EXHIBIT
        10.1

      PURCHASE
        AGREEMENT

      


      


      THIS
        AGREEMENT,
        dated as of May 9th, 2006, is between DANIEL K. DONKEL and SAMUEL H. CADE
        (hereinafter collectively referred to as
        "Sellers"),
        whose address is
        c/o Daniel K. Donkel, 968 Willow Run Lane, Winter Springs, Florida 32708,
        and
        TRUE NORTH ENERGY CORP (hereinafter called "Buyer"),
        whose address is
        1200 Smith st, 16th
        Floor, Houston,
        TX, 77002.

      


      Recitations

      


      1.         The
        Sellers are reported as having submitted the winning bids with respect to
        State
        of Alaska Oil and Gas Leases ADL 390834, 390839, 390840 and 390841(collectively
        called the “Un-Issued Leases” or the “Leases”). The Leases have not yet been
        issued by the State of Alaska as of the date of this Agreement.

      


      2.         
        As of the date of this Agreement, the following notices have not been issued
        or
        received, and the following actions have not be undertaken or completed in
        connection with the Un-Issued Leases:

      


      (a)         The
        State of Alaska, Department of Natural Resource, has not issued the apparent
        high bidder notice (the “High Bidder Notice”) to the Sellers with respect to
        either of the Un-Issued Leases; 

      


      (b)
                 Upon confirmation that the
        Sellers will, upon issuance, receive full, complete and valid ownership rights
        and interests in and to the lands included in the Un-Issued Leases, the State
        of
        Alaska, Department of Natural Resources, will issue an Award Notice to the
        Sellers with respect to the Un-Issued Leases. The Sellers have not yet received
        any Award Notice with respect to either of the Un-Issued Leases; 

      


      (c)         Upon
        receipt of an Award Notice, the Sellers have thirty (30) days within which
        to
        (i) pay the remaining 80% of their bid amount for the subject Lease together
        with the first year annual rental due on the subject Lease: (ii) execute
        the
        written lease agreement and any other necessary documents, and (iii) delivery,
        as instructed, all items to the State of Alaska; and 

      


      (d)         Upon
        timely receipt of the items referenced in subsection (c) above, the Leases
        will
        be issued and the Sellers’ ownership rights and interests in and to the Leases
        will be evidenced in the appropriate records. 

      


      3.         Based
        on the foregoing, the Sellers contemplate that the actual documents evidencing
        their ownership of the Leases will be issued at a date subsequent to the
        Closing
        (as hereinafter defined);

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      4.         The
        Sellers desire to sell and convey to Buyer the Un-Issued Leases, and thereby
        forego the opportunity to sell and convey the Un-Issued Leases at some future
        date on terms which may be more favorable, all in accordance with the terms
        and
        conditions hereinafter provided for in this Agreement.

      


      5.         The
        Buyer desires to purchase and acquire from Sellers the Un-Issued Leases upon
        the
        terms and conditions hereinafter provided for in this Agreement

      


      IN
        CONSIDERATION of
        the above recitals and of the benefits to be derived by each of the parties
        to
        this Agreement, it is hereby agreed as follows:

      


      Agreement

      


      1.         Sale
        and
        Purchase:
        Sellers agree to
        sell and convey to Buyer, and Buyer agrees to purchase and acquire from the
        Sellers, the Un-Issued Leases, subject to the terms and conditions of this
        Agreement.

      


      2.         Purchase
        Price:
        The total
        purchase price to be paid by the Buyer to the Sellers for the Un-Issued Leases
        shall be the sum of $276,480.00 (the "Purchase
        Price"),
        payable as
        provided below. The Purchase Price is allocated to the Un-Issued Leases as
        follows:

      


      (a)         $69,120
        is allocated to each of the four (4) separate Un-Issued Leases which are
        2,560
        acres or such other acreage as established by the State of Alaska, Department
        of
        Natural Resources, in the Award Notice pertaining to each of the subject
        Leases.


      


      3.         Due
        Diligence:
        On or before five
        (5) days following the full execution of this Agreement by Sellers, but not
        later than May 16, 2006 (the "Notice
        Date"),
        Buyer shall have
        performed all due diligence work in a form and manner reasonably acceptable
        to
        Buyer pertaining to the Leases. Buyer agrees that the non-issuance of the
        Un-Issued Leases shall not be considered a title defect for purposes of this
        provision. If such due diligence work or any other information or data shall
        reflect the existence of encumbrances, encroachments, defects in or objections
        to title which Buyer does not waive (all of which are herein called "Title
        Defects"),
        written notice
        of the title defects shall be given to Sellers on or before the Notice Date.
        If
        Title Defects shall be so specified, Sellers shall have the optional right,
        but
        not the obligation, to advise Buyer in writing on or before five (5) days
        following the Notice Date, as to which of the Title Defects, if any, that
        Sellers are willing to use reasonable efforts to cure (the "Approved
        Title Defects").
        Buyer shall then
        have the optional right to either (i) terminate this Agreement without further
        liability of either party to the other by providing written notice to Sellers
        to
        that effect on or before the Notice Date, or (ii) elect to close this
        transaction based upon Sellers’ reasonable efforts to cure the Approved Title
        Defects, or (iii) extend the Closing upon the mutual agreement of Sellers
        and
        Buyer which in no event shall be beyond July 31 , 2006. Failure of Buyer
        to
        timely notify Sellers with regard to terminating this Agreement as provided
        in
        this paragraph shall be deemed an election of option (ii) above. 

      
        
          
          

        

        
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      4.         Sellers’
        Representations:
        Each of the
        Sellers (who makes the following representations only to the extent of the
        interests owned by each of the Sellers in the Leases) represents, warrants
        and
        agrees to and with Buyer that:

      


      (a)         At
        such time as the Un-issued Leases are issued, Sellers shall own or otherwise
        have the right to assign and convey or cause to be assigned and conveyed
        the
        Un-issued Leases, all of which shall be free and clear of any liens and
        encumbrances and provide for a net revenue interest to Sellers of not less
        than
        83.33334%, prior to reservation of an overriding royalty equal to five percent
        (5%) of 8/8ths as provided for below. 

      


      (b)         There
        is no litigation or governmental investigation or proceeding pending or,
        to the
        knowledge of the Sellers, threatened affecting the Leases or which would
        have
        the effect of restraining or prohibiting any of the transactions contemplated
        by
        this Agreement.

      


      (c)         This
        Agreement constitutes the valid and binding agreement of Sellers in accordance
        with its terms, and all instruments required hereunder to be executed by
        Sellers
        at the Closing shall constitute valid and binding agreements of Sellers in
        accordance with their terms. The execution, delivery and performance of this
        Agreement and the transactions contemplated hereby have been duly and validly
        authorized by all requisite action on the part of Sellers; 

      


      (d)         This
        Agreement has been duly executed and delivered by Sellers and all instruments
        required hereunder to be delivered by each party at the Closing shall be
        duly
        executed and delivered by Seller; 

      


      (e)         Sellers
        have incurred no liability, contingent or otherwise, for brokers' or finders'
        fees in respect of this transaction for which Buyer shall have any
        responsibility whatsoever; and 

      


      (f)         Sellers
        shall not enter into any new agreements or commitments or incur, or agree
        to
        incur, any contractual obligation or liability (absolute or contingent)
        affecting or relating to any of the Leases which extend beyond the Closing
        except in connection with the consummation of the transactions contemplated
        in
        this Agreement, without the written consent of Buyer; 

      


      (g)         Sellers
        have relied upon their own independent investigation made by each of them
        and
        their respective representatives, if any, and have made such investigation
        of
        the Leases as deemed appropriate under the circumstances. No Seller has been
        given any oral or written representations or assurances from any other Seller
        or
        the Buyer other than as set forth herein. 

      


      5.         Buyer's
        Representations:
        Buyer represents,
        warrants and agrees to and with Sellers that:

      
        
          
          

        

        
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      (a)         This
        Agreement constitutes the valid and binding agreement of Buyer in accordance
        with its terms, and all instruments required hereunder to be executed by
        Buyer
        at the Closing shall constitute valid and binding agreements of Buyer in
        accordance with their terms; 

      


      (b)         Buyer
        has good right and lawful authority to purchase and pay for the Leases as
        contemplated by this Agreement; 

      


      (c)         This
        Agreement has been duly executed and delivered by Buyer and all instruments
        required hereunder to be delivered by Buyer at the Closing shall be duly
        executed and delivered by Buyer; and

      


      (d)         Buyer
        has incurred no liability, contingent or otherwise, for brokers' or finders'
        fees in respect of this transaction, for which Sellers shall have any
        responsibility whatsoever. 

      


      (e)         Buyer
        has relied upon his own independent investigation made by him and his respective
        representatives, if any, and have made such investigation of the Leases as
        deemed appropriate under the circumstances. Buyer has not been given any
        oral or
        written representations or assurance from Sellers other than as set forth
        herein. 

      


      6.         Sellers’
        Conditions of Closing:
        The obligations
        of Sellers under this Agreement are subject, at the option of Sellers, to
        the
        satisfaction at or prior to the Closing of the following
        conditions:

      


      (a)         All
        representations and warranties of Buyer contained in this Agreement shall
        be
        true in all material respects at and as of the Closing as if such
        representations and warranties were made at and as of the Closing, and Buyer
        shall have performed and satisfied all agreements required by this Agreement
        to
        be performed and satisfied by Buyer at or prior to the Closing, including
        payment at Closing to Seller of that portion of the Purchase Price which
        Buyer
        is obligated to pay at Closing and payment at Closing to the Escrow Agent
        of the
        Escrow Funds (as hereinafter defined) as more fully described below.


      


      Should
        the above
        conditions not be satisfied to Sellers’ satisfaction as of the Closing, Sellers
        may terminate this Agreement without further liability to either Sellers
        or
        Buyer.

      


      7.         Buyer's
        Conditions of Closing:
        The obligations
        of Buyer under this Agreement are subject, at the option of Buyer, to the
        satisfaction at or prior to the Closing of the following
        conditions:

      


      (a)         All
        representations and warranties of Sellers contained in this Agreement shall
        be
        true in all material respects at and as of the Closing as if such
        representations and warranties were made at and as of the Closing, and Sellers
        shall have performed and satisfied all agreements required by this Agreement
        to
        be performed and satisfied by Sellers at or prior to the Closing; and


      
        
          
          

        

        
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      (b)         Subject
        to compliance with due diligence provisions set forth in Section 3 above,
        Buyer
        shall be satisfied in his sole and absolute discretion as to the condition
        of
        Seller’s title to the Leases; 

      


      Should
        the above
        conditions not be satisfied to Buyer's satisfaction as of the Closing, Buyer
        shall, as his sole and exclusive remedy, terminate this Agreement without
        further liability between the Buyer and Sellers. 

      


      8.         Closing:
        Unless extended
        pursuant to the terms of this Agreement, the closing of this transaction
        (the
“Closing”)
        shall be held
        within three (3) business days after receipt by Sellers of the High Bidder
        Notice with respect to the Leases from the Alaska Department of Natural
        Resources. Notwithstanding
        the
        foregoing or any other provision herein, if this Agreement is not fully executed
        by all signatory parties hereto and if Closing does not occur by the close
        of
        business on or before July 31, 2006, Anchorage, Alaska time, this Agreement
        shall be null and void and the Buyer and Sellers shall have no further rights
        or
        obligations hereunder. 

      


      9.         Deposit
        of
        Purchase Price.
        Within seven (7)
        days from the execution of this Agreement by all parties, the Buyer shall
        deliver
        the
        Purchase Price and an additional $10,240.00 (being an aggregate amount of
        $286,720.00) by wire transfer in immediately available funds to an escrow
        account established by the accounting firm of Ryan, Gunsauls & O’Donnell
        (the “Escrow
        Agent”)
        exclusively for
        this transaction. If the foregoing amount is not received by the Escrow Agent
        within the seven (7) day period, this Agreement shall be null and void and
        the
        Buyer and Sellers shall have no further rights or obligations hereunder.
        The
        wire transfer instructions are as follows:

      


      Citywide
        Bank

      ABA
        # 107 001
        070

      For
        credit to Ryan
        Gunsauls & O’Donnell, P.C.

      Account
        # 211 008
        790

      


      The
        foregoing funds
        shall not be disbursed by the Escrow Agent until Closing and then only in
        accordance with the provisions set forth in Section 11 below. However, if
        the
        Closing does not occur on or before July 31, 2006, the Escrow Agent shall
        release and return all monies held in the escrow account to the Buyer.


      


      10.        Actions
        at
        Closing.
        At the Closing,
        the following shall occur:

      


      (a)         The
        Escrow Agent shall disburse the funds deposited by the Buyer pursuant to
        the
        terms of Section 11 below. 

      


      (b)         At
        the Closing and thereafter as may be necessary, the parties hereto shall,
        without further consideration, execute, acknowledge and deliver such other
        instruments and shall take such other action as may be necessary to carry
        out
        their obligations under this Agreement.

      
        
          
          

        

        
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      11.        Action
        by Escrow
        Agent.
        At the Closing,
        the Escrow Agent shall proceed as follows:

      


      (a)         With
        respect to One Hundred Ninety Four Thousand Five Hundred Sixty and 00/100
        Dollars ($194,560.00) of the Purchase Price, the Escrow Agent shall release
        these funds, at Closing, to the Sellers in accordance with their respective
        interests in the Leases as set forth in Exhibit C attached hereto 

      


      (b)         With
        respect to the remaining Ninety Two Thousand One Hundred Sixty and 00/100
        Dollars ($92,160.00) (the “Escrowed
        Funds”),
        the Escrow
        Agent shall proceed as follows:

      


      (i)         With
        respect to Eighty One Thousand Nine Hundred Twenty and 00/100 Dollars
        ($81,920.00) of the Escrowed Funds, the Escrow Agent shall use these funds
        to
        pay to the State of Alaska all balances due on the Un-issued Leases in order
        to
        secure the issuance of said Un-issued Leases. The Escrow Agent agrees to
        deliver
        all funds requested in writing by Sellers in order to secure the issuance
        of the
        Un-issued Leases, and to deliver to Sellers the remaining balance, if any,
        of
        the foregoing portion of the Escrowed Funds. 

      


      (ii)         With
        respect to the remaining Ten Thousand Two Hundred Forty and 00/100 Dollars
        ($10,240.00) of the Escrowed Funds, the Escrow Agent shall use these funds
        to
        immediately pay the annual rental payments due to the State of Alaska on
        each of
        ADL 390834, ADL 390839, ADL 390840 and ADL 390841, which rental payments
        are due
        on or before such date as set forth in the Award Notice. The Escrow Agent
        agrees
        to deliver to the Buyer the remaining balance, if any, of the foregoing portion
        of the Escrowed Funds

      


      (iii)         The
        Escrow Agent shall provide the Buyer and the Sellers having an interest in
        ADL
        390834, ADL 390839, ADL 390840 and ADL 390841 with a copy of the transmittal
        letter(s) for the payments being made to the State of Alaska and for payments
        of
        any remaining amounts to the Sellers and/or Buyer.

      


      (c)         Sellers
        and Buyer, jointly and severally, hereby indemnify and hold Escrow Agent
        harmless from any claims, liability, damages, costs and expenses (including
        reasonable attorney’s fees) arising from any and all actions or omissions taken
        by Escrow Agent in performing and carrying out its duties as set forth in
        this
        Agreement.

      


      12.        Post-Closing
        Agreements:
        After the
        Closing, the following additional agreements and provisions shall apply and
        be
        applicable:

      


      (a)         Immediately
        following issuance to them of the Un-issued Leases, Sellers shall execute,
        acknowledge (where applicable) and deliver to Buyer, or to Buyer’s designee,
        Assignments of each of the Un-issued Leases in the form attached as Exhibit
        B
        transferring 100% of the record title to the Un-issued Leases from Sellers
        to
        Buyer, or to Buyer’s designee, but reserving to Sellers, in the proportions
        reflected on attached Exhibit C (i.e., Cade - 3.75% ORRI and Donkel - 1.25%
        ORRI), an overriding royalty equal to five percent (5%) of 8/8ths, which
        overriding royalty shall also apply to all renewals and extensions of the
        Un-issued Leases

      
        
          
          

        

        
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      (b)         Buyer
        or its designee shall assume all obligations of Sellers under the Issued
        Leases
        for all periods from and after the date of this Agreement, including the
        obligation to timely pay all rentals thereafter due under such Issued Leases;
        and shall likewise assume all obligations of Sellers on all Un-issued Leases
        from and after the date of assignment of said Un-issued Leases from Sellers
        to
        Buyer or its designee, including the obligation to timely pay all rentals
        thereafter due under such Un-issued Leases.

      


      (c)         Buyer
        or its designee agrees, at its sole cost and expense, to drill, cause to
        be
        drilled, or re-enter and drill, within five (5) years after the issuance
        by the
        Alaska Department of Natural Resources of the subject Leases, to completion
        or
        abandonment, a test well on each of the subject Leases to a bottomhole depth
        and
        location of at least four thousand feet (the “Test
        Wells”).
        Should Buyer or
        its designee fail to timely drill or cause to be drilled a Test Well to
        completion or abandonment within five (5) years after the issuance of the
        Leases, Buyer or its designee shall forfeit its interest in each Leases on
        which
        a Test Well has not been drilled, and shall promptly execute and deliver
        to
        Sellers, or their designee(s), an assignment of the aforementioned lease
        free
        and clear of all liens and encumbrances except the overriding royalties created
        by this Agreement, such assignment to be on a form reasonably acceptable
        to
        Sellers or their designee(s).

      


      (d)         Should
        Buyer or its designee elect not to pay rentals on any of the Leases, then
        Buyer
        or its designee shall notify Sellers in writing, by certified mail, not later
        than forty-five (45) days prior to a rental payment date, and shall promptly
        execute and deliver to Sellers, or their designee(s), an assignment of the
        applicable Lease or Leases free and clear of all liens and encumbrances except
        the overriding royalties created by this Agreement, such assignment to be
        on a
        form reasonably acceptable to Sellers or their designee(s). 

      


      13.         Limitation
        of
        Liability; Indemnification.
        If a Seller has
        properly executed, acknowledged and delivered any and all Assignments
        attributable to his interest in the Leases and otherwise performed all
        obligations imposed on him pursuant to this Agreement, the Buyer shall not
        have
        any claim or remedy against such Seller. Each Seller (the “Indemnitor”) shall
        indemnify and hold the other Sellers harmless with respect to any claim,
        damage,
        liable and cost or expense (including reasonable attorney’s fees) attributable
        to any act, omission or other conduct of the Indemnitor in connection with
        this
        Agreement. 

      



      
        
          
          

        

        
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      14.        Miscellaneous:


      


      (a)         Governing
        Law.
        This Agreement
        and all instruments executed in accordance with it shall be governed by and
        interpreted in accordance with the laws of the State of Alaska, without regard
        to conflict of law rules that would direct application of the laws of another
        jurisdiction.

      


      (b)         Entire
        Agreement.
        This Agreement
        constitutes the entire agreement between the parties and supercedes all prior
        agreements, understandings, negotiations and discussions, whether oral or
        written, of the parties. No supplement, amendment, alteration, modification,
        waiver or termination of this Agreement shall be binding unless executed
        in
        writing by the parties hereto. 

      


      (c)         Waiver.
        No waiver of any
        of the provisions of this Agreement shall be deemed or shall constitute a
        waiver
        of any other provisions hereof (whether or not similar), nor shall such waiver
        constitute a continuing waiver unless otherwise expressly provided.


      


      (d)         Captions.
        The captions in
        this Agreement are for convenience only and shall not be considered a part
        of or
        affect the construction or interpretation of any provision of this Agreement.
        

      


      (e)         Assignment.
        Prior to the
        Closing, no party hereto shall assign this Agreement or any of its rights
        or
        obligations hereunder without the prior written consent of the other parties,
        and any assignment made without such consent shall be void ab
        initio.
        Except as
        otherwise provided herein, this Agreement shall be binding upon and inure
        to the
        benefit of the parties hereto and their respective permitted heirs, successors
        and assigns. 

      


      (f)         Notices.
        Any notice
        provided or permitted to be given under this Agreement shall be in writing,
        and
        may be served by personal delivery or by depositing same in the mail, addressed
        to the party to be notified, postage pre-paid, and registered or certified
        with
        a return receipt requested. Notice deposited in the mail in the manner
        hereinabove described shall be deemed to have been given and received on
        the
        date of the delivery as shown on the return receipt. Notice served in any
        other
        manner shall be deemed to have been given and received only if and when actually
        received by the addressee. For purposes of notice, the addresses of the parties
        shall be as follows: 

      


      Sellers’
Mailing
        Address:


      


      Daniel
        K.
        Donkel

      968
        Willow Run
        Lane

      Winter
        Springs,
        Florida 32708

      


      Samuel
        H.
        Cade

      3701
        Junius
        Street

      Dallas,
        TX
        75246


      
        
          
          

        

        
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      Buyer's
        Mailing
        Address:


      


      True
        North Energy
        Corp

      12
        Smith
        St

      16th
        Floor

      Houston,
        TX,
        77002

      


      Each
        party shall
        have the right, upon giving ten (10) days' prior notice to the other in the
        manner hereinabove provided, to change its address for purposes of notice.
        

      


      (i)         Expenses.
        Except as
        otherwise provided herein, each party shall be solely responsible for all
        expenses incurred by it in connection with this transaction. 

      


      (j)         Recitations
        True.
        The recitations
        set forth at the commencement of this Agreement are true and correct to the
        best
        knowledge, information and belief of the parties hereto. 

      


      (j)         Joint
        Preparation.
        This
        Agreement shall
        be deemed for all purposes to have been prepared through the joint efforts
        of
        the parties hereto and shall not be construed for or against one party or
        any
        other party as a result of the preparation, submittal, drafting, execution
        or
        other event of negotiation hereof.

      


      (k)         Severability.
        If any term or
        other provision of this Agreement is invalid, illegal or incapable of being
        enforced under any rule of law, all other conditions and provisions of this
        Agreement shall nevertheless remain in full force and effect so long as the
        economic or legal substance of the transactions contemplated hereby is not
        affected in a materially adverse manner with respect to either party.


      


      (l)         Counterpart
        Execution.
        For
        the sake of
        simplicity in execution, this Agreement may be executed by original or telefax
        signature in any number of counterparts, each of which shall be deemed an
        original hereof. All counterparts of this Agreement which are executed by
        telefax signature shall be valid and binding as original signatures for all
        purposes (evidentiary or otherwise). 

      


      


      


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      EXECUTED
        as of the
        respective acknowledgment dates of the signatory parties; effective as of
        the
        date first above mentioned.

      


      


      


      /s/
        Daniel K.
        Donkel                    
        

      DANIEL
        K.
        DONKEL

      


       

      /s/
        Samuel H.
        Cade                 


      SAMUEL
        H.
        CADE

      SELLERS

      
 

      /s/
        Massimiliano
        Pozzoni              

      MASSIMILIANO
        POZZONI (PRESIDENT)

      TRUE
        NORTH ENERGY
        CORP

       

      BUYER

      


      ESCROW
        AGENT AGREES
        TO THE 

      TERMS
        SET FORTH IN
        SECTIONS 9,

      10
        and 11 OF THE
        FOREGOING 

      AGREEMENT:

      


      RYAN
        GUNSAULS &
O’DONNELL

      


      


      


      By
/s/
        Douglas A.
        Barr            

         Douglas
        Barr

      



      
        
          
          

        

        
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      EXHIBIT
        A


      PART
        I -
        UN-ISSUED LEASES

      


      The
        following areas
        describe the general location of the Un-issued Leases. The final exact legal
        descriptions of each lease, when compiled by the AK Department of Natural
        Resources Division of Oil and Gas and as shown on the respective lease form,
        are
        herein incorporated by reference and shall govern and control,

      

        ADL
          390834 Area
          Description

        Meridian:  U     Township:  001N     Range:  018E      Section:  05        Total Acres:

        Meridian:  U     Township:  001N     Range:  018E      Section:  06        Total Acres:

        Meridian:  U     Township:  001N     Range:  018E      Section:  07       
          Total Acres: 

        Meridian:  U     Township:  001N     Range:  018E      Section:  08        Total Acres: 

        


        ADL 390839 Area Description

        Meridian:  U    Township:   011N     Range:  017E     Section:  25        Total Acres: 

        Meridian:  U     Township:  011N     Range:  017E     Section:  26        Total Acres: 

        Meridian:  U     Township:  011N     Range:  017E     Section:  35        Total Acres: 

        Meridian:  U     Township:  011N     Range:  017E     Section:  36        Total Acres: 

        


        ADL 390840 Area Description

        Meridian:  U     Township:  011N     Range:  017E      Section:  27        Total Acres:

        Meridian:  U     Township:  011N     Range:  017E      Section:  28        Total Acres:

        Meridian:  U     Township:  011N     Range:  017E      Section:  33        Total Acres: 

        Meridian:  U     Township:  011N     Range:  017E      Section:  34        Total Acres: 

        


        


        ADL 390841 Area Description

        Meridian:  U    Township:   011N     Range:  017E     Section:  29        Total Acres: 

        Meridian:  U     Township:  011N     Range:  017E     Section:  30        Total Acres: 

        Meridian:  U     Township:  011N     Range:  017E     Section:  31        Total Acres: 

        Meridian:  U     Township:  011N     Range:  017E     Section:  32        Total Acres: 

      

      
 


      
        
          
          

        

        
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      EXHIBIT
        B

      ASSIGNMENT
        FORM

      


      


      
        	
                DO&G
                  25-84 

              	
              	
                LEASE
                  ADL
                  _________________

              
	
                (LEASE
                  ASSIGNMENT) 

              	 	
                EFFECTIVE
                  DATE 

              
	
                Revised
                  12/01
                  

              	 	
                OF
                  LEASE
                  ___________________

              
	
                DNR
                  #10-113
                  

              	 	
                Is
                  this lease
                  producing? _____yes ______no
                  

              


      

      


      STATE
        OF
        ALASKA

      DEPARTMENT
        OF NATURAL RESOURCES

      DIVISION
        OF
        OIL AND GAS

      


      ASSIGNMENT
        OF INTEREST IN OIL AND GAS LEASE

      


      The
        undersigned
        assignor_________________________________________________________, 

      whose
        address
        is________________________________________________________________,


      as
        owner of ______________________________________ percent of the lease's working
        interest 

      does
        hereby assign
        to _________________________________________________, the assignee,


      whose
        address
        is________________________________________________________________,


      


      1.
        ________________________________________ percent working interest; 

      2.
        ________________________________________ percent overriding royalty interest.
        

      3.
        The assignor is retaining ________________________ percent of the lease's
        working interest. 

      4.
        The assignor is retaining ________________________ percent of overriding
        royalty
        interest. 

      5.
        LANDS AFFECTED by this assignment of interest (Attach Exhibit A if necessary)
        

      T__________,
        R
        ____________, ______________ Meridian 

      


      


      


      


      containing
        ___________________________acres, more or less. 

      


      The
        Notification
        Lessee for the purpose of receiving any and all notices from the State of
        Alaska
        in 

      connection
        with the
        lease will be: 

      


      Name
        ________________________________________________________________________

      


      Attn:_________________________________________________________________________
        

      Address
        ______________________________________________________________________

      City,
        State, Zip
        ________________________________________________________________ 

      


      We,
        the
        undersigned, request the approval of this assignment application. We attest
        that
        this application 

      discloses
        all
        parties receiving an interest in the lease and that it is filed pursuant
        to 11
        AAC 82.605 and 

      11
        AAC 82.615. We further attest that all parties to this agreement are qualified
        to transfer or hold an interest 

      in
        oil and gas leases pursuant to 11 AAC 82.200 and 11 AAC 2.205. Whether approved
        in whole or in part, the 

      assignee
        agrees to
        be bound by the provisions of said lease. 


      
        
          
          

        

        
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      Assignor's
        Signature _______________________________ Date
        _________________________

      


      Assignor's
        Name
        (Print or Type) & Title
        _____________________________________________

      


      Company
        Name
        ________________________________________________________________

      


      DNR
        Qualification
        File # __________________

      


      THE
        UNITED STATES
        OF AMERICA )   

      )SS.


      STATE
        OF
        ______________________ ) 

      


      This
        certifies that
        on the ___________day of _____________________, 20 _____, before me, a


      notary
        public in
        and for the State of _______________________________________________, duly
        

      commissioned
        and
        sworn, personally appeared __________________________________________,


      to
        me known and known to me to be the person
        described
        in, and who executed the foregoing assignment, 

      who
        then after
        being duly sworn according to law, acknowledged to me under oath that he
        executed same 

      freely
        and
        voluntarily for the uses and purposes therein mentioned. WITNESS my hand
        and
        official seal the 

      day
        and year in
        this certificate first above written. 

      


      __________________________________
        

       

      Notary
        Public


      My
        Commission expires ______________ 

      


      Assignee's
        Signature ________________________________Date_________________________


      


      Assignee's
        Name
        (Print or Type) & Title
        _____________________________________________

      


      Company
        Name
        ________________________________________________________________

      


      DNR
        Qualification
        File # ________________________ 

      



      
        
          
          

        

        
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      THE
        UNITED STATES
        OF AMERICA )

                                                           
        )SS.
        

      STATE
        OF
        ______________________ ) 

      


      This
        certifies that
        on the ___________ day of _______________, 20 _____, before me, a notary
        public
        in and for the State of _________________________________________________,
        duly
        commissioned and sworn, personally appeared _____________________________,
        to me
        known and known to me to be the person
        described
        in, and who executed the foregoing assignment, who then after being duly
        sworn
        according to law, acknowledged to me under oath that he executed same freely
        and
        voluntarily for the uses and purposes therein mentioned. WITNESS my hand
        and
        official seal the day and year in this certificate first above written.


      


      Notary
        Public


      My
        Commission expires ______________

      


      


      APPROVAL

      


      The
        foregoing
        assignment is approved as to the lands described in item 5 thereof, effective
        as
        of the date set forth below. 

      


      Mark
        D. Myers,
        Director _________________________________________________________

      Division
        of Oil and
        Gas, DNR, State of Alaska 

      


      Effective
        Date of
        Assignment _________________________________________

      


      



      
        
          
          

        

        
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      EXHIBIT
        C

      SELLERS
        LEASE OWNERSHIP PERCENTAGES

      


      
        	 	
                LEASE
                  #

              	
                WI
                  %

              	
                Originally
                  Pd

              	
                SALES
                  PRICE

              	
                1st
                  Yr
                  Rental

              
	 	 	 	 	 
	 	
                UN-ISSUED

              	
                100%
                  Bid/Rental

              	 	 
	
                ADL

              	
                390834

              	 	 	 	
                 

              
	 	
                Cade

              	
                75%

              	
                19,200.00

              	
                51,840.00

              	
                $2,560.00

              
	 	
                Donkel

              	
                25%

              	
                6,400.00

              	
                17,280.00

              	 
	 	 	 	
                25,600.00

              	
                69,120.00

              	 
	 	 	 	 	 	 
	
                ADL

              	
                390839

              	 	 	 	 
	 	
                Cade

              	
                75%

              	
                19,200.00

              	
                51,840.00

              	
                $2,560.00

              
	 	
                Donkel

              	
                25%

              	
                6,400.00

              	
                17,280.00

              	 
	 	 	 	
                25,600.00

              	
                69,120.00

              	 
	 	 	 	 	 	 
	
                ADL

              	
                390840

              	 	 	 	 
	 	
                Cade

              	
                75%

              	
                19,200.00

              	
                51,840.00

              	
                $2,560.00

              
	 	
                Donkel

              	
                25%

              	
                6,400.00

              	
                17,280.00

              	 
	 	 	 	
                25,600.00

              	
                69,120.00

              	 
	 	 	 	 	 	 
	
                ADL

              	
                390841

              	 	 	 	
                 

              
	 	
                Cade

              	
                75%

              	
                19,200.00

              	
                51,840.00

              	
                $2,560.00

              
	 	
                Donkel

              	
                25%

              	
                6,400.00

              	
                17,280.00

              	 
	 	 	 	
                25,600.00

              	
                69,120.00

              	 
	
                UN-ISSUED
                  TOTALS

              	 	
                $102,400.00

              	
                $276,480.00

              	
                 

              
	
                BID
                  AMOUNTS/RENTAL TO ESCROW

              	 	
                -$81,920.00

              	
                $10,240.00

              
	
                GRAND
                  TOTALS

              	 	
                $194,560.00

              	
                $81,920.00

              
	 	 	 	 	 	
                ESCROW

              
	
                TOTAL
                  

              	
                AMT.
                  PAID BY

              	
                BUYER:

              	 	
                $
                  286,720.00

              	 


      

      


      


      


      
        
          
          

        

        
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