Exhibit 10.1
    

    
      THIS SHARE PURCHASE AGREEMENT (THE "AGREEMENT") RELATES INTER ALIA TO
      THE TRANSFER OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE
      NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
      ("REGULATION S") UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED (THE "1933 ACT").
    

    
      NONE OF THE SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE BEEN
      REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND,
      UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR
      INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN)
      EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933
      ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT,
      OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH
      CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
    

    
      SHARE PURCHASE AGREEMENT
    

    
      THIS AGREEMENT made effective as of the 20th day of March, 2009,
    

    
      AMONG:
    

    
      CROWN OIL AND GAS INC., a corporation organized under the laws of
      the State of Nevada, having an office at 400-225 West Magnolia Street,
      Bellingham, Washington, USA 98225
    

    
      ("Crown USA")
    

    
      AND:
    

    
      LANGFORD WORLDWIDE CORP., a corporation organized under the laws
      of the British Virgin Islands, having an office at Trident Chambers,
      P.O. Box 146, Road Town, Tortola, British Virgin Islands
    

    
      ("Langford")
    

    
      AND:
    

    
      BOSHOFF HOLDINGS LTD., a corporation organized under the
      laws of the British Virgin Islands, having an office at Trident
      Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands
    

    
      (the "Vendor")
    

    
      WHEREAS:
    

    
      A.  Langford’s indirect, wholly-owned, Russian subsidiaries hold oil and
      natural gas exploration and development licences for properties located
      in the Saratov region of the Volga-Urals oil province in Russia;
    

    
      B.  The Vendor is the sole registered shareholder of Langford;
    

    
      C.  Pursuant to the agreement set out in a letter of intent dated
      January 17, 2008, as amended by a further letter of intent dated March
      18, 2008, the Vendor desires to sell, and Crown USA desires to purchase,
      all of the issued and outstanding shares of Langford on the terms and
      subject to the conditions hereinafter set out; and
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      D.  At the completion of the said share purchase, Langford will be a
      wholly-owned subsidiary of Crown USA.
    

    
      NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
      the mutual covenants and agreements herein contained and other good and
      valuable consideration (the receipt and sufficiency of which is hereby
      acknowledged by each of the parties hereto), the parties hereto covenant
      and agree as follows:
    

    
      ARTICLE 1  
INTERPRETATION
    

    
      1.1  Definitions.  For the purpose of this
      Agreement, the recitals and the Schedules to this Agreement, unless the
      context otherwise requires, the following terms shall have the
      respective meanings set out below and grammatical variations of such
      terms shall have corresponding meanings:
    

    
      (a)  "Affiliate" has the meaning ascribed thereto
      in Regulation C under the Securities Act;
    

    
      (b)  "Agreement" means this Agreement, and all the
      exhibits, schedules and other documents attached to this Agreement, and
      all amendments and supplements, if any, to this Agreement;
    

    
      (c)  "Annual Financial Statements" means the
      annual audited consolidated financial statements of Langford for the
      fiscal year ended December 31, 2007, including the notes thereto and the
      report of the auditors thereon, as applicable; or the annual audited
      consolidated financial statements of Crown USA for the fiscal year ended
      December 31, 2007, including the notes thereto and the report of the
      auditors thereon, as applicable;
    

    
      (d)  "Applicable Securities Legislation" means all
      applicable securities legislation in all jurisdictions relevant to the
      issuance of the Crown USA Shares to the Vendor; 
    

    
      (e)  "Artstroy" means Artstroy-XXI LLC, a limited
      liability company organized under the laws of the Russian Federation
      (Main State Registration Number (OGRN): 1026402193400), having an office
      at 410017 Saratov, Russia;       
    

    
      (f)  "Associate" has the meaning ascribed thereto
      in Regulation C under the Securities Act;
    

    
      (g)  "Attik" means Attik LLC, a limited liability
      company organized under the laws of the Russian Federation (Main State
      Registration Number (OGRN): 1056405024081), having an office at 410017
      Saratov, Russia;
    

    
      (h)  "Attik-Neft" means Attik-Neft LLC, a limited
      liability company organized under the laws of the Russian Federation
      (Main State Registration Number (OGRN): 1056405039954), having an office
      at 410017 Saratov, Russia;
    

    
      (i)  "Bandberg" means Bandberg Holdings Ltd., a
      company organized under the laws of Cyprus, having an office at Theklas
      Lysioti, 29 Cassandra Centre, 2nd Floor, Flat/Office 201, 202, P.C.
      3030, Limassol, Cyprus;
    

    
      (j)  "Business" means the business and operations
      currently and heretofore carried on by the Subsidiaries consisting of
      the exploration and development of oil and gas resources primarily in
      the Russian Federation;
    

    
      
        

        

      

      
        
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      (k)  "Business Day" means any day except Saturday,
      Sunday and any day which is a federal legal holiday or a day on which
      banking institutions in the State of Nevada are authorized or required
      by law or other government action to close;
    

    
      (l)  "Closing" means the completion of the
      Transaction in accordance with Article 9 hereof, at which time the
      Closing Documents will be exchanged by the parties, except for those
      documents or other items specifically required to be exchanged at a
      later time;
    

    
      (m)  "Closing Date" means March 31, 2009, or such
      other date as may be mutually agreed upon by Crown USA and Langford;
    

    
      (n)  "Closing Documents" means the papers,
      instruments and documents required to be executed and delivered at the
      Closing pursuant to this Agreement;
    

    
      (o)  "Code" means the Internal Revenue Code of
      1986 (United States);
    

    
      (p)  "Contract" means any agreement, indenture,
      contract, lease, deed of trust, licence, option, instrument or other
      commitment, whether written or oral;
    

    
      (q)  "Covenlina" means Covenlina Holdings Ltd., a
      corporation organized under the laws of Cyprus, having an office at
      Theklas Lysioti, 29 Cassandra Centre, 2nd Floor, Flat/Office 201, 202,
      P.C. 3030, Limassol, Cyprus;
    

    
      (r)  "Crown Russia" means Crown Oil & Gas LLC, a
      corporation organized under the laws of the Russian Federation, having
      an office at 125493, Flotskaya 5, Building A, Moscow, Russia, which
      corporation is the legal and beneficial holder of all of the issued and
      outstanding shares in the capital of each of Attik and Artstroy;
    

    
      (s)  "Crown USA" means Crown Oil and Gas Inc., a
      corporation organized under the laws of the State of Nevada, whose
      common shares are traded on the OTC Bulletin Board and which is an
      Exchange Act filer;
    

    
      (t)  "Crown USA Shares" means those 5,000,000
      fully paid and non-assessable common shares of Crown USA to be issued to
      the Vendor in exchange for the Langford Shares on the Closing Date;
    

    
      (u)  "Encumbrance" means any encumbrance of any
      kind whatsoever and includes, without limitation, a lien, charge,
      hypothec, pledge, assignment, mortgage, title retention agreement,
      security interest of any nature, trust or deemed trust, adverse claim,
      exception, reservation, easement, restrictive covenant, right of way,
      restriction, right of occupation, any matter capable of registration
      against title, option, right of pre-emption, privilege or any Contract
      to create any of the foregoing;
    

    
      (v)  "Exchange Act" means the Securities Exchange
      Act of 1934 (United States), as amended from time to time;
    

    
      (w)  "Financial Statements" means the Annual
      Financial Statements and the Interim Financial Statements;
    

    
      (x)  "GAAP" means generally accepted
      accounting principles in accordance with International Accounting
      Standards;
    

    
      
        

        

      

      
        
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      (y)  "Intellectual Property" means all trade
      marks, trade names, business names, patents, inventions, know-how,
      copyrights, service marks, brand names, industrial designs, websites,
      URL addresses, email addresses and all other industrial or intellectual
      property owned or used by Langford or any of the Subsidiaries in
      carrying on the Business and all applications therefore and all goodwill
      connected therewith, including, without limitation, all licences,
      registered user agreements and all like rights used by or granted to
      either of Langford or any of the Subsidiaries in connection with the
      Business and all right to register or otherwise apply for the protection
      on any of the foregoing;
    

    
      (z)  "Interim Financial Statements" means the
      interim unaudited consolidated financial statements of the referenced
      entities for the periods subsequent to the Annual Financial Statements;
    

    
      (aa)  "Kikinsko-Gusikhinsky Licence" means mineral
      licence no. CPT00949HP (SRT00949NR) with the right to conduct detailed
      prospecting and to produce hydrocarbons from the "Kikinsko-Gusikhinsky
      Licensed Area", which licence was granted to Artstroy on May 5, 2005 by
      the Saratov Regional Authority for Subsoil Use of the Russian Federal
      Agency for Subsoil Use and which licence is valid until May 4, 2030;
    

    
      (bb)  "Krasnoarmeisky-2 Licence" means mineral
      licence no. CPT01152HP (SRT01152NR) with the right to conduct detailed
      prospecting and to produce hydrocarbons from the "Krasnoarmeisky-2
      Licensed Area", which licence was granted to Attik-Neft on
      August 20, 2007 by the Saratov Regional Authority for Subsoil Use and
      which licence is valid until August 19, 2032;
    

    
      (cc)  "Langford" means Langford Worldwide Corp., a
      corporation organized under the laws of the British Virgin Islands, that
      holds all of the issues and outstanding shares in the capital of each of
      Bandberg and Covenlina;
    

    
      (dd)  "Langford Shares" means those 50,000 fully
      paid and non-assessable common shares of Langford held by the Vendor,
      being all of the issued and outstanding common shares of Langford;
    

    
      (ee)  "Letter Agreement" means the letter of
      intent between Crown USA and Langford dated March 18, 2008;
    

    
      (ff)  "Liabilities" includes, any direct or
      indirect indebtedness, guaranty, endorsement, claim, loss, damage,
      deficiency, cost, expense, obligation or responsibility, fixed or
      unfixed, known or unknown, asserted choate or inchoate, liquidated or
      unliquidated, secured or unsecured;
    

    
      (gg)  "Losses", in respect of any matter, means
      all claims, demands, proceedings, losses, damages, Liabilities,
      deficiencies, costs and expenses (including, without limitation, all
      legal and other professional fees and disbursements, interest, penalties
      and amounts paid in settlements) arising directly or indirectly as a
      consequence of such matter;
    

    
      (hh)  "Mineral Licences" means, collectively, the
      Tereshkinsky Licence, the Kikinsko-Gusikhinsky Licence and the
      Krasnoarmeisky-2 Licence;
    

    
      
        

        

      

      
        
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      (ii)  "Permitted Encumbrances" means:
    

    
      (i)  liens for taxes, assessments and governmental charges due and being
      contested in good faith and diligently by appropriate proceedings (and
      for the payment of which adequate provision has been made);
    

    
      (ii)  liens for taxes either not due and payable or due, but for which
      notice of assessment has not been given; and
    

    
      (iii)  undetermined or inchoate liens, charges and privileges incidental
      to current construction or current operations and statutory liens,
      charges, adverse claims, security interests or encumbrances of any
      nature whatsoever claimed or held by any governmental authority that
      have not at the time been filed or registered against the title to the
      asset or served upon Langford or any of the Subsidiaries or Crown USA,
      as the case may be, pursuant to law or that relate to obligations not
      due or delinquent;
    

    
      (jj)  "Promissory Note" means a promissory note
      evidencing a debt in the amount of $300,000 together with interest
      computed thereon at the rate of 10% per annum, calculated monthly,
      payable to the Vendor within six (6) months of the Closing Date;
    

    
      (kk)  "Purchase Price" has the meaning ascribed
      thereto in Section 2.2 hereof;
    

    
      (ll)  "Publicly Disclosed by Crown USA" means
      information disclosed by Crown USA in public filings made by it with the
      SEC or otherwise disclosed through a publicly disseminated news release;
    

    
      (mm)  "Regulation S" means Regulation S under the
      Securities Act;
    

    
      (nn)  "RosEuroNeft" means RosEuroNeft LLC, a
      limited liability company organized under the laws of the Russian
      Federation (Main State Registration Number (OGRN): 1077760011064),
      having an office at 125493, Flotskaya 5, Building A, Moscow, Russia;
    

    
      (oo)  "Securities Act" means the Securities Act of
      1933 (United States), as amended from time to time;
    

    
      (pp)  "Subsidiaries" means the direct or indirect,
      wholly-owned subsidiaries of Langford, collectively, Bandberg,
      Covenlina, Crown Russia, RosEuroNeft, Attik, Artrstroy and Attik-Neft, a
      corporate organizational chart of the Langford group is set out in
      Schedule 1.1(pp) attached hereto;
    

    
      (qq)  "SEC" means the United States Securities and
      Exchange Commission;
    

    
      (rr)  "Tereshkinsky Licence" means mineral licence
      no. CPT01000HP (SRT01000NR) with the right to conduct detailed
      geological prospecting and to produce hydrocarbons from the
      "Tereshkinsky Licensed Area", which licence was granted to Attik on
      September 5, 2005 by the Saratov Regional Authority for Subsoil Use and
      which licence is valid until September 4, 2030;
    

    
      (ss)  "Transaction" means the purchase of the
      Langford Shares for the Purchase Price as described in Section 2.1 of
      this Agreement;
    

    
      
        

        

      

      
        
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      (tt)  "U.S. Person" has the meaning ascribed
      thereto in Regulation S under the Securities Act; and
    

    
      (uu)  "Vendor" means Boshoff Holdings Ltd., a
      corporation organized under the laws of the British Virgin Islands, that
      is the sole shareholder of Langford.
    

    
      1.2  Schedules. The following schedules are attached to
      and form part of this Agreement:
    

    
    	
          Schedule 1.1(pp)
        	
          -
        	
          Langford Organizational Chart
        
	
          Schedule 2.3
        	
          -
        	
          Certificate of Non-U.S. Shareholder
        
	
          Schedule 3.1(o)
        	
          -
        	
          Mineral Licences
        
	
          Schedule 3.1(q)(ii)
        	
          -
        	
          Employment Agreements
        
	
          Schedule 3.1(q)(x)
        	
          -
        	
          Licences
        
	
          Schedule 3.1(r)
        	
          -
        	
          Permits
        
	
          Schedule 3.1(s)
        	
          -
        	
          Consents and Approvals
        
	
          Schedule 3.1(aa)
        	
          -
        	
          Non-Arm’s Length Transactions
        


    

    
      1.3  Sections and Headings. The division of this
      Agreement into sections and the insertion of headings are for
      convenience of reference only and shall not affect the interpretation of
      this Agreement.  Unless otherwise indicated, any reference in this
      Agreement to a section or a Schedule refers to the specified section of
      or Schedule to this Agreement.
    

    
      1.4  Number, Gender and Persons. In this Agreement,
      words importing the singular number only shall include the plural and
      vice versa, words importing gender shall include all genders and words
      importing persons shall include individuals, corporations, partnerships,
      associations, trusts, unincorporated organizations, governmental bodies
      and other legal or business entities.
    

    
      1.5  Severability. If any provision of this Agreement
      is determined by a court of competent jurisdiction to be invalid,
      illegal or unenforceable in any respect, such determination shall not
      impair or affect the validity, legality or enforceability of the
      remaining provisions hereof, and each provision is hereby declared to be
      separate, severable and distinct.
    

    
      1.6  Successors and Assigns. This Agreement shall enure
      to the benefit of and shall be binding on and enforceable by the parties
      hereto and, where the context so permits, their respective successors
      and permitted assigns. No party hereto may assign any of its rights or
      obligations hereunder without the prior written consent of the other
      parties.
    

    
      1.7  Amendment and Waivers. No amendment or waiver of
      any provision of this Agreement shall be binding on any party hereto
      unless consented to in writing by such party. No waiver of any provision
      of this Agreement shall constitute a waiver of any other provision, nor
      shall any waiver constitute a continuing waiver unless otherwise
      expressly provided.
    

    
      1.8  Knowledge. The expression "to their knowledge" or
      "knowledge of" in relation to the representations and warranties made in
      Article 3 and Article 4 hereof, as applicable, means to the knowledge of
      the person making such representation and warranty after reasonable
      inquiry.
    

    
      
        

        

      

      
        
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      1.9  Disclosure. References to a matter being disclosed
      in a Schedule hereto or Publicly Disclosed by Crown USA mean that a
      reasonable person would become aware of the matter in question by
      reading the representation and warranty in question and the applicable
      Schedule hereto or Publicly Disclosed by Crown USA, and disclosure of
      any matters in a Schedule hereto or Publicly Disclosed by Crown USA
      against one representation and warranty shall constitute disclosure of
      such matters for the purposes of all the representations and warranties
      in this Agreement.
    

    
      1.10  Currency. Unless otherwise indicated, all dollar
      amounts referred to in this Agreement are expressed in United States
      funds.
    

    
      1.11  Entire Agreement. This Agreement constitutes the
      entire agreement between the parties hereto with respect to the subject
      matter hereof and supersedes all prior agreements, understandings,
      negotiations and discussions, whether written or oral. There are no
      conditions, covenants, agreements, representations, warranties or other
      provisions, express or implied, collateral, statutory or otherwise,
      relating to the subject matter hereof except as herein provided.
    

    
      1.12  Time of Essence. Time shall be of the essence of
      this Agreement.
    

    
      1.13  Applicable Law. This Agreement shall be
      constructed, interpreted and enforced in accordance with, and the
      respective rights and obligations of the parties shall be governed by,
      the laws of the State of Nevada and the federal laws of the United
      States applicable therein without giving effect to any choice or
      conflict of law provision or rule (whether of the State of Nevada or any
      other jurisdiction) that would cause the application of the laws of any
      jurisdiction other than the laws of the State of Nevada and the federal
      laws of the United States applicable therein, and each party hereby
      irrevocably and unconditionally submits and attorns to the exclusive
      jurisdiction of the courts of such province and all courts competent to
      hear appeals therefrom.
    

    
      ARTICLE 2  
PURCHASE OF SHARES
    

    
      2.1  Purchase of Shares.  Subject to the terms and
      conditions of this Agreement, the Vendor does hereby covenant and agree
      to sell, assign and transfer to Crown USA, and Crown USA does hereby
      covenant and agree to purchase from the Vendor all of the Langford
      Shares held by the Vendor.
    

    
      2.2  Purchase Price: The purchase price payable by
      Crown USA to the Vendor for the Langford Shares (the "Purchase
      Price") will be $11,900,000 and will be paid in full by the:
    

    
      (a)  forgiveness of debt in the amount of $6,600,000 owed by Bandberg
      and Covenlina to Crown USA;
    

    
      (b)  the issuance of the Promissory Note to the Vendor; and
    

    
      (c)  allotment and issuance of the Crown USA Shares to the Vendor.  The
      Vendor acknowledges and agrees that the Crown USA Shares are being
      issued pursuant to a safe harbour from the prospectus and registration
      requirements of the Securities Act.  The Vendor agrees to abide by all
      applicable resale restrictions and hold periods imposed by the
      Applicable Securities Legislation.
    

    
      2.3  Non-U.S. Persons. The certificate representing the
      Crown USA Shares issued on Closing to the Vendor will be endorsed with a
      restrictive legend substantially in the same form set out below pursuant
      to the provisions of the Securities Act in order to reflect the fact
      that the Crown USA Shares are restricted securities and will be issued
      to the Vendor pursuant to a safe harbor from the registration
      requirements of the Securities Act:
    

    
      
        

        

      

      
        
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      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE
      TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
      PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
      AS AMENDED (THE "1933 ACT").
    

    
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE
      1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
      (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
      REGULATION S UNDER THE 1933 ACT.
    

    
      The Vendor is a non-U.S. Person and hereby agrees to complete and
      execute a Certificate of Non-U.S. Selling Shareholder in substantially
      the form set out in Schedule 2.3 attached hereto. The Vendor agrees that
      the representations set out in the said certificate, as executed by the
      Vendor will be true and correct as of the Closing Date.
    

    
      2.4  Restricted Shares. The Vendor acknowledges that
      the Crown USA Shares issued pursuant to the terms and conditions set
      forth in this Agreement will have such hold periods as are required
      under Applicable Securities Legislation and as a result may not be sold,
      transferred or otherwise disposed of, except pursuant to an effective
      registration statement under the Securities Act, or pursuant to an
      exemption from, or in a transaction not subject to, the registration
      requirements of the Securities Act and in each case only in accordance
      with all Applicable Securities Legislation. The Vendor agrees that it
      has been given an opportunity to seek and obtain independent legal
      advice as to the resale restrictions applicable in its jurisdiction of
      residence, and under U.S. or other Applicable Securities Legislation
      generally. Crown USA has not undertaken, and will have no obligation, to
      register any of the Crown USA Shares under the Securities Act.
    

    
      2.5  Exemptions. The Vendor acknowledges that Crown USA
      has advised the Vendor that Crown USA is relying on an exemption from
      the prospectus and registration requirements of the Applicable
      Securities Legislation, and, as a consequence, the Vendor will not be
      entitled to certain protections, rights and remedies available under
      Applicable Securities Legislation, including statutory rights of
      rescission or damages, and the Vendor will not receive information that
      would otherwise be required to be provided to the Vendor pursuant to
      Applicable Securities Legislation.
    

    
      2.6  Assumption of Loans. Crown USA hereby acknowledges
      and agrees to assume the obligation for the repayment of the principal
      and interest accrued thereon in respect of certain loans made to Crown
      Russia on or about May 16, 2007 in the aggregate amount of $2.6 million.
    

    
      
        

        

      

      
        
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      ARTICLE 3  
REPRESENTATIONS AND WARRANTIES OF THE
      VENDOR
AND LANGFORD
    

    
      3.1  Each of the Vendor and Langford represents and warrants as follows,
      and acknowledges that Crown USA is relying on the accuracy and
      completeness of each of such representations and warranties in
      connection with the Transaction:
    

    
      (a)  Organization and Good Standing.  Langford is duly
      incorporated, organized, validly subsisting and in good standing under
      the laws of the British Virgin Islands and has the corporate power to
      own or lease its property, to carry on the Business as now being
      conducted by it, to enter into this Agreement and perform its
      obligations hereunder, and is duly qualified as a corporation to do
      business in each jurisdiction in which the nature of the Business or the
      property and assets owned or leased by it makes such qualification
      necessary.  Each of the Subsidiaries is duly incorporated, organized,
      validly subsisting and in good standing under the laws of Cyprus or the
      Russian Federation, as applicable, and has the corporate power to own or
      lease its property, to carry on the Business as now being conducted by
      it and is duly qualified as a corporation to do business in each
      jurisdiction in which the nature of the Business or the property and
      assets owned or leased by it makes such qualification necessary.
    

    
      (b)  Authorization. Langford has the capacity and
      authority to enter into this Agreement and to perform its obligations
      hereunder.  This Agreement has been duly authorized, executed and
      delivered by Langford and is a legal, valid and binding obligation of
      Langford, enforceable against Langford by Crown USA in accordance with
      its terms, except where such enforcement may be limited by bankruptcy,
      insolvency and other laws affecting the rights of creditors generally
      and subject to equitable remedies that may be granted in the discretion
      of a court of competent jurisdiction.
    

    
      (c)  Issued Capital:  
    

    
       (i)  Langford has issued and paid up share capital of $50,000,
      consisting of 50,000 shares which have been duly issued and are
      outstanding as fully-paid and non-assessable.
    

    
      (ii)  Bandberg has issued and paid up share capital of $7,100 consisting
      of 5,000 shares, which have been duly issued and are outstanding as
      fully-paid and non-assessable.
    

    
      (iii)  Covenlina has issued and paid up share capital of $7,000,
      consisting of 5,000 shares, which have been duly issued and are
      outstanding as fully-paid and non-assessable.  
    

    
      (iv)  As of March 12, 2009, Crown Russia has issued and paid up share
      capital of $1,241,900, consisting of two (2) parts, which have been duly
      issued and are outstanding as fully-paid and non-assessable.
    

    
      (v)  As of March 12, 2009, RosEuroNeft has issued and paid up share
      capital of $312,896, consisting of two (2) parts, which have been duly
      issued and are outstanding as fully-paid and non-assessable.
    

    
      
        

        

      

      
        
          - 9 -
        

        
          


        

      

      
        

        

      

    

    
      (vi)  As of March 12, 2009, Attik has issued and paid up share capital
      of $762,037, consisting of one (1) part, which has been duly issued and
      is outstanding as fully-paid and non-assessable.
    

    
      (vii)  As of March 12, 2009, Attik-Neft has issued and paid up share
      capital of $768,872, consisting of one (1) part, which has been duly
      issued and is outstanding as fully-paid and non-assessable.
    

    
      (viii)  As of March 12, 2009, Artstroy has issued and paid up share
      capital of $1,239,022, consisting of one (1) part, which have been duly
      issued and are outstanding as fully-paid and non-assessable.
    

    
      (d)  Ownership of Shares.
    

    
      (i)  The Vendor is the sole registered owner of the Langford Shares,
      with good and marketable title thereto, free and clear of all
      Encumbrances, and all such shares are validly issued as fully paid and
      non-assessable shares and the Vendor is entitled to sell and transfer
      the Langford Shares to Crown USA. Without limiting the generality of the
      foregoing, none of the Langford Shares held by the Vendor are subject to
      any voting trust, shareholder agreement or voting agreement and, upon
      completion of the transactions contemplated by this Agreement, all such
      shares shall be owned by Crown USA as the sole legal and beneficial
      owner, with a good and marketable title thereto, free and clear of all
      Encumbrances.
    

    
      (ii)  Langford is the sole legal and beneficial holder of the issued and
      outstanding shares in the capital of Bandberg and Covenlina. Bandberg
      and Covenlina are the legal and beneficial holders of 49% and 51%,
      respectively, of the issued and outstanding shares in the capital of
      Crown Russia and RosEuroNeft with good and marketable title thereto free
      and clear of all Encumbrances, and all such shares are validly issued as
      fully paid and non-assessable.  
    

    
      (iii)  Crown Russia is the legal and beneficial holder of 100% of the
      issued and outstanding shares in the capital of each of Attik and
      Artstroy, with good and marketable title thereto free and clear of all
      Encumbrances, and all such shares are validly issued as fully paid and
      non-assessable. RosEuroNeft is the legal and beneficial holder of 100%
      of the issued and outstanding shares in the capital of Attik-Neft, with
      good and marketable title thereto free and clear of all Encumbrances,
      and all such shares are validly issued as fully paid and non-assessable.
    

    
      (e)  No Other Agreements to Purchase. No person, firm
      or corporation other than Crown USA has any written or oral agreement,
      arrangement or option or any right or privilege (whether by law,
      pre-emptive or contractual) capable of becoming an agreement,
      arrangement or option for the purchase or acquisition from the Vendor of
      any of the Langford Shares, or for the purchase, acquisition or lease
      from any of the Subsidiaries of any material part of the property or
      assets of any of the Subsidiaries or the Business.
    

    
      (f)  Options. No person, firm or corporation has any
      agreement, arrangement or option or any right or privilege (whether by
      law, pre-emptive or contractual) capable of becoming an agreement,
      arrangement or option, including convertible securities, warrants or
      convertible obligations of any nature, for the purchase, subscription,
      allotment or issuance of any unissued shares or other securities of
      Langford or any of the Subsidiaries. Langford does not directly or
      indirectly have any agreement, arrangement or option or any right or
      privilege (whether by law, pre-emptive or contractual) capable of
      becoming an agreement, arrangement or option, including convertible
      securities, warrants or convertible obligations of any nature, for the
      purchase, subscription, allotment or issuance of any unissued shares or
      other securities of any of the Subsidiaries.
    

    
      
        

        

      

      
        
          - 10 -
        

        
          


        

      

      
        

        

      

    

    
      (g)  Subsidiaries. Except as otherwise disclosed in
      this Agreement, neither Langford nor any of the Subsidiaries own nor
      have any agreement of any nature to acquire, directly or indirectly, any
      shares in the capital of or other equity or proprietary interests in any
      person, firm or corporation, and neither Langford nor any of the
      Subsidiaries has any agreement to acquire or lease any property, assets
      or other business operations from any person, firm or corporation.
    

    
      (h)  No Other Interest of Vendor. Except as described
      herein, the Vendor has no interest, legal or beneficial, direct or
      indirect, in any shares of, options to acquire shares of, or the
      property and assets of any of the Subsidiaries or the Business.
    

    
      (i)  No Other Business.  Neither Langford nor any of
      the Subsidiaries carry on business, and do not have any interest in any
      property or assets, other than the Business.
    

    
      (j)  No Other Indebtedness.  Neither Langford nor any
      of the Subsidiaries has indebtedness or liability, direct or indirect,
      absolute or contingent, matured or unmatured other than any indebtedness
      or liability incurred in the ordinary course of business, which
      indebtedness or liability shall not exceed $11,000,000.
    

    
      (k)  Restrictions on Doing Business.  Neither Langford
      nor any of the Subsidiaries is subject to any legislation, rule or
      regulation or any judgment, order or requirement of any authority which
      is not of general application to persons carrying on business similar to
      the Business. There are no facts or circumstances which could have a
      materially adverse effect on the ability of any of the Subsidiaries to
      continue to operate the Business as presently conducted following the
      Closing Date.
    

    
      (l)  No Violation.  The execution and delivery of this
      Agreement by Langford and the consummation of the Transaction shall not
      result in either:
    

    
      (i)  the breach or violation of any of the provisions of, or constitute
      a default under, or conflict with or cause the acceleration of any
      obligations of Langford or any of the Subsidiaries under:
    

    
      A.  any Contract to which Langford or any of the Subsidiaries is a party
      or by which any of their properties are bound
    

    
      B.  any provision of the constituting documents, by-laws or resolutions
      of the board of directors (or any committee thereof) or shareholder of
      Langford or any of the Subsidiaries;               
    

    
      C.  any judgment, decree, order or award of any court, governmental body
      or arbitrators having jurisdiction over Langford or any of the
      Subsidiaries;
    

    
      
        

        

      

      
        
          - 11 -
        

        
          


        

      

      
        

        

      

    

    
      D.  any licence, permit, approval, consent or authorization held by
      Langford or any of the Subsidiaries or necessary to the ownership of the
      Langford Shares or the property or assets of Langford or any of the
      Subsidiaries or the operation of the Business; and                
    

    
      E.  any applicable law, statute, ordinance, regulation or rule;
    

    
      (ii)  the creation or imposition of any Encumbrance on any of the
      Langford Shares;  
    

    
      (iii)  the creation or imposition of any Encumbrance on any of the
      property or assets of Langford or any of the Subsidiaries; or
    

    
      (iv)  any person, firm or corporation having the right or privilege
      (whether by law, pre-emptive or contractual) to terminate or cancel, or
      amend, modify or change, in any way which is adverse to Langford or any
      of the Subsidiaries, the terms or conditions of any Contract, or result
      in any acceleration of any right or obligation, or in the loss of any
      benefit, right or privilege, of Langford or any of the Subsidiaries
      under any Contract.
    

    
      (m)  Business of the Subsidiaries.  The Business is the
      only business operation carried on by the Subsidiaries, and the property
      and assets owned or leased by the Subsidiaries are sufficient to carry
      on the Business. All of the property and assets owned and used by the
      Subsidiaries are in good operating condition and are in a state of good
      repair and maintenance, subject to wear and tear in the ordinary
      course.       
    

    
      (n)  Title to Personal and Other Property.  The
      property and assets of the Subsidiaries, including, without limitation,
      the Mineral Licences, are owned legally and beneficially by  the
      Subsidiaries, as applicable, as the legal and beneficial owner thereof
      with good and marketable title thereto, free and clear of all
      Encumbrances, other than the Permitted Encumbrances.       
    

    
      (o)  Description of Mineral Licenses. Schedule 3.1(o)
      attached hereto sets out a description of the Mineral Licences.       
    

    
      (p)  Accounts Receivable.  All accounts receivable,
      book debts and other debts due or accruing to Langford or any of the
      Subsidiaries are bona fide, valid and subsisting claims of Langford or
      the Subsidiaries and, subject to an allowance for doubtful accounts that
      has been reflected on the books of Langford or any of the Subsidiaries,
      as applicable, in accordance with GAAP, are collectible without set-off
      or counterclaim.     
    

    
      (q)  Agreements and Commitments.  Neither Langford nor
      any of the Subsidiaries is a party to or bound by any Contract relating
      to the property, assets, business or operations of Langford or the
      Subsidiaries, as applicable, including, without limiting the generality
      of the foregoing:
    

    
      (i)  any continuing Contract for the purchase of materials, supplies,
      equipment or services in excess of in aggregate $9,000,000 in respect of
      all such Contracts;        
    

    
      (ii)  any employment or consulting Contract or any other written
      Contract with any officer, employee or consultant of Langford or any of
      the Subsidiaries, except as previously disclosed to Crown USA or as set
      out in Schedule 3.1(q)(ii) attached hereto;         
    

    
      
        

        

      

      
        
          - 12 -
        

        
          


        

      

      
        

        

      

    

    
      (iii)  medical, dental, hospitalization, or health insurance or similar
      plan or agreement providing benefits to any current or former. director,
      officer, employee or consultant of Langford or any of the
      Subsidiaries;          
    

    
      (iv)  any trust indenture, mortgage, promissory note, loan agreement,
      guarantee or other Contract for the borrowing of money or a leasing
      transaction of the type required to be capitalized in accordance with
      GAAP, except as previously disclosed to Crown USA;           
    

    
      (v)  any commitment for charitable contributions;          
    

    
      (vi)  any Contract for capital expenditures in excess of  in the
      aggregate $8,850,000;     
    

    
      (vii)  any Contract for the sale of any assets of Langford or any of the
      Subsidiaries, other than sales of inventory to customers in the ordinary
      course of business consistent with past practice; 
    

    
      (viii)  any Contract pursuant to which Langford or any of the
      Subsidiaries is a lessor of any machinery, equipment, motor vehicles,
      office furniture, fixtures or other personal property;         
    

    
      (ix)  any confidentiality or non-disclosure Contract (whether Langford
      or any of the Subsidiaries is a beneficiary or obligor thereunder)
      relating to any proprietary or confidential information or any
      non-competition or similar Contract;           
    

    
      (x)  any licence, franchise or other agreement that relates in whole or
      in part to any Intellectual Property, except as set out in Schedule
      3.1(q)(x) attached hereto;          
    

    
      (xi)  any agreement of guarantee, support, indemnification, assumption
      or endorsement of, or any other similar commitment with respect to, the
      obligations, liabilities (whether accrued, absolute, contingent or
      otherwise) or indebtedness of any other person (except for cheques
      endorsed for collection); or         
    

    
      (xii)  any Contract entered into by Langford or any of the Subsidiaries
      other than in the ordinary course of business consistent with past
      practice.
    

    
      Langford and each of the Subsidiaries has performed all of the
      obligations required to be performed by it and is entitled to all
      benefits under, and is not in default or alleged to be in default in
      respect of, any Contract relating to the Business to which it is a party
      or by which it is or its property or assets are bound; all such
      Contracts are in good standing and in full force and effect, and no
      event, condition or occurrence exists that, after notice or lapse of
      time or both, would constitute a default under any of the foregoing.
    

    
      (r)  Compliance with Laws; Governmental Authorization.  Langford
      and each of the Subsidiaries have complied with all laws, statutes,
      ordinances, regulations, rules, judgments, decrees or orders applicable
      to the Business, Langford or each the Subsidiaries or its property or
      assets (the "Permits"), a description of which Permits is
      set out in Schedule 3.1(r) attached hereto.  Each Permit is valid,
      subsisting and in good standing and neither Langford nor any of the
      Subsidiaries, as applicable, is in any material default or breach of any
      Permit and no proceeding is pending or threatened to revoke or limit any
      Permit.
    

    
      
        

        

      

      
        
          - 13 -
        

        
          


        

      

      
        

        

      

    

    
      (s)  Consents and Approvals. Except as set out in
      Schedule 3.1(s) attached hereto, there is no requirement to make any
      filing with, give any notice to or obtain any licence, permit,
      certificate, registration, authorization, consent or approval of, any
      governmental or regulatory authority as a condition to the lawful
      consummation of the transactions contemplated by this Agreement. There
      is no requirement under any Contract relating to the Business or
      Langford or any of the Subsidiaries to which Langford or any of the
      Subsidiaries is a party or by which any of them is bound to give any
      notice to, or to obtain the consent or approval of, any party to such
      agreement, instrument or commitment relating to the consummation of the
      transactions contemplated by this Agreement.
    

    
      (t)  Financial Statements.  The Financial Statements of
      Langford and the Subsidiaries have been prepared in accordance with
      GAAP, applied on a basis consistent with prior periods, are correct and
      complete and present fairly the assets, liabilities (whether accrued,
      absolute, contingent or otherwise) and financial condition of Langford
      and the Subsidiaries as at their respective dates for the respective
      periods covered by the Financial Statements of Langford and the
      Subsidiaries.
    

    
      (u)  Books and Records.  The books and records of
      Langford and the Subsidiaries fairly and correctly set out and disclose
      in accordance with GAAP the financial position of Langford and the
      Subsidiaries as at the date of such books and records and all financial
      transactions of Langford and the Subsidiaries have been accurately
      recorded in such books and records.
    

    
      (v)  Absence of Changes.  Since December 31, 2007,
      Langford and each of the Subsidiaries have carried on the Business and
      conducted its operations and affairs only in the ordinary and normal
      course consistent with past practice and there has not been:
    

    
      (i)  any material adverse change in the condition (financial or
      otherwise), assets, liabilities, operations, earnings, business or
      prospects of Langford or any of the Subsidiaries;          
    

    
      (ii)  any damage, destruction or loss (whether or not covered by
      insurance) affecting the property or assets of Langford or any of the
      Subsidiaries;        
    

    
      (iii)  any obligation or liability (whether absolute, accrued,
      contingent or otherwise, and whether due or to become due) incurred by
      Langford or any of the Subsidiaries, other than those incurred in the
      ordinary and normal course and consistent with past practice;         
    

    
      (iv)  any payment, discharge or satisfaction of any Encumbrance,
      liability or obligation of Langford or any of the Subsidiaries (whether
      absolute, accrued, contingent or otherwise, and whether due or to become
      due), other than payment of accounts payable and tax liabilities
      incurred in the ordinary course of business consistent with past
      practice;
    

    
      
        

        

      

      
        
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      (v)  any declaration, setting aside or payment of any dividend or other
      distribution with respect to any shares in the capital of Langford or
      any of the Subsidiaries or any direct or indirect redemption, purchase
      or other acquisition of any such shares;          
    

    
      (vi)  any issuance or sale by Langford or any of the Subsidiaries, or
      any Contract entered into by Langford or any of the Subsidiaries, for
      the issuance or sale by Langford or any of the Subsidiaries of any
      shares in the capital of or securities convertible into or exercisable
      for shares in the capital of Langford or any of the
      Subsidiaries;         
    

    
      (vii)  any licence, sale, assignment, transfer, disposition, pledge,
      mortgage or granting of a security interest or other Encumbrance (other
      than Permitted Encumbrances) on or over any property or assets of either
      Langford or any of the Subsidiaries, other than in the ordinary and
      normal course of business consistent with past practice;        
    

    
      (viii)  any write-off as uncollectible of any accounts or notes
      receivable or any portion thereof of Langford or any of the Subsidiaries
      in amounts exceeding $25,000 in the aggregate;          
    

    
      (ix)  any cancellation of any debts or claims or any amendment,
      termination or waiver of any rights of value to Langford or any of the
      Subsidiaries in amounts exceeding $10,000 in each instance or
      $25,000 in the aggregate;           
    

    
      (x)  any general increase in the compensation of employees of Langford
      or any of the Subsidiaries (including, without limitation, any increase
      pursuant to any employee plan or commitment), or any increase in any
      such compensation or bonus payable to any officer, employee, consultant
      or agent thereof (having an annual salary or remuneration in excess of
      $50,000) or the execution of any employment contract with any
      officer or employee (having an annual salary or remuneration in excess
      of $50,000), or the making of any loan to, or engagement in any
      transaction with, any employee, officer or director of Langford or any
      of the Subsidiaries or any commitment, undertaking or promise to do any
      of the foregoing;         
    

    
      (xi)  any change in the accounting or tax practices followed by Langford
      or any of the Subsidiaries;         
    

    
      (xii)  any change adopted by Langford or any of the Subsidiaries in
      their depreciation or amortization policies or rates; or        
    

    
      (xiii)  any change in the credit terms offered to customers of, or by
      suppliers to, Langford or any of the Subsidiaries.
    

    
      (w)  Taxes.  Langford and each of the Subsidiaries have
      duly filed on a timely basis all tax returns required to be filed by it
      and each of Langford and the Subsidiaries has paid all taxes that are
      due and payable, and all assessments, governmental charges, penalties,
      interest and fines due and payable by it and has made adequate provision
      for taxes payable by it for the current period and any previous period
      for which tax returns are not yet required to be filed. There are no
      actions, suits, proceedings, investigations or claims pending or
      threatened against, Langford or any of the Subsidiaries in respect of
      taxes, governmental charges or assessments, nor are any matters under
      discussion with any governmental authority relating to taxes,
      governmental charges or assessments asserted by any such authority in
      the Russian Federation, Cyprus or the British Virgin Islands.  Each of
      Langford and the Subsidiaries has withheld from each payment made to any
      of its past or present employees, officers or directors, and to any
      non-resident of Cyprus or the Russian Federation, as applicable, the
      amount of all taxes and other deductions required to be withheld
      therefrom and has paid the same to the proper tax or other receiving
      officers within the time required under any applicable
      legislation.  Each of Langford and the Subsidiaries has remitted to the
      appropriate tax authority when required by law to do so all amounts
      collected by it.
    

    
      
        

        

      

      
        
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      (x)  Litigation. There are no actions, suits or
      proceedings (whether or not purportedly on behalf of Langford or any of
      the Subsidiaries) pending or, to the knowledge of Langford, threatened
      against or affecting, either Langford or any of the Subsidiaries at law
      or in equity, or before or by any federal, state, provincial, municipal
      or other governmental department, court, commission, board, bureau,
      agency or instrumentality, domestic or foreign, or by or before an
      arbitrator or arbitration board.  Langford is not aware of any ground on
      which any such action, suit or proceeding might be commenced with any
      reasonable likelihood of success.
    

    
      (y)  No Judgments. There are no outstanding judgments,
      decrees, orders, rulings or injunctions of any court or regulatory body
      with respect to Langford or any of the Subsidiaries or the Business
      which might have a materially adverse effect on the Business or the
      value of the Langford Shares.
    

    
      (z)  Dividends. Since December 31, 2007, Langford has
      not, directly or indirectly, declared or paid any dividends or declared
      or made any other distribution on any of its shares of any class, or
      securities convertible into shares of any class, and Langford has not,
      directly or indirectly, redeemed, purchased or otherwise acquired any of
      its outstanding shares of any class, or securities convertible into
      shares of any class, or agreed to do so.
    

    
      (aa)  Non-Arm’s Length Transactions. Except as
      set out in Schedule 3.1(aa) attached hereto, neither Langford nor any of
      the Subsidiaries has, since December 31, 2007, made any payment or loan
      to, or borrowed any moneys from or is otherwise indebted to, any
      officer, director, employee, shareholder or any other person not dealing
      at arm’s length with either Langford or any of the Subsidiaries (within
      the meaning of the Code), except for usual employee reimbursements and
      compensation paid in the ordinary and normal course of business
      consistent with past practice. Except for Contracts of employment and
      employee plans, neither Langford nor any of the Subsidiaries is a party
      to any Contract with any officer, director, employee, shareholder or any
      other person not dealing at arm’s length with Langford or any of the
      Subsidiaries (within the meaning of the Code). No officer, director,
      employee or shareholder of Langford or any of the Subsidiaries and no
      entity that is an Affiliate or Associate of one or more of such
      individuals:
    

    
      (i)  owns, directly or indirectly, any interest in (except for shares
      representing less than one per cent of the outstanding shares of any
      class or series of any publicly traded company), or is an officer,
      director, employee or consultant of, any person which is, or is engaged
      in business as, a competitor of the Business or of Langford or any of
      the Subsidiaries or a lessor, lessee, supplier, distributor, sales agent
      or customer of the Business or of Langford or any of the
      Subsidiaries;          
    

    
      
        

        

      

      
        
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      (ii)  owns, directly or indirectly, in whole or in part, any property or
      assets that either Langford or any of the Subsidiaries uses in the
      operation of the Business; or         
    

    
      (iii)  has any cause of action or other claim whatsoever against, or
      owes any amount to, Langford or any of the Subsidiaries in connection
      with the Business, except for any liabilities reflected in the Annual
      Financial Statements of Langford and claims in the ordinary and normal
      course of business, such as for accrued vacation pay and accrued
      benefits under the employee plans.
    

    
      (bb)  Access to Documents.  The documents forwarded by
      Langford to Crown USA in order to provide disclosure respecting the sale
      of the Langford Shares and in respect of the Business contain, or make
      reference to, all information which Langford reasonably considers to be
      material to the Langford Shares, the Business, Langford and the
      Subsidiaries, with the information current as of the date set out on
      such document, and Crown USA has been given access to all such documents.
    

    
      (cc)  Corporate Records. The corporate records and
      minute books of Langford and each of the  Subsidiaries contain complete
      and accurate minutes of all meetings of directors and shareholders held
      since the date of incorporation and all such meetings were duly called
      and held. The share certificates, registers of shareholders, registers
      of transfers and registers of directors of Langford and the Subsidiaries
      are complete and accurate in all material respects.
    

    
      (dd)  Full Disclosure. Neither this Agreement nor any
      document to be delivered pursuant to this Agreement by Langford or the
      Subsidiaries nor any certificate, report, statement or other document
      furnished by Langford or the Subsidiaries in connection with the
      negotiation of this Agreement contains or shall contain any untrue
      statement of a material fact or omits or shall omit to state a material
      fact necessary to make the statements contained herein or therein not
      misleading. There has been no event, transaction, fact or information
      that has come to the attention of Langford or the Subsidiaries that has
      not been disclosed to Crown USA in writing that could reasonably be
      expected to have a material adverse effect on the assets, Business,
      earnings, prospects, properties or condition (financial or otherwise) of
      Langford or any of the Subsidiaries or the value of the Langford Shares.
    

    
      ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE VENDOR
    

    
      4.1  The Vendor represents and warrants as follows, and acknowledges
      that Crown USA is relying on the accuracy and completeness of each of
      such representations and warranties in connection with the Transaction:
    

    
      (a)  Organization and Good Standing. The Vendor is duly
      incorporated, organized, validly existing and in good standing under the
      laws of the British Virgin Islands and has the requisite corporate power
      and authority to enter into this Agreement and to perform its
      obligations hereunder.
    

    
      (b)  Authorization. The Vendor has all requisite
      corporate power and authority to execute and deliver this Agreement and
      any other document contemplated by this Agreement to be signed by the
      Vendor and to perform its obligations hereunder and to consummate the
      Transaction.  The execution and delivery of this Agreement and the
      consummation of the Transaction has been duly authorized by the Vendor’s
      board of directors.
    

    
      
        

        

      

      
        
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      (c)  Binding Obligation. This Agreement is a legal,
      valid and binding obligation of the Vendor, enforceable against the
      Vendor by Crown USA in accordance with its terms, except where such
      enforcement may be limited by bankruptcy, insolvency and other laws
      affecting the rights of creditors generally and subject to equitable
      remedies that may be granted in the discretion of a court of competent
      jurisdiction.
    

    
      (d)  Securities Regulations. With respect to the
      receipt of the Crown USA Shares, the Vendor represents and warrants to
      Crown USA that:
    

    
      (i)  the Vendor is not a U.S. Person and is not acquiring the Crown USA
      Shares for the account or benefit of, directly or indirectly, any U.S.
      Person;
    

    
      (ii)  the Vendor is outside the United States when receiving and
      executing this Agreement;
    

    
      (iii)  the Vendor understands that the Crown USA Shares have not been
      registered under the Securities Act, or under any state securities or
      "blue sky" laws or any state or the United States, and, unless so
      registered, may not be offered or sold in the United States or, directly
      or indirectly, to U.S. Persons, except in accordance with the provisions
      of Regulation S, pursuant to an effective registration statement under
      the Securities Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the
      Securities Act and in each case only in accordance with any applicable
      securities laws; and
    

    
      (iv)  the Vendor is acquiring the Crown USA Shares for investment only
      and not with a view to resale or distribution and, in particular, the
      Vendor has no intention to distribute either directly or indirectly any
      of the Crown USA Shares in the United States or to U.S. Persons, except
      in compliance with the registration provisions of the Securities Act or
      an exemption therefrom.
    

    
      ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF CROWN USA
    

    
      5.1  Crown USA represents and warrants to the Vendor as follows, and
      acknowledges and confirms that the Vendor is relying upon the accuracy
      of each of such representations and warranties in connection with the
      sale by the Vendor of the Langford Shares and the completion of the
      other transactions hereunder:
    

    
      (a)  Organization and Good Standing. Crown USA is duly
      incorporated and organized and validly existing and in good standing
      under the laws of the State of Nevada and has the corporate power and
      authority to enter into this Agreement and to perform its obligations
      hereunder. Except as Publicly Disclosed by Crown USA, Crown USA is duly
      qualified as a corporation to do business in each jurisdiction in which
      the nature of the Business of Crown USA or the property and assets owned
      or leased by it makes such qualification necessary.
    

    
       (b)  Authorization. Crown USA has all requisite
      corporate power and authority to execute and deliver this Agreement and
      any other document contemplated by this Agreement to be signed by Crown
      USA (the "Crown USA Documents") and to perform its
      obligations hereunder and to consummate the Transaction. The execution
      and delivery of each of the Crown USA Documents and the consummation by
      Crown USA of the Transaction has been duly authorized by Crown USA’s
      board of directors. This Agreement is a legal, valid and binding
      obligation of Crown USA, enforceable against Crown USA by the Vendor in
      accordance with its terms, except where such enforcement may be limited
      by bankruptcy, insolvency and other laws affecting the rights of
      creditors generally and subject to equitable remedies that may be
      granted in the discretion of a court of competent jurisdiction.
    

    
      
        

        

      

      
        
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      (c)  No Other Agreements to Purchase. Except as
      Publicly Disclosed by Crown USA, no person, firm or corporation other
      than the Vendor has any written or oral agreement or option or any right
      or privilege (whether by law, pre-emptive or contractual) capable of
      becoming an agreement or option for the purchase or acquisition from
      Crown USA of any of the shares of the common stock of Crown USA.
    

    
      (d)  Authorized and Issued Capital. The authorized
      capital of Crown USA consists of 900,000,000 shares of common stock, of
      which 31,422,800 shares have been duly issued and are outstanding as
      fully paid and non-assessable.
    

    
      (e)  Validity of Shares.  The Crown USA Shares to be
      issued to the Vendor upon consummation of the Transaction in accordance
      with this Agreement will, upon issuance, have been duly and validly
      authorized and, when so issued in accordance with the terms of this
      Agreement, will be duly and validly issued, fully paid and
      non-assessable.
    

    
      (f)  Options. Except as Publicly Disclosed by Crown
      USA, no person, firm or corporation has any agreement or option or any
      right or privilege (whether by law, pre-emptive or contractual) capable
      of becoming an agreement or option, including convertible securities,
      warrants or convertible obligations of any nature, for the purchase,
      subscription, allotment or issuance of any unissued shares or other
      securities of Crown USA.
    

    
      (g)  No Violation. The execution and delivery of this
      Agreement by Crown USA and the consummation of the transactions herein
      provided for shall not result in either:
    

    
      (i)  the breach or violation of any of the provisions of, or constitute
      a default under, or conflict with or cause the acceleration of any
      obligation of Crown USA under:
    

    
      A.  any Contract to which Crown USA is a party or by which it is
      bound;                
    

    
      B.  any provision of the constating documents, by-laws or resolutions of
      the board of directors (or any committee thereof) or shareholder of
      Crown USA;                
    

    
      C.  any judgment, decree, order or award of any court, governmental body
      or arbitrator having jurisdiction over Crown USA;                
    

    
      D.  any licence, permit, approval, consent or authorization held by
      Crown USA or necessary to the operation of the Business of Crown USA;
      or                
    

    
      E.  any applicable law, statute, ordinance, regulation or rule; or
    

    
      
        

        

      

      
        
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      (ii)  the creation or imposition of any Encumbrance on any of the share
      capital or any of the property or assets of Crown USA.
    

    
      ARTICLE 6
ADDITIONAL COVENANTS OF THE PARTIES
    

    
      6.1  Access to Records. Upon request by Crown USA, the
      Vendor and Langford shall forthwith provide access to Crown USA and its
      authorized representatives and, if requested by Crown USA, provide a
      copy to Crown USA of, all title documents, Contracts, Financial
      Statements, minute books, share certificates books, share registers,
      plans, reports, licences, orders, permits, books of account, accounting
      records, constituting documents and all other documents, information or
      data relating to the Vendor, Langford, the Subsidiaries and the Business.
    

    
      6.2  Delivery of Books and Records. At Closing there
      shall be delivered to Crown USA, by the Vendor and Langford, all of the
      books and records of and relating to Langford, the Subsidiaries and the
      Business.
    

    
      6.3  Conduct Prior to Closing. Without in any way
      limiting any other obligations of Langford and the Vendor hereunder,
      during the period from the date hereof to Closing:
    

    
      (a)  Conduct Business in the Ordinary Course. Langford
      shall cause the Subsidiaries to conduct, and the Subsidiaries shall
      conduct, the Business and the operations and affairs of the Subsidiaries
      only in the ordinary and normal course of business consistent with past
      practice, and the Subsidiaries shall not, without the prior written
      consent of Crown USA, enter into any transaction or refrain from doing
      any action that, if effected before the date of this Agreement, would
      constitute a breach of any representation, warranty, covenant or other
      obligation of Langford or the Subsidiaries contained herein, and
      provided further that Langford and the Subsidiaries shall not enter into
      any material supply arrangements relating to any of the Subsidiaries or
      make any material decisions or enter into any material Contracts with
      respect to any of the Subsidiaries without the consent of Crown USA,
      which consent shall not be unreasonably withheld or delayed;
    

    
      (b)  Discharge Liabilities. Langford shall cause the
      Subsidiaries to pay and discharge, and the Subsidiaries shall pay and
      discharge, the liabilities of the Subsidiaries in the ordinary course in
      accordance and consistent with the previous practice of the
      Subsidiaries, except those contested in good faith by the Subsidiaries;
    

    
      (c)  Corporate Action. Langford shall use its
      reasonable best efforts to take and cause the Subsidiaries to take and
      the Subsidiaries shall use their best efforts to take, all necessary
      corporate action, steps and proceedings to approve or authorize, validly
      and effectively, the execution and delivery of this Agreement and the
      other agreements and documents contemplated hereby and to complete the
      transfer of the Langford Shares to Crown USA and to cause all necessary
      meetings of directors and shareholders of Langford and the Subsidiaries
      to be held for such purpose; and
    

    
      (d)  Best Efforts. Langford shall use its reasonable
      best efforts to satisfy and cause  the Subsidiaries to satisfy, and the
      Subsidiaries shall use their best efforts to satisfy, the conditions
      contained in Section 8.1 hereof which are under their control.
    

    
      6.4  Conduct Prior to Closing. Without in any way
      limiting any other obligations of Crown USA hereunder, during the period
      from the date hereof to Closing:
    

    
      
        

        

      

      
        
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      (a)  Corporate Action. Crown USA shall use its
      reasonable best efforts to take all necessary corporate action, steps
      and proceedings to approve or authorize, validly and effectively, the
      execution and delivery of this Agreement and the other agreements and
      documents contemplated hereby and to complete the issuance of the Crown
      USA Shares pursuant to Section 2.2 hereof to Langford and to cause all
      necessary meetings of directors and, if required, shareholders of Crown
      USA to be held for such purpose; and
    

    
      (b)  Best Efforts. Crown USA shall use its reasonable
      best efforts to satisfy the conditions contained in Section 8.2 hereof
      which are under its control.
    

    
      6.5  Negative Covenants of Langford. Except as
      otherwise specifically contemplated by this Agreement or consented to in
      writing by Crown USA (such consent not to be unreasonably withheld),
      from the date of this Agreement until Closing, Langford shall not, and
      shall cause the Subsidiaries not to, permit the occurrence of any of the
      following events:
    

    
      (a)  any capital expenditures other than capital expenditures not
      exceeding $50,000 in the ordinary course of business consistent with
      past practice;
    

    
      (b)  the taking of any action that would, or would reasonably be
      expected to, render any representation or warranty made by it in this
      Agreement untrue or incorrect in any material respect on the Closing
      Date as if then made;
    

    
      (c)  repay any shareholder loans or indebtedness, or interest or premium
      thereon, to Langford or otherwise amend their terms;
    

    
      (d)  the alteration of any of the provisions of the constituting
      documents of Langford or any of the Subsidiaries;
    

    
      (e)  Langford or any of the Subsidiaries declaring or paying any
      dividend or making any other distribution on any of its shares of any
      class, or resolving to reduce its share capital in any way or
      repurchasing, redeeming or otherwise acquiring any of its shares;
    

    
      (f)  Langford or any of the Subsidiaries making an allotment of, or
      issuing or granting an option to subscribe for, any of its shares, or
      agreeing to make such an allotment or to issue such shares or to grant
      such an option or issuing or agreeing to issue convertible securities;
    

    
      (g)  Langford or any of the Subsidiaries purchasing, selling,
      transferring or otherwise disposing, or agreeing to purchase, sell,
      transfer or otherwise dispose of, any assets or property forming part of
      the Business other than in the ordinary course of business consistent
      with past practice;
    

    
      (h)  Langford or any of the Subsidiaries incurring or becoming liable
      for or in respect of borrowed money or becoming liable (either directly
      or by way of guarantee) in respect of obligations of any other person;
    

    
      (i)  Langford or any of the Subsidiaries entering into any agreement or
      transaction which would result in any Encumbrance, other than a
      Permitted Encumbrance, on any assets of the Business other than in the
      ordinary course of business;
    

    
      
        

        

      

      
        
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      (j)  Langford or any of the Subsidiaries entering into, extending,
      renewing or modifying or agreeing to enter into, extend, renew or modify
      any agreement in respect of the Business except in the ordinary course
      of business;
    

    
      (k)  Langford or any of the Subsidiaries resolving that it would be
      wound up;
    

    
      (l)  the appointment of a liquidator, receiver or trustee in bankruptcy
      for Langford or any of the Subsidiaries or in relation to the assets of
      the Business, or the making of an order by a court for the winding-up or
      dissolution of Langford or any of the Subsidiaries;
    

    
      (m)  the establishment, adoption, entering into, making or amendment of
      any bonus, profit sharing, compensation, stock option, stock ownership,
      stock compensation, pension, retirement, deferred compensation,
      employment, termination, severance or other plan, agreement, trust fund,
      policy or arrangement for the benefit of any directors, officers or
      employees of Langford or any of the Subsidiaries;
    

    
      (n)  any other change implemented by Langford or any of the Subsidiaries
      in the business affairs of the Business which is material1y adverse,
      other than any change in general business conditions or any change in
      the markets or prices for the principal products of the Business; or
    

    
      (o)  the entering into or modifying of any Contract, agreement,
      commitment or arrangement with respect to any of the matters set out in
      this Section 6.5.
    

    
      ARTICLE 7  
SURVIVAL OF COVENANTS, REPRESENTATIONS
      AND WARRANTIES
    

    
      7.1  Survival of Covenants, Representations and Warranties
      of the Vendor and Langford.  To the extent that they have not been
      fully performed at or prior to Closing, the covenants, representations
      and warranties of the Vendor and Langford contained in this Agreement
      and any agreement, instrument, certificate or other document executed or
      delivered pursuant hereto shall survive the closing of the transactions
      contemplated hereby until the third anniversary of the Closing Date and,
      notwithstanding such closing, nor any investigation made by or on behalf
      of Crown USA, shall continue in full force and effect for the benefit of
      Crown USA during such period, except that:
    

    
      (a)  the representations and warranties set out in subsections 3.1(a),
      (b) (c), (d), (e), (f), (g) and (h) hereof (and the corresponding
      representations and warranties set out in the certificates to be
      delivered pursuant to Sections 8.1(a) and 8.2(a) hereof (the "Closing
      Certificates")) shall survive and continue in full force and effect
      without limitation of time;
    

    
      (b)  the representations and warranties set out in Section 3.1(x) hereof
      (and the corresponding representations and warranties set out in the
      Closing Certificates) shall survive the closing of the transactions
      contemplated hereby and continue in full force and effect until, but not
      beyond, the expiration of the period, if any, during which an
      assessment, reassessment or other form of recognized document assessing
      liability for tax, interest or penalties under applicable tax
      legislation in respect of any taxation year to which such
      representations and warranties extend could be issued under such tax
      legislation to Langford or any of the Subsidiaries provided neither
      Langford nor any of the Subsidiaries filed any waiver or other document
      extending such period; and
    

    
      
        

        

      

      
        
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      (c)  a claim for any breach of any of the representations and warranties
      contained in this Agreement or in any agreement, instrument, certificate
      or other document executed or delivered pursuant hereto involving fraud
      or fraudulent misrepresentation may be made at any time following the
      Closing Date, subject only to applicable limitation periods imposed by
      law.
    

    
      7.2  Survival of the Covenants, Representations and
      Warranties of Crown USA. To the extent that they have not been fully
      performed at or prior to Closing, the covenants, representations and
      warranties of Crown USA contained in this Agreement shall survive the
      closing of the transactions contemplated hereby until the second
      anniversary of the Closing Date.
    

    
      ARTICLE 8
CONDITIONS OF CLOSING
    

    
      8.1  Conditions of Closing in Favour of Crown USA. The
      obligation of Crown USA to consummate the Transaction is subject to the
      satisfaction or waiver of the conditions set forth below on or before
      the Closing Date.  The Closing will be deemed to mean the satisfaction
      or waiver of all conditions to Closing.  These conditions of Closing are
      for the exclusive benefit of Crown USA and may be waived by Crown USA in
      its sole discretion.
    

    
      (a)  Representations and Warranties. The
      representations and warranties of the Vendor and Langford contained in
      this Agreement shall be true and correct in all respects at Closing,
      with the same force and effect as if such representations and warranties
      were made at and as of such time, and the Vendor and Langford shall have
      delivered to Crown USA certificates of the Vendor and Langford dated as
      of the Closing Date to the effect that the representations and
      warranties made by the Vendor and Langford in this Agreement are true
      and correct, such certificate to be in form and substance satisfactory
      to Crown USA, acting reasonably;
    

    
      (b)  Covenants. All of the covenants, obligations and
      conditions of this Agreement to be complied with or performed by the
      Vendor and Langford at or before Closing shall have been complied with
      or performed and certificates of the Vendor and Langford dated as of the
      Closing Date to that effect shall have been delivered to Crown USA, such
      certificates to be in form and substance satisfactory to Crown USA,
      acting reasonably.  The Vendor and Langford shall have delivered each of
      the documents required to be delivered by them pursuant to this
      Agreement.
    

    
      (c)  Material Adverse Change. There shall have been no
      material adverse changes in the condition (financial or otherwise),
      assets, Liabilities, operations, earnings, business or prospects of
      Langford or any of the Subsidiaries since the date of the Interim
      Financial Statements of Langford or any of the Subsidiaries;
    

    
      (d)  Financial Statements. Langford shall have
      delivered to Crown USA audited financial statements in accordance with
      GAAP for the year ended December 31, 2007, as audited by a member of the
      Public Company Accounting Oversight Board and unaudited but auditor
      reviewed financial statements for the interim period ended September 30,
      2008 and the comparative period ended September 30, 2007;
    

    
      (e)  Outstanding Shares. Langford will have 50,000
      shares of Langford common stock issued and outstanding on the Closing
      Date;
    

    
      
        

        

      

      
        
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      (f)  No Action or Proceeding. No legal or regulatory
      action, suit or proceeding shall be pending or threatened by any person,
      firm or corporation to enjoin, restrict or prohibit the purchase and
      sale of the Langford Shares contemplated hereby; and
    

    
      (g)  No Violations of Laws. No law, ruling, order or
      decree is in force, and no action has been taken under any law or by any
      governmental authority that: (i) makes it illegal or otherwise, directly
      or indirectly, restrains, enjoins or prohibits the completion of the
      Transaction; (ii) results in a judgment or assessment of damages,
      directly or indirectly, relating to the Transaction that would have a
      material adverse effect on Crown USA or the value of the Langford
      Shares; or (iii) would impose any condition or restriction that, after
      giving effect to the Transaction, would have a material adverse effect
      on Crown USA or the value of the Langford Shares.
    

    
      If any of the conditions contained in this Section 8.1 shall not have
      been performed or fulfilled at or prior to Closing to the satisfaction
      of Crown USA, acting reasonably, Crown USA may, by notice to Langford,
      terminate this Agreement and the obligations of Crown USA under this
      Agreement, other than the obligations contained in Sections 12.1, 12.4
      and 12.5 hereof shall be terminated; provided, that Crown USA may also
      bring an action pursuant to Article 10 against the Vendor and Langford
      for damages suffered by Crown USA where the non-performance or
      non-fulfillment of the relevant condition is as a result of a breach of
      covenant, representation or warranty by or caused by the Vendor or
      Langford. Any such condition may be waived in writing in whole or in
      part by Langford without prejudice to any claims it may have for breach
      of any covenant, representation or warranty.
    

    
      8.2  Conditions of Closing in Favour of the Vendor and
      Langford. The obligation of the Vendor and Langford to consummate
      the Transaction is subject to the satisfaction or waiver of the
      following terms and conditions for the exclusive benefit of the Vendor
      and Langford, to be fulfilled or performed at or prior to Closing:
    

    
      (a)  Representations and Warranties. The
      representations and warranties of Crown USA contained in this Agreement
      shall be true and correct at Closing, with the same force and effect as
      if such representations and warranties were made at and as of such time,
      and a certificate of the President of Crown USA in his capacity as an
      officer dated the Closing Date to that effect shall have been delivered
      to Langford, such certificate to be in form and substance satisfactory
      to the Vendor, acting reasonably;
    

    
      (b)  Covenants. All of the terms, covenants and
      conditions of this Agreement to be complied with or performed by Crown
      USA at or before Closing shall have been complied with or performed and
      a certificate of the President of Crown USA in his capacity as an
      officer dated the Closing Date to that effect shall have been delivered
      to the Vendor, such certificate to be in form and substance satisfactory
      to Langford, acting reasonably;
    

    
      (c)  Board of Directors of Crown USA.  At Closing, the
      board of directors of Crown USA will consist of three directors, one of
      whom will be nominated by the Vendor and two of whom will be nominated
      by Crown USA;
    

    
      (d)  Management of Crown USA.  Crown USA will have
      appointed Stanislav Bogomolov as Chief Operations Officer;
    

    
      (e)  Cancellation of Restricted Stock.  The 88,000,000
      restricted Crown USA Shares held by the President of Crown USA will have
      been surrendered for cancellation to the treasury of Crown USA; and
    

    
      
        

        

      

      
        
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      (f)  Outstanding Shares. On Closing and except as
      contemplated in this Agreement, Crown USA will have 36,422,800 shares of
      common stock issued and outstanding.
    

    
      If any of the conditions contained in this Section 8.2 shall not have
      been performed or fulfilled at or prior to Closing to the satisfaction
      of the Vendor, acting reasonably, the Vendor may, by notice to Crown
      USA, terminate this Agreement and the obligations of the Vendor under
      this Agreement, other than the obligations contained in Sections 12.1,
      12.4 and 12.5 hereof shall be terminated, provided that the Vendor may
      also bring an action pursuant to Article 10 against Langford for damages
      suffered by the Vendor where the non-performance or non-fulfillment of
      the relevant condition is as a result of a breach of covenant,
      representation or warranty by or caused by Crown USA. Any such condition
      may be waived in writing in whole or in part by the Vendor without
      prejudice to any claims it may have for breach of any covenant,
      representation or warranty.
    

    
      ARTICLE 9
CLOSING ARRANGEMENTS
    

    
      9.1  Place of Closing. The Closing shall take place at
      Crown USA’s offices at 400-225 West Magnolia Street, Bellingham,
      Washington, USA on the Closing Date.
    

    
      9.2  The Vendor’s Closing Documents. At Closing,
      the Vendor and Langford, as applicable, shall deliver, or cause to be
      delivered, the following to Crown USA:
    

    
      (a)  duly executed share transfer forms in favour of Crown USA together
      with all the issued share certificates representing the Langford Shares
      duly endorsed for transfer to Crown USA and any necessary documents
      reasonably required by Crown USA to enable it to stamp or otherwise
      register the transfer of the Langford Shares;
    

    
      (b)  a certified true copy of the resolutions passed by the directors of
      Langford:
    

    
      (i)  authorizing the execution and delivery by Langford of this
      Agreement and all documents required to be executed and delivered by
      Langford pursuant to this Agreement, and the consummation of the
      transactions contemplated thereby;          
    

    
      (ii)  approving the transfer of the Langford Shares to Crown
      USA;         
    

    
      (iii)  approving the cancellation of the old share certificate issued in
      the name of the Vendor representing the Langford Shares and the issue of
      a new share certificate in respect of the Langford Shares in favour of
      Crown USA; and          
    

    
      (iv)  approving the entry into the register of shareholders of Langford,
      the name of Crown USA as the sole legal and beneficial owner of the
      Langford Shares and the making of other entries into other corporate
      records of Langford as may be necessary;
    

    
      (c)  a certified true copy of the resolutions passed by the directors of
      the Vendor authorizing the execution and delivery by the Vendor of this
      Agreement and all documents required to be executed and delivered by the
      Vendor pursuant to this Agreement, and the consummation of the
      transactions contemplated thereby;
    

    
      (d)  a certified true copy of the resolutions passed by the shareholder
      of the Vendor authorizing the execution and delivery by the Vendor of
      this Agreement and all documents required to be executed and delivered
      by the Vendor pursuant to this Agreement, and the consummation of the
      transactions contemplated thereby;
    

    
      
        

        

      

      
        
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      (e)  certificates of the Vendor and Langford as specified in Sections
      8.1(a) and (b) hereof as to the accuracy, as of the Closing Date, of the
      representations and warranties of the Vendor and Langford and the
      performance of the covenants to be performed at or before Closing;
    

    
      (f)  the minute books of Langford and the Subsidiaries; and       
    

    
      (g)  all other documents and assurances as reasonably requested by Crown
      USA to effectively complete the Transaction.
    

    
      9.3  Crown USA’s Closing Documents. At the
      Closing, Crown USA shall deliver the following to the Vendor:
    

    
      (a)  share certificates representing the Crown USA Shares issued by
      Crown USA to the Vendor, such share certificate to be legended in
      accordance with the provisions of Regulation S;
    

    
      (b)  the Promissory Note;
    

    
      (c)  certificate of Crown USA as specified in Sections 8.2(a) and (b)
      hereof as to the accuracy, as of the Closing Date, of the
      representations and warranties of Crown USA and the performance of the
      covenants to be performed at or before Closing; and
    

    
      (d)  all other documents as reasonably requested by the Vendor to
      effectively complete the Transaction.
    

    
      9.4  Further Assurances. Each party to this Agreement
      covenants and agrees that, from time to time subsequent to the Closing
      Date, it shall at the request and expense of the requesting party,
      execute and deliver all such documents, including, without limitation,
      all such additional conveyances, transfers, consents and other
      assurances and do all such other acts and things as any other party
      hereto, acting reasonably, may from time request to be executed or done
      in order to better evidence or perfect or effectuate any provision of
      this Agreement or of any agreement or other document executed pursuant
      to this Agreement or any of the respective obligations intended to be
      created hereby or thereby.
    

    
      ARTICLE 10
INDEMNIFICATION
    

    
      10.1  Indemnification the Vendor. The Vendor shall
      indemnify and save harmless Crown USA from all Losses suffered or
      incurred by Crown USA as a result of or arising directly or indirectly
      out of or in connection with:
    

    
      (a)  any breach by the Vendor or Langford of or any inaccuracy of any
      representation or warranty of the Vendor or Langford contained in this
      Agreement or in any agreement, certificate or other document delivered
      pursuant hereto; and
    

    
      (b)  any breach or non-performance by the Vendor or Langford of any
      covenant to be performed by Langford that is contained in this Agreement
      or in any agreement, certificate or other document delivered pursuant
      hereto.
    

    
      
        

        

      

      
        
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      10.2  Notice of Claim. In the event that a party (the "Indemnified
      Party") shall become aware of any claim, proceeding or other matter
      (a "Claim") in respect of which another party (the "Indemnifying
      Party") agreed to indemnify the Indemnified Party pursuant to this
      Agreement, the Indemnified Party shall promptly give written notice
      thereof to the Indemnifying Party. Such notice shall specify whether the
      Claim arises as a result of a claim by a person against the Indemnified
      Party (a "Third Party Claim") or whether the Claim does not
      so arise (a "Direct Claim"), and shall also specify with
      reasonable particularity (to the extent that the information is
      available) the factual basis for the Claim and the amount of the Claim,
      if known.
    

    
                          If, through the fault of the Indemnified Party, the
      Indemnifying Party does not receive notice of any Claim in time to
      contest effectively the determination of any liability susceptible of
      being contested, the Indemnifying Party shall be entitled to set off
      against the amount claimed by the Indemnified Party the amount of any
      Losses incurred by the Indemnifying Party resulting from the Indemnified
      Party’s failure to give such notice on a timely basis.
    

    
      10.3  Direct Claims. With respect to any Direct Claim,
      following receipt of notice from the Indemnified Party of the Claim, the
      Indemnifying Party shall have 15 days to make such investigation of the
      Claim as is considered necessary or desirable. For the purpose of such
      investigation, the Indemnified Party shall make available to the
      Indemnifying Party the information relied upon by the Indemnified Party
      to substantiate the Claim, together with all such other information as
      the Indemnifying Party may reasonably request. If both parties agree at
      or prior to the expiration of such 15-day period (or any mutually agreed
      upon extension thereof) to the validity and amount of such Claim, the
      Indemnifying Party shall immediately pay to the Indemnified Party the
      full agreed upon amount of the Claim, failing which the matter shall be
      referred to binding arbitration in such manner as the parties may agree
      or shall be determined by a court of competent jurisdiction.
    

    
      10.4  Third Party Claims. With respect to any Third
      Party Claim, the Indemnifying Party shall have the right, at its
      expense, to participate in or assume control of the negotiation,
      settlement or defence of the Claim and, in such event, the Indemnifying
      Party shall reimburse the Indemnified Party for all the Indemnified
      Party’s out-of-pocket expenses as a result of such participation or
      assumption. If the Indemnifying Party elects to assume such control, the
      Indemnified Party shall have the right to participate in the
      negotiation, settlement or defence of such Third Party Claim and to
      retain counsel to act on its behalf, provided that the fees and
      disbursements of such counsel shall be paid by the Indemnified Party
      unless the Indemnifying Party consents to the retention of such
      counsellor unless the named parties to any action or proceeding include
      both the Indemnifying Party and the Indemnified Party and a
      representation of both the Indemnifying Party and the Indemnified Party
      by the same counsel would be inappropriate due to the actual or
      potential differing interests between them (such as the availability of
      different defences). If the Indemnifying Party, having elected to assume
      such control, thereafter fails to defend the Third Party Claim within a
      reasonable time, the Indemnified Party shall be entitled to assume such
      control, and the Indemnifying Party shall be bound by the results
      obtained by the Indemnified Party with respect to such Third Party
      Claim. If any Third Party Claim is of a nature such that the Indemnified
      Party is required by applicable law to make a payment to any person (a "Third
      Party") with respect to the Third Party Claim before the completion
      of settlement negotiations or related legal proceedings, the Indemnified
      Party may make such payment and the Indemnifying Party shall, forthwith
      after demand by the Indemnified Party, reimburse the Indemnified Party
      for such payment. If the amount of any liability of the Indemnified
      Party under the Third Party Claim in respect of which such payment was
      made, as finally determined, is less than the amount that was paid by
      the Indemnifying Party to the Indemnified Party, the Indemnified Party
      shall, forthwith after receipt of the difference from the Third Party,
      pay the amount of such difference to the Indemnifying Party.
    

    
      
        

        

      

      
        
          - 27 -
        

        
          


        

      

      
        

        

      

    

    
      10.5  Settlement of Third Party Claims. If the
      Indemnifying Party fails to assume control of the defence of any Third
      Party Claim, the Indemnified Party shall have the exclusive right to
      contest, settle or pay the amount claimed. Whether or not the
      Indemnifying Party assumes control of the negotiation, settlement or
      defence of any Third Party Claim, the Indemnifying Party shall not
      settle any Third Party Claim without the written consent of the
      Indemnified Party, which consent shall not be unreasonably withheld or
      delayed; provided, however, that the liability of the Indemnifying Party
      shall be limited to the proposed settlement amount if any such consent
      is not obtained for any reason.
    

    
      10.6  Co-operation. The Indemnified Party and the
      Indemnifying Party shall co-operate fully with each other with respect
      to Third Party Claims, and shall keep each other fully advised with
      respect thereto (including supplying copies of all relevant
      documentation promptly as it becomes available).
    

    
      10.7  Exclusivity. The provisions of this Article 10
      shall apply to any Claim for breach of any covenant, representation,
      warranty or other provision of this Agreement or any agreement,
      certificate or other document delivered pursuant hereto (other than a
      claim for specific performance or injunctive relief) with the intent
      that all such Claims shall be subject to the limitations and other
      provisions contained in this Article 10.
    

    
      ARTICLE 11
RELEASE, ACKNOWLEDGEMENTS AND TERMINATION
    

    
      11.1  Langford’s Releases. Effective on the
      Closing Date, Langford hereby releases and forever discharges each of
      the Subsidiaries from all manner of actions, suits, proceedings, causes
      of action, claims, liability, debts, accounts, bonds, contracts and
      demands whatsoever which Langford may have had, now has or may have up
      to the Closing Time against any of the Subsidiaries, except as
      contemplated by or referred to in this Agreement or the agreements
      contemplated in this Agreement.
    

    
      11.2  Issuance of the Crown USA Shares. The Vendor
      hereby acknowledges and agrees that:
    

    
      (a)  none of the Crown USA Shares have been registered under the
      Securities Act, or under any state securities or "blue sky" laws of any
      state of the United States, and, unless so registered, may not be
      offered or sold in the United States or, directly or indirectly, to U.S.
      Persons, except in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the Securities
      Act, or pursuant to an exemption from, or in a transaction not subject
      to, the registration requirements of the Securities Act and in each case
      only in accordance with any applicable securities laws;
    

    
      (b)  offers and sales of any of the Crown USA Shares, prior to the
      expiration of a period of one year after the date that Crown USA ceases
      to be a "shell company" (as that term is defined in Rule 12b-2 under the
      Exchange Act pursuant to the filing with the SEC by Crown USA of "Form
      10 information" (as that term is defined in Rule 144(i)(3) under the
      Exchange Act) regarding the event that caused Crown USA to cease to be a
      shell company (the "Distribution Compliance Period"), shall
      only be made in compliance with the safe harbor provisions set out in
      Regulation S, pursuant to the registration provisions of the Securities
      Act or an exemption therefrom, and in each case only in accordance with
      all applicable securities laws;
    

    
      (c)  not to engage in any hedging transactions involving the Crown USA
      Shares, prior to the end of the Distribution Compliance Period unless
      such transactions are in compliance with the provisions of the
      Securities Act;
    

    
      
        

        

      

      
        
          - 28 -
        

        
          


        

      

      
        

        

      

    

    
      (d)  the Vendor acknowledges that it has not acquired the Crown USA
      Shares as a result of, and shall not itself engage in, any "directed
      selling efforts" (as that term is defined in Regulation S) in the United
      States in respect of any of the Crown USA Shares which would include any
      activities undertaken for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United
      States for the resale of any of the Crown USA Shares; provided, however,
      the Vendor may sell or otherwise dispose of any of the Crown USA Shares
      pursuant to registration of any of the Crown USA Shares pursuant to the
      Securities Act and any applicable state securities laws or under an
      exemption from such registration requirements and as otherwise provided
      herein;
    

    
      (e)  Crown USA shall refuse to register any transfer of any of the
      Securities not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the Securities Act
      or pursuant to an available exemption from, or in a transaction not
      subject to, the registration requirements of the Securities Act;
    

    
      (f)  none of the Crown USA Shares are listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Vendor that any of the Crown USA Shares shall become listed on any
      stock exchange or automated dealer quotation system, except that
      currently certain market makers make market in the common shares in the
      capital of Crown USA on the OTC Bulletin Board;
    

    
      (g)  neither the SEC nor any other securities commission or similar
      regulatory authority has reviewed or passed on the merits of any of the
      Crown USA Shares;
    

    
      (h)  no documents in connection with the offering hereunder have been
      reviewed by the SEC or any state securities administrators; and
    

    
      (i)  there is no government or other insurance covering any of the Crown
      USA Shares.
    

    
      11.3  Termination. The obligations of the Vendor,
      Langford and Crown USA shall terminate:
    

    
      (a)  by the mutual written consent of all parties hereto;
    

    
      (b)  upon notice by any of the parties hereto to the others if the
      Transaction has not been completed by July 31, 2009;
    

    
      (c)  upon notice to the Vendor by Crown USA if there has been a breach
      by the Vendor or Langford of any material agreement or covenant of the
      Vendor or Langford in this Agreement, or if one or more representations
      or warranties made by the Vendor or Langford in this Agreement are or
      become untrue or incorrect which, alone or in aggregate, have or are
      likely to have a materially adverse effect upon the results of
      operations, financial condition, Business or prospects of Langford or
      any of the Subsidiaries; and
    

    
      (d)  upon notice to Crown USA by the Vendor if there has been a breach
      by Crown USA of any material agreement or covenant of Crown USA in this
      Agreement, or if any representation or warranty made by Crown USA in
      this Agreement is or becomes untrue or incorrect which has or is likely
      to have a materially adverse effect on the ability of Crown USA to
      complete the transactions contemplated herein.
    

    
      
        

        

      

      
        
          - 29 -
        

        
          


        

      

      
        

        

      

    

    
      11.4  Liability on Termination. If this Agreement is
      terminated, it shall, except for obligations contained in Sections 12.1,
      12.4 and 12.5 hereof, become void and of no force and effect and there
      shall be no liability on the part of any party hereto or their
      respective officers and directors except to the extent that any party is
      in default of any of its obligations, including, without limitation, a
      breach of any representation, warranty, or covenant herein; for greater
      certainty, nothing herein shall limit, restrict, release or diminish a
      party’s right to bring a claim, suit or action for losses or damages
      including, without limitation, for recovery of costs, expenses, losses,
      legal expenses, fees to consultants, investment banking firms, bankers
      and other lenders and prospective equity investors, for economic loss or
      otherwise arising from such default.
    

    
      ARTICLE 12
MISCELLANEOUS
    

    
      12.1  Confidentiality of Information. In the event that
      the transactions contemplated herein are not consummated for any reason:
    

    
      (a)  Crown USA covenants and agrees that, except as otherwise authorized
      by the Vendor or Langford, or as required to be disclosed by the
      Applicable Securities Legislation, neither Crown USA nor its
      representatives, agents or employees shall disclose to third parties,
      directly or indirectly, any confidential information or data relating to
      the Vendor, Langford, the Subsidiaries or the Business discovered by
      Crown USA or its representatives as a result of the Vendor or Langford
      making available to Crown USA and its representatives the information
      requested by it in connection with the transactions contemplated herein;
      and
    

    
      (b)  Each of the Vendor and Langford covenant and agree that, except as
      otherwise authorized by Crown USA, neither of the Vendor, Langford, nor
      their respective representatives, agents or employees shall disclose to
      third parties, directly or indirectly, any information relating to the
      business of Crown USA that is not generally known or used by others, or
      the utility of which is not generally known or recognized by others,
      including the business, financial and customer information, techniques
      or strategies which relate to the present or prospective business of
      Crown USA or the Intellectual Property of Crown USA which Crown USA has
      treated as proprietary and confidential, or any other confidential data
      relating to Crown USA or the business of Crown USA discovered by the
      Vendor, Langford, or their respective representatives as a result of
      Crown USA making available to the Vendor, Langford, or their respective
      representatives the information requested by them in connection with the
      transactions contemplated herein.
    

    
        12.2  Notices.
    

    
      (a)  Any notice or other communication required or permitted to be given
      hereunder shall be in writing and shall be delivered in person,
      transmitted by telecopy or similar means of recorded electronic
      communication or sent by registered mail, charges prepaid, addressed as
      follows:
    

    
      (i)  if to Crown USA:
    

    
      CROWN OIL AND GAS INC.
400-225 West Magnolia Street
Bellingham,
      Washington  98104
USA
    

    
      
        

        

      

      
        
          - 30 -
        

        
          


        

      

      
        

        

      

    

    
      Attention:        John Hiner
Facsimile:    +(360)
      733-3941
    

    
      (ii)  if to Langford:
    

    
      LANGFORD WORLDWIDE CORP.
Trident Chambers, P.O. Box 146
Road Town,
      Tortola
British Virgin Islands
    

    
      Attention:      Andreas T. Moustras, Director
Facsimile
      No.: +357-25-81 8808
    

    
      (iii)  if to the Vendor:
    

    
      BOSHOFF HOLDINGS LTD.
Trident Chambers, P.O. Box 146
Road Town,
      Tortola
British Virgin Islands
    

    
      Attention:         Irene G. Spoerry, Director
Facsimile
      No.:    +357-25-81 8808
    

    
      (b)  Any such notice or other communication shall be deemed to have been
      given and received on the day on which it was delivered or transmitted
      (or, if such day is not a Business Day, on the next following Business
      Day) or, if mailed, on the third Business Day following the date of
      mailing; provided, however, that if at the time of mailing or within
      three Business Days thereafter there is or occurs a labour dispute or
      other event that might reasonably be expected to disrupt the delivery of
      documents by mail, any notice or other communication hereunder shall be
      delivered or transmitted by means of recorded electronic communication
      as aforesaid.
    

    
      (c)  Any party may at any time change its address for service from time
      to time by giving notice to the other parties in accordance with this
      Section 12.2.
    

    
      12.3  Announcements. The parties hereto shall consult
      with each other before issuing any press release or making any other
      public announcement with respect to this Agreement or the transactions
      contemplated hereby and, except as required by any applicable law or
      regulatory requirement, neither Langford nor Crown USA shall issue any
      such press release or make any such public announcement without the
      prior written consent of the other, which consent shall not be
      unreasonably withheld or delayed.
    

    
      12.4  Disclosure. Prior to any public announcement of
      the transaction contemplated hereby pursuant to Section 12.3 hereof,
      neither party hereto shall disclose this Agreement or any aspect of such
      transaction except to its board of directors, its senior management, its
      legal, accounting, financial or other professional advisors, any
      financial institution contacted by it with respect to any financing
      required in connection with such transaction and counsel to such
      institution, or as may be required by any applicable law or any
      regulatory authority or stock exchange having jurisdiction.
    

    
      
        

        

      

      
        
          - 31 -
        

        
          


        

      

      
        

        

      

    

    
      12.5  Expenses. Langford shall bear all stamp duty (if
      any) payable in connection with the Transaction. Except as otherwise
      expressly provided in this Agreement, whether or not the transactions
      contemplated by this Agreement are consummated, the parties hereto shall
      each bear their own respective expenses (including, but not limited to,
      all costs and expenses of counsel, consultants and independent
      accountants) incurred in connection with this Agreement and the
      transactions contemplated hereby.
    

    
      12.6  Best Efforts. The parties hereto acknowledge and
      agree that, for all purposes of this Agreement, an obligation on the
      part of any party to use its reasonable best efforts to obtain any
      waiver, consent, approval, permit, licence or other document shall not
      require such party to make any payment to any person for the purpose of
      procuring the same, other than payments for amounts due and payable to
      such person, payments for incidental expenses incurred by such person
      and payments required by any applicable law or regulation.
    

    
      12.7  Counterparts. This Agreement may be executed in
      counterparts and by facsimile, each of which shall constitute an
      original and all of which taken together shall constitute one and the
      same instrument.
    

    
      IN WITNESS WHEREOF this Agreement has been executed by all of the
      parties hereto as of the day and year first above written.
    

    
    	
          
            CROWN OIL AND GAS INC.
          

        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	
          Per:
        	
          /s/ John E. Hiner
        	

        
	

        	

        	
           
        
	
          Name:
        	
          John E. Hiner
        	

        
	

        	

        	
           
        
	
          Title:
        	
          President
        	

        
	

        	

        	
           
        
	
          
            LANGFORD WORLDWIDE CORP.
          

        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	
          Per:
        	
          /s/ Andreas T. Moustras
        	

        
	

        	

        	
           
        
	
          Name:
        	
          Andreas T. Moustras
        	

        
	

        	

        	
           
        
	
          Title:
        	
          Director
        	

        
	

        	

        	
           
        
	
          
            BOSHOFF HOLDINGS LTD.
          

        	

        
	

        	

        	
           
        
	

        	

        	
           
        
	
          Per:
        	
          /s/ Demetra Evripidou
        	

        
	

        	

        	
           
        
	
          Name:
        	
          Demetra Evripidou
        	

        
	

        	

        	
           
        
	
          Title:
        	
          Director
        	

        


    

    
      
        

        

      

      
        
          - 32 -
        

        
          


        

      

      
        

        

      

    

    
      SCHEDULE   1.1(pp)
    

    
      Langford Organizational Chart
    

    

    

    
      

    

    
      SCHEDULE 1.1(pp) Langford
      Organizational Chart Langford Worldwide Corp. (BVI) Covenlina Holdings
      Ltd. (Cyprus) Bandberg Holdings Ltd. (Cyprus) Crown Oil & Gas LLC
      (Russia) RosEuroNeft LLC (Russia) Attik LLC (Russia) Artstroy-XXI LLC
      (Russia) Attik-Neft LLC (Russia) 100% 100% 100% 100% 100% 51% 51% 49%
      49% Boshoff Holdings Ltd. (BVI) 100%
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      SCHEDULE   2.3
    

    
      Certificate of Non-U.S. Shareholder
    

    
      In connection with the issuance of common shares (the "Shares") of Crown
      Oil and Gas Inc., a Nevada corporation ("Crown USA"), to the
      undersigned, pursuant to that certain Share Purchase Agreement dated
      March 20, 2009 (the "Agreement"), the undersigned hereby agrees,
      acknowledges, represents and warrants that:
    

    
      1.  The undersigned is not a "U.S. Person" as such term is defined by
      Rule 902 of Regulation S under the United States Securities Act of 1933,
      as amended ("U.S. Securities Act") (the definition of which includes,
      but is not limited to, an individual resident in the U.S. and an estate
      or trust of which any executor or administrator or trust, respectively
      is a U.S. Person and any partnership or corporation organized or
      incorporated under the laws of the U.S.);
    

    
      2.  None of the Shares have been or will be registered under the U.S.
      Securities Act, or under any state securities or "blue sky" laws of any
      state of the United States, and may not be offered or sold in the United
      States or, directly or indirectly, to U.S. Persons, as that term is
      defined in Regulation S, except in accordance with the provisions of
      Regulation S or pursuant to an exemption from, or in a transaction not
      subject to, the registration requirements of the U.S. Securities Act and
      in compliance with any applicable state and foreign securities laws;
    

    
      3.  The undersigned understands and agrees that offers and sales of any
      of the Shares prior to the expiration of a period set out in Regulation
      S of the U.S. Securities Act (such period hereinafter referred to as the
      "Distribution Compliance Period"), shall only be made in compliance with
      the safe harbour provisions set forth in Regulation S, pursuant to the
      registration provisions of the U.S. Securities Act or an exemption
      therefrom, and that all offers and sales after the Distribution
      Compliance Period shall be made only in compliance with the registration
      provisions of the U.S. Securities Act or an exemption therefrom and in
      each case only in accordance with applicable state and foreign
      securities laws;
    

    
      4.  The undersigned understands and agrees not to engage in any hedging
      transactions involving any of the Shares unless such transactions are in
      compliance with the provisions of the U.S. Securities Act and in each
      case only in accordance with applicable state and provincial securities
      laws;
    

    
      5.  The undersigned is acquiring the Shares for investment only and not
      with a view to resale or distribution and, in particular, it has no
      intention to distribute either directly or indirectly any of the Shares
      in the United States or to U.S. Persons;
    

    
      6.  The undersigned has not acquired the Shares as a result of, and will
      not itself engage in, any directed selling efforts (as defined in
      Regulation S under the U.S. Securities Act) in the United States in
      respect of the Shares which would include any activities undertaken for
      the purpose of, or that could reasonably be expected to have the effect
      of, conditioning the market in the United States for the resale of any
      of the Shares; provided, however, that the undersigned may sell or
      otherwise dispose of the Shares pursuant to registration thereof under
      the U.S. Securities Act and any applicable state and provincial
      securities laws or under an exemption from such registration
      requirements;
    

    
      7.  The statutory and regulatory basis for the exemption claimed for the
      sale of the Shares, although in technical compliance with Regulation S,
      would not be available if the offering is part of a plan or scheme to
      evade the registration provisions of the U.S. Securities Act or any
      applicable state and provincial securities laws;
    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      8.  Except as set out in the Agreement, Crown USA has not undertaken,
      and will have no obligation, to register any of the Shares under the
      U.S. Securities Act;
    

    
      9.  Crown USA is entitled to rely on the acknowledgements, agreements,
      representations and warranties and the statements and answers of the
      undersigned contained in this Certificate, and the undersigned will hold
      harmless Crown USA from any loss or damage either one may suffer as a
      result of any such acknowledgements, agreements, representations and/or
      warranties made by the undersigned not being true and correct;
    

    
      10.  The undersigned has been advised to consult their own respective
      legal, tax and other advisors with respect to the merits and risks of an
      investment in the Shares and, with respect to applicable resale
      restrictions, is solely responsible (and Crown USA is not in any way
      responsible) for compliance with applicable resale restrictions;
    

    
      11.  The undersigned and the undersigned’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from
      Crown USA in connection with the acquisition of the Shares under the
      Agreement, and to obtain additional information, to the extent possessed
      or obtainable by Crown USA without unreasonable effort or expense;
    

    
      12.  The books and records of Crown USA were available upon reasonable
      notice for inspection, subject to certain confidentiality restrictions,
      by the undersigned during reasonable business hours at its principal
      place of business and that all documents, records and books in
      connection with the acquisition of the Shares under the Agreement have
      been made available for inspection by the undersigned, the undersigned’s
      attorney and/or advisor(s);
    

    
      13.  The undersigned:
    

    
      (a)  is knowledgeable of, or has been independently advised as to, the
      applicable securities laws of the securities regulators having
      application in the jurisdiction in which the undersigned is resident
      (the "International Jurisdiction") which would apply to the acquisition
      of the Shares;  
    

    
      (b)  the undersigned is acquiring the Shares pursuant to exemptions from
      prospectus or equivalent requirements under applicable securities laws
      or, if such is not applicable, the undersigned is permitted to acquire
      the Shares under the applicable securities laws of the securities
      regulators in the International Jurisdiction without the need to rely on
      any exemptions;   
    

    
      (c)  the applicable securities laws of the authorities in the
      International Jurisdiction do not require Crown USA to make any filings
      or seek any approvals of any kind whatsoever from any securities
      regulator of any kind whatsoever in the International Jurisdiction in
      connection with the issue and sale or resale of the Shares; and   
    

    
      (d)  the acquisition of the Shares by the undersigned does not trigger:
    

    
      (i)  any obligation to prepare and file a prospectus or similar
      document, or any other report with respect to such purchase in the
      International Jurisdiction;
    

    
      
        

        

      

      
        
          - 2 -
        

        
          


        

      

      
        

        

      

    

    
      (ii)  any continuous disclosure reporting obligation of Crown USA in the
      International Jurisdiction; or
    

    
      (iii)  the undersigned will, if requested by Crown USA, deliver to Crown
      USA a certificate or opinion of local counsel from the International
      Jurisdiction which will confirm the matters referred to in Sections
      13(c) and 13(d) above to the satisfaction of Crown USA, acting
      reasonably;
    

    
      14.  The undersigned (i) is able to fend for itself in connection with
      the acquisition of the Shares; (ii) has such knowledge and experience in
      business matters as to be capable of evaluating the merits and risks of
      its prospective investment in the Shares; and (iii) has the ability to
      bear the economic risks of its prospective investment and can afford the
      complete loss of such investment;
    

    
      15.  The undersigned is not aware of any advertisement of any of the
      Shares and is not acquiring the Shares as a result of any form of
      general solicitation or general advertising including advertisements,
      articles, notices or other communications published in any newspaper,
      magazine or similar media or broadcast over radio or television, or any
      seminar or meeting whose attendees have been invited by general
      solicitation or general advertising;
    

    
      16.  Except as set out in the Agreement, no person has made to the
      undersigned any written or oral representations:
    

    
      (a)  that any person will resell or repurchase any of the Shares;   
    

    
      (b)  that any person will refund the purchase price of any of the
      Shares;   
    

    
      (c)  as to the future price or value of any of the Shares; or   
    

    
      (d)  that any of the Shares will be listed and posted for trading on any
      stock exchange or automated dealer quotation system or that application
      has been made to list and post any of the Shares on any stock exchange
      or automated dealer quotation system, except that currently certain
      market makers make market in the common shares of Crown USA on the OTC
      Bulletin Board;
    

    
      17.  The undersigned is outside the United States when receiving and
      executing this Agreement and is acquiring the Shares as principal for
      their own account, for investment purposes only, and not with a view to,
      or for, resale, distribution or fractionalization thereof, in whole or
      in part, and no other person has a direct or indirect beneficial
      interest in the Shares;
    

    
      18.  Neither the SEC nor any other securities commission or similar
      regulatory authority has reviewed or passed on the merits of the Shares;
    

    
      19.  The Shares are not being acquired, directly or indirectly, for the
      account or benefit of a U.S. Person or a person in the United States;
    

    
      20.  The undersigned acknowledges and agrees that Crown USA shall refuse
      to register any transfer of the Shares not made in accordance with the
      provisions of Regulation S, pursuant to registration under the U.S.
      Securities Act, or pursuant to an available exemption from registration
      under the U.S. Securities Act;
    

    
      21.  The undersigned understands and agrees that the Shares will bear
      the following legend:
    

    
      
        

        

      

      
        
          - 3 -
        

        
          


        

      

      
        

        

      

    

    
      THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE
      TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN)
      PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933,
      AS AMENDED (THE "1933 ACT").
    

    
      NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE
      1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED,
      MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES
      (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE
      PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY
      REGULATION S UNDER THE 1933 ACT.
    

    
      22.  The address of the undersigned included herein is the sole address
      of the undersigned as of the date of this Certificate; and
    

    
      23.  Capitalized terms used but not otherwise defined in this
      Certificate shall have the meanings given to such terms in the Agreement.
    

    
      IN WITNESS WHEREOF, the undersigned has executed this Certificate of
      Non-U.S. Shareholder.


    

    
    	
           
        	
           
        	
          Date:
        	
          
             
          

        
	
          Signature
        	

        	

        	

        
	

        	

        	

        	
           
        
	
           
        	

        	

        	

        
	
          Print Name
        	

        	

        	

        
	

        	

        	

        	
           
        
	
           
        	

        	

        	

        
	
          Title (if applicable)
        	

        	

        	

        
	

        	

        	

        	
           
        
	
           
        	

        	

        	

        
	
          Address
        	

        	

        	

        
	

        	

        	

        	
           
        
	
          
             
          

        	

        	

        	

        


    

    
      
        

        

      

      
        
          - 4 -
        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE   3.1(o)
    

    
      Mineral Licences
    

    
      KIKINSKO-GUSIKHINSKY AREA
    

    
    	
           
        	
           
        	
           
        	
           
        	
           
        
	
          Licence Description/Acreage
        	
          Licensee
        	
          Grant Date
        	
          Expiry Date
        	
          Property Description
        
	
          Mineral License No. CPT00949HP (SRT00949NR)

          
            1100 square km (271,816 acres)
          

        	
          Artstroy
        	
          May 5, 2005
        	
          May 4, 2030
        	
          Kikinsko-Gusikhinsky Licensed Area is located in the northern part
          of Saratov region, some 120km from the city of Saratov. The first
          geological surveys were done in the 1950s followed by geo-electric
          surveys in the early 1960s. The property is adjacent to existing oil
          production.
        


    

    
      TERESHKINSKY AREA
    

    
    	
           
        	
           
        	
           
        	
           
        	
           
        
	
          Licence Description/Acreage
        	
          Licensee
        	
          Grant Date
        	
          Expiry Date
        	
          Property Description
        
	
          Mineral License No. CPT01000HP (SRT01000NR)

          
            502 square km (124,072 acres)
          

        	
          Attik
        	
          September 5, 2005
        	
          September 4, 2030
        	
          Tereshkinsky Licensed Area is located in the northern part of
          Saratov region, some 100km from the city of Saratov. Early
          geological exploration of the area has been performed since 1950s.
          Geo-electric surveys were completed in the 1950s and 1960s and
          shallow drilling was done in the 1960s, when two wells successfully
          hit oil. Oil is produced on the adjacent property.
        


    

    
      KRASNOARMEISKY-2 AREA
    

    
    	
           
        	
           
        	
           
        	
           
        	
           
        
	
          Licence Description/Acreage
        	
          Licensee
        	
          Grant Date
        	
          Expiry Date
        	
          Property Description
        
	
          Mineral License No. CPT01152HP (SRT01152NR)

          
            396 square km (98,027 acres)
          

        	
          Attik-Neft
        	
          August 20, 2007
        	
          August 19, 2032
        	
          Krasnoarmeisky-2 Licensed Area is located in the southern part of
          Saratov region, some 150km from the city of Saratov. The 2D seismic
          studies completed between 1980-1986 and in 2005 covered about 40% of
          the property. Shallow drilling was done in the 1980s, with 3 wells
          hitting oil. There has been production on adjacent properties for
          over 30 years.
        


    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE   3.1(q)(ii)
    

    
      Employment Agreements
    

    
      1.  Employment Agreement between Crown Oil & Gas LLC and Stanislav
      Vladimirovitch Bogomolov, dated April 16, 2007
    

    
      2.  Employment Agreement between RosEuroNeft LLC and Stanislav
      Vladimirovitch Bogomolov, dated August 27, 2007
    

    
      3.  Employment Agreement between Attik LLC and Stanislav Vladimirovitch
      Bogomolov, dated July 12, 2007
    

    
      4.  Employment Agreement between Artstroy-XXI LLC and Stanislav
      Vladimirovitch Bogomolov, dated June 7, 2007
    

    
      5.  Employment Agreement between Attik-Neft and Stanislav Vladimirovitch
      Bogomolov, dated March 27, 2008
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE   3.1(q)(x)
    

    
      Licences
    

    
      None.
    

    

    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE   3.1(r)
    

    
      Permits
    

    

    

    
      None.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE   3.1(s)
    

    
      Consents and Approvals
    

    
      None.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE   3.1(aa)
    

    
      Non-Arm’s Length Transactions
    

    
      None.