand  that it is  relying  upon  the  accuracy  and  completeness  of such
representations  and  warranties  in  connection  with  the  availability  of an
exemption  for the  offer  and  exchange  of the  shares  from the  registration
requirements of applicable federal and state securities laws) that:

(a) RESTRICTED SECURITIES.

(I) I understand that the Shares have not been  registered  under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws.

(II) I understand that if this exchange agreement is accepted and the Shares are
issued to me, I cannot sell or otherwise dispose of the shares unless the Shares
are  registered  under  the  Act or the  state  securities  laws  or  exemptions
therefrom are available (and consequently, that I must bear the economic risk of
the investment for an indefinite period of time):


<PAGE>




(III) I  understand  that the  Company has no  obligation  now or at any time to
register  the  Shares  under  the Act or the  state  securities  laws or  obtain
exemptions therefrom.

(IV) I understand  that the Company will  restrict the transfer of the Shares in
accordance with the foregoing representations.

(V) There is a limited  public  market for the common  stock of the  Company and
there  is no  certainty  that a more  liquid  market  will  ever  develop  or be
maintained.  There can be no assurance that I will be able to sell or dispose of
the  Shares.  Moreover,  no  assignment,   sale,  transfer,  exchange  or  other
disposition  of the  Shares  can be made  other  than  in  accordance  with  all
applicable  securities laws. It is understood that a transferee may at a minimum
be required to fulfill the investor suitability  requirements established by the
Company, or registration may be required.

(b)      LEGEND.

I agree  that any  certificate  representing  the  Shares  will  contain  and be
endorsed with the following, or a substantially equivalent, LEGEND:

"This  share   certificate   has  been   acquired   pursuant  to  an  investment
representation  by the holder and shall not be sold,  pledged,  hypothecated  or
donated or otherwise transferred except upon the issuance of a favorable opinion
by its counsel and the submission to the Company of other evidence  satisfactory
to and as required by counsel to the Company,  that any such  transfer  will not
violate the Securities Act of 1933, as amended,  and applicable state securities
laws. These shares are not and have not been registered in any jurisdiction."

(c)      OWN ACCOUNT.

I am the only party in interest  with respect to this exchange  offer,  and I am
acquiring the Shares for my own account for long-term  investment  only, and not
with an intent to resell, fractionalize, divide, or redistribute all or any part
of my interest to any other person.

(d)      AGE:     CITIZENSHIP.

I am at least twenty-one years old and a citizen of the United States.

(e)      ACCURACY OF INFORMATION.

All  information  which I have  provided to the Company  concerning my financial
position and knowledge of financial and business matters is correct and complete
as of the date set forth at the end hereof,  and if there should be any material
change in such  information  prior to acceptance  of this exchange  offer by the
Company, I will immediately provide the Company with such information.


<PAGE>




4. Exchange Procedure. I understand that this exchange is subject to each of the
following terms and conditions:

(a) The Company may reject this  exchange for legal  reasons,  and this exchange
shall become  binding upon the Company only when  accepted,  in writing,  by the
Company.

(b) This offer may not be withdrawn by me.

(c) The share  certificates to be issued and delivered pursuant to this exchange
will be issued in the name of and delivered to the undersigned.

5. Suitability. I hereby warrant and represent:


(a) That I can afford a complete loss of the  investment  and can afford to hold
the securities being received hereunder for an indefinite period of time.

(b) That I consider this investment a suitable investment, and

(c) That I am sophisticated  and  knowledgeable and have had prior experience in
financial matters and investments.

6.  Acknowledgement  of Risks. I have been furnished and have carefully read the
Plan and  information  relating to the Company,  including this form of Exchange
Agreement. I am aware that:

(a) There are  substantial  risks  incident to the  ownership of Shares from the
Company,  and such  investment is speculative and involves a high degree of risk
of loss by me of my entire investment in the Company.

(b) No federal or state agency has passed upon the Shares or made any finding or
determination concerning the fairness of this investment.

(c) The books and  records  of the  Company  will be  reasonably  available  for
inspection by me and/or my investment  advisors,  if any, at the Company's place
of business.

(d) All assumptions  and projections set forth in any documents  provided by the
Company have been included  therein for purposes of  illustration  only,  and no
assurance  is given  that  actual  results  will  correspond  with  the  results
contemplated by the various assumptions set forth therein.

(e) Prior to the completion of the exchange,  SUGP has a very limited  operating
history.  SUGP is in the  development  stage,  and its proposed  operations  are
subject  to all of the risk  inherent  in the  establishment  of a new  business
enterprise,  including a limited  operating  history.  The  unlikelihood  of the
success of the Company must be considered  in light of the  problems,  expenses,
difficulties, complications and delays frequently encountered in connection with
the formation and operation of a new business and the competitive environment in
which the Company will operate.


<PAGE>





7. Receipt of Advice.  I acknowledge  that I have been advised to consult my own
attorney and investment advisor

concerning the investment.

8. Restrictions on Transfer. I acknowledge that the investment in the Company is
an illiquid investment. In particular, I recognize that:

(a) Due to restrictions  described  below, the lack of any market existing or to
exist for these Shares,  in the event I should  attempt to sell my Shares in the
Company,  my  investment  will be highly  illiquid  and,  probably  must be held
indefinitely.

(b) I must bear the economic  risk of investment in the Shares for an indefinite
period of time,  since the Shares have not been registered  under the Securities
Act of 1933, as amended,  and issuance is made in reliance upon Section 4(2) and
4(6) of said Act and/or Rules  501-506 of  Regulation D under the Act, as may be
applicable. Therefore, the Shares cannot be offered, sold, transferred, pledged,
or  hypothecated  to any person unless either they are  subsequently  registered
under said Act or an  exemption  from such  registration  is  available  and the
favorable  opinion of counsel for the Company to that effect is obtained,  which
is not  anticipated.  Further,  unless  said  Shares  are  registered  with  the
securities  commission of the state in which offered and sold, I may not resell,
hypothecate, transfer, assign or make other disposition of said Shares except in
a  transaction  exempt or  exempted  from the  registration  requirement  of the
securities  act of such state,  and that the specific  approval of such sales by
the securities regulatory body of the state is required in some states.

(c) My right to  transfer  my  Shares  will  also be  restricted  by the  legend
endorsed on the certificates.

9. Access to Information. I represent and warrant to the Company that:


(a)  I  have  carefully   reviewed  and  understand  the  risks  of,  and  other
considerations  relating to, the exchange of the Shares,  including the risks of
total loss in the event the Company's business is unsuccessful.

(b) I and my  investment  advisors,  if any,  have been  furnished all materials
relating to the Company and its proposed activities and anything which they have
requested  and have been  afforded  the  opportunity  to obtain  any  additional
information  necessary to verify the accuracy of any  representations  about the
Company.

(c) The Company has answered all inquiries that I and my investment advisors, if
any, have put to it concerning  the Company and its proposed  activities and the
Plan and exchange for the Shares.


<PAGE>




(d)  Neither I nor my  investment  advisors,  if any,  have been  furnished  any
offering  literature other than the documents attached as exhibits thereto and I
and my  investment  advisors,  if  any,  have  relied  only  on the  information
contained in such exhibits and the  information,  as described in  subparagraphs
(b) and (c) above, furnished or made available to them by the Company.

(e) I am acquiring the Shares for my own account,  as principal,  for investment
purposes  only and not with a view to the resale of  distribution  of all or any
part  of such  Shares,  and  that I have  no  present  intention,  agreement  or
arrangement  to divide my  participation  with others or to resell,  transfer or
otherwise  dispose  of all or any part of the Shares  subscribed  for unless and
until I determine,  at some future  date,  that  changed  circumstances,  not in
contemplation at the time of this exchange, makes such disposition advisable;

(f) I, the undersigned,  if on behalf of a corporation,  partnership,  trust, or
other form of business entity,  affirm that: it is authorized and otherwise duly
qualified  to  purchase  and hold  Shares  in the  Company;  recognize  that the
information  under the caption as set forth in (a) above related to  investments
by an individual and does not address the federal income tax  consequences of an
investment  by  any  of the  aforementioned  entities  and  have  obtained  such
additional  tax  advice  that I have  deemed  necessary;  such  entity  has  its
principal  place of  business as set forth  below;  and such entity has not been
formed for the specific purpose of acquiring Shares in the Company.

(g) I have  adequate  means of  providing  for my  current  needs  and  personal
contingencies and have no need for liquidity in this investment; and

(h) The information provided by the Company is confidential and non-public and I
agree that all such  information  shall be kept in  confidence by it and neither
used by it to its personal  benefit (other than in connection  with its exchange
for the Shares)  nor  disclosed  to any third  party for any  reason;  provided,
however,  that this obligation shall not apply to any such information which (i)
is part of the public knowledge or literature and readily accessible at the date
hereof;  (ii) becomes part of the public  knowledge  or  literature  and readily
accessible by publication  (except as a result of a breach of these provisions);
or (iii) is received from third parties  (except those parties who disclose such
information in violation of any confidentiality  agreements  including,  without
limitation, any Exchange Agreement they may have with the Company).

10. Binding Agreement.  I hereby adopt, accept, and agree to be bound by all the
terms and  conditions of the Plan, and by all of the terms and conditions of the
Articles of Incorporation,  and amendments thereto,  and By-Laws of the Company.
Upon  acceptance  of this  Exchange  Agreement by the Company,  I shall become a
Shareholder for all purposes.

11.  Agreement  to Be Bound.  The Exchange  Agreement,  upon  acceptance  by the
Company, shall be binding upon the heirs, executors, administrators, successors,
and assigns of mine.


<PAGE>




12. Indemnification. I further represent and warrant:


(a) I hereby  indemnify  the  Company  and hold the  Company  harmless  from and
against any and all liability,  damage,  cost, or expense incurred on account of
or arising out of:

(I)  Any  inaccuracy  in  my  declarations,   representations,   and  warranties
hereinabove set forth;

(II) The  disposition of any of the Shares which I will receive,  contrary to my
foregoing declarations, representations, and warranties; and

(III)  Any  action,  suit or  proceeding  based  upon (1) the  claim  that  said
declarations,  representations,  or warranties  were inaccurate or misleading or
otherwise  cause for obtaining  damages or redress from the Company;  or (2) the
disposition of any of the Shares or any part thereof.

13.  Governing  Law. This  Agreement  shall be construed in accordance  with and
governed by the laws of the State of Colorado,  except as to the manner in which
the undersigned  elects to take title to the Shares in the Company that shall be
construed in accordance with the state of his principal residence.

14. Financial  Statement.  Upon request of the Company,  I shall provide a sworn
and signed copy of my current financial statement.

15.  Accredited  Investor.  [__] (Check if applicable.  Accredited  Investor.  I
represent  that I am an  "Accredited  Investor" or an Officer of an  "Accredited
Investor" as defined below:

                Accredited  investor  shall mean any person who comes within any
of the following  categories,  or who the issuer reasonably believes come within
any of the following  categories,  at the time of the sale of the  securities to
that person.

                (1) Any bank as defined in  section  3(a)(2) of the Act,  or any
savings  and loan  association  or  other  institution  as  defined  in  section
3(a)(5)(A) of the Act whether  acting in its  individual or fiduciary  capacity;
any  broker  or dealer  registered  pursuant  to  section  15 of the  Securities
Exchange Act of 1934;  any insurance  company as defined in section 2(13) of the
Act; any investment  company registered under the Investment Company Act of 1940
or a business  development  company as defined in section  2(a)(48) of that Act;
any Small  Business  Investment  Company  licensed  by the U.S.  Small  Business
Administration  under section 301(c) or (d) of the Small Business Investment Act
of  1958;  any  plan  established  and  maintained  by a  state,  its  political
subdivisions,  or any  agency  or  instrumentality  of a state or its  political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of  $5,000,000;  any  employee  benefit  plan  within the  meaning of the
Employee  Retirement  Income Security Act of 1974 if the investment  decision is
made by a plan  fiduciary,  as defined in  section  3(21) of such act,  which is
either a bank, savings and loan association,  insurance  company,  or registered
investment  adviser,  or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;


<PAGE>





                (2) Any private business development company as defined in
section 202(a)(22) of the Investment Advisers Act of 1940;

                (3) Any  organization  described  in  section  501(c)(3)  of the
Internal Revenue Code, corporation,  Massachusetts or similar business trust, or
partnership,  not formed for the specific  purpose of acquiring  the  securities
offered, with total assets in excess of $5,000,000;

                (4) Any director,  executive officer,  or general partner of the
issuer of the  securities  being  offered or sold,  or any  director,  executive
officer, or general partner of a general partner of that issuer;

                (5) Any natural person whose  individual net worth, or joint net
worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

                (6) Any natural person who had an individual income in excess of
$200,000 in each of the two most recent years or joint income with that person's
spouse  in  excess  of  $300,000  in each of those  years  and has a  reasonable
expectation of reaching the same income level in the current year;

                (7) Any trust,  with total assets in excess of  $5,000,000,  not
formed for the  specific  purpose of acquiring  the  securities  offered,  whose
purchase   is   directed   by   a   sophisticated   person   as   described   in
ss.230.506(b)(2)(ii); and

                (8) Any entity in which all of the equity owners are accredited
investors.

                (9) An entity or person  defined under SEC CFR  ss.2330.001  and
California Corporations Code ss.25102(n) (by inclusion).

                An affiliate of, or person  affiliated  with, a specific  person
shall  mean  a  person  that  directly,   or  indirectly  through  one  or  more
intermediaries,  controls or is controlled  by, or is under common control with,
the person specified.

I will hold title to my interest as follows:

                {  }  Community Property

                {  }  Joint Tenants with Right Survivorship

                {  }  Tenants in Common

                {  }  Individually

                {  }  Other:  (Corporation, Trust, Etc., please indicate)



<PAGE>




                (Note:  Subscribers should seek the advice of their attorneys in
deciding in which of the above forms they should take  ownership  of the Shares,
since  different  forms  of  ownership  can  have  varying  gift  tax and  other
consequences,  depending  on the  state of the  investor's  domicile  and  their
particular personal circumstances. For example, in community property states, if
community  property  assets  are  used to  purchase  shares  held in  individual
ownership, this might have adverse gift tax consequences.  If OWNERSHIP IS BEING
TAKEN IN JOINT  NAME WITH A SPOUSE OR ANY OTHER  PERSON,  THEN ALL  SUBSCRIPTION
DOCUMENTS MUST BE EXECUTED BY ALL SUCH PERSONS.)

16. No Assignability.  This exchange is personal to the person/entity whose name
and address appear below.  The  undersigned  may not assign any of its rights or
obligations under this Exchange Agreement to any other person or entity.

17.  Conditions.  This Exchange  Agreement shall become binding upon the Company
only when accepted, in writing, by the Company.

18. Effective Date. The exchange for Shares evidenced by this Exchange Agreement
shall, if accepted by the Company,  be effective as soon after July 28, 2011, as
all state laws have been complied with to effectuate the transaction.

19.  Conveyance.  I hereby agree to convey title to all of my interest in all my
common or preferred  shares of SUGP, as shown on the transfer records of SUGP to
the Company in exchange for an equal number of Common (or  Preferred  shares) as
applicable.

20. Further Acts. The  undersigned  hereby agrees to execute any other documents
and take any further  actions that are  reasonably  necessary or  appropriate in
order to implement the transaction contemplated by this Exchange Agreement.

                                   Shareholder

Dated: _________________________    ____________________________________
                                      Name: