Exhibit 10.08

                               PURCHASE AGREEMENT

                             Earthwise Energy, Inc.

                                       and

                          Energy Partners International

                          (collectively, the "Sellers")

                                       and

                        Masch Branch Exploration, L.L.C.

                                  (the "Buyer")

                                January 13, 2011
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                               PURCHASE AGREEMENT
                                TABLE OF CONTENTS

Article 1     DEFINITIONS..................................................... 4

Article 2     PURCHASE OF PROPERTIES.......................................... 8
        2.1   Conveyance of Properties........................................ 8
        2.2   Limitations.....................................................10

Article 3     CONSIDERATION...................................................10
        3.1   Consideration...................................................10
        3.2   Cash Consideration Payment......................................10
        3.3   Delivery and Facilitation of Stock Consideration................10
        3.4   Consent to Allocation/Division of Consideration.................11

Article 4     ENVIRONMENTAL MATTERS...........................................11
        4.1   Presence of Wastes, NORM, Hazardous Substances and Asbestos.....11

Article 5     REPRESENTATIONS AND WARRANTIES OF SELLERS.......................11
        5.1   Organization; Authority; Enforceability.........................11
        5.2   No Conflict.....................................................12
        5.3   Consents and Preferential Rights................................12
        5.4   Litigation and Claims...........................................12
        5.5   Governmental Permits............................................12
        5.6   Contracts.......................................................12
        5.7   No Encumbrances.................................................12
        5.8   Current Commitments.............................................13
        5.9   Taxes...........................................................13
        5.10  Finder's Fees...................................................13
        5.11  No Adverse Environmental Conditions.............................13
        5.12  No Net Reduction of Interests...................................13

Article 6     REPRESENTATIONS AND WARRANTIES OF Buyer.........................14
        6.1   Organization; Authority; Enforceability.........................14
        6.2   No Conflicts....................................................14
        6.3   Finder's Fees...................................................14

Article 7     SPECIFIC COVENANTS OF the Parties...............................14
        7.1   Confidentiality.................................................14
        7.2   Escrow of Work-Over Reimbursement; AFE Restrictions.............15
        7.3   JV Resignation and JV Letter....................................16
        7.4   Change of Operator..............................................17
        7.5   Covenants of the Parties Regarding Scruggs Litigation...........17
        7.6   GGG Gathering Agreement.........................................18
        7.7   ETC Transportation Agreement....................................18
        7.8   Temco Marketing Agreement.......................................19
        7.9   GTO Discussions.................................................19

Article 8     CLOSING.........................................................20
        8.1   The Closing.....................................................20
        8.2   Closing Deliveries..............................................20

Article 9     ACCOUNTING MATTERS..............................................21
        9.1   Post-Closing Revenues and Expenses..............................21
        9.2   Accounting Software.............................................21

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        9.3   Bank Accounts...................................................22
        9.4   Severance Taxes, Refunds, and Expense Reimbursements Due to EEI.22
        9.5   Liability Exemption of Buyer....................................24

Article 10    CERTAIN POST-CLOSING COVENANTS..................................25
        10.1  Further Assurances..............................................25
        10.2  Delivery of Records by EEI......................................25

Article 11    INDEMNIFICATION.................................................25
        11.1  Sellers' Indemnity..............................................25
        11.2  Scope of Each Seller's Indemnity................................26
        11.3  Survival of Sellers' Representations and Warranties.............26
        11.4  Buyer's Indemnity...............................................26
        11.5  Limitations of Warranties on Personal Properties................26
        11.7  Convenants Running with the Land................................27

Article 12    TAXATION........................................................27
        12.1  Responsible Party...............................................27
        12.2  Transfer Taxes..................................................28
        12.3  Tax-Deferred Exchange Option....................................28
        12.4  Allocation of Values............................................28

Article 13    MISCELLANEOUS...................................................28
        13.1  Joint and Severally Liability of EEI............................28
        13.2  Notice..........................................................28
        13.3  Governing Law...................................................28
        13.4  Assignment......................................................29
        13.5  Entire Agreement; Amendments....................................29
        13.6  Construction....................................................29
        13.7  Severability....................................................30
        13.8  Binding Effect..................................................30
        13.9  Counterparts....................................................30
        13.10 Exercise of Rights; Waiver......................................30
        13.11 Expenses and Fees...............................................30
        13.12 Limitation on Damages...........................................30
        13.13 Conspicuousness.................................................30
        13.14 Disputes; Interpretation........................................30
        13.15 Attorney's Fees.................................................31
        13.16 Voluntary Agreement.............................................31

EXHIBITS:

Exhibit A            Properties
Exhibit B            Copy of the Lease
Exhibit C            Scruggs Resolution
Exhibit D            Subscription, Issuance Resolution and Authorization Letter
Exhibit E            GGG Gathering Agreement
Exhibit F            ETC Transportation Agreement
Exhibit G - Part 1   Form of Conveyance - EPI's Portion of the Properties
Exhibit G - Part 2   Form of Conveyance - EEI's Portion of the Properties
                     (excluding JV Interests)
Exhibit G - Part 3   Form of Conveyance - JV Interests
Exhibit H            Temco Marketing Agreement
Exhibit I            Form of Stipulation, Cross-Conveyance and Correction
                     Assignment
Exhibit J            Form of JV Letter and JV Ballot
Exhibit K            Form of Ratification of JOA and Amendments and Transfer of
                     Operator's Lien
Exhibit L            Form of Escrow Agreement
Exhibit M            Form of GGG Consent

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                               PURCHASE AGREEMENT

     This Purchase Agreement (this "AGREEMENT" or this "PA") is made and entered
into on January ____,  2011,  by and between  Earthwise  Energy,  Inc., a Nevada
corporation  ("EEI") and Energy  Partners  International,  a Texas Joint Venture
Partnership  ("EPI")  (collectively,  EEI and EPI may be  referred  to herein as
"SELLERS")  and Masch Branch  Exploration,  L.L.C.,  a Texas  limited  liability
company  (referred to herein as "BUYER").  Each party to this  Agreement  may be
referred to herein as a "PARTY" and collectively, as the "PARTIES".

     WHEREAS,  each  Seller  desires  to convey to Buyer,  and Buyer  desires to
receive from each Seller, the "PROPERTIES" (as defined hereinafter) on the terms
and conditions set forth herein;

     NOW,  THEREFORE,  based on and in consideration of the mutual covenants and
agreements contained herein, the Parties agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     To the  extent not  defined  elsewhere  in this  Agreement,  the  following
definitions apply:

     "ADVERSE  ENVIRONMENTAL  CONDITION"  means any  contamination  or condition
exceeding  regulatory limits and not otherwise permitted or authorized by permit
or law, resulting from any discharge,  release, production,  storage, treatment,
seepage, escape, leakage, emission,  emptying,  leaching or any other activities
on,  in or  from  the  Lease  or  the  Properties,  of any  wastes,  pollutants,
contaminants,  hazardous  materials or other materials or substances  subject to
regulation   relating  to  the  protection  of  the  environment   that  require
remediation  based upon the condition of the  Properties  at the Effective  Time
pursuant to any current federal, state or local laws or statutes,  including the
Environmental Laws.

     "AFFILIATE" means any Person which (a) controls or is controlled by, either
directly or indirectly, a Party or (b) is directly or indirectly controlled by a
Person which  directly or  indirectly  controls  such Party,  for which  purpose
"control"  means the right to  exercise  more than  fifty  percent  (50%) of the
voting rights in the appointment of the directors or similar representation of a
Person.

     "BUYER  GROUP"  means  Buyer,   its  Affiliates,   and  its  (and/or  their
respective)  employees,   officers,   directors,   agents,  contract  operators,
consultants, members and representatives.

     "CLAIM" means any and all claims, demands, suits, causes of action, losses,
damages, liabilities, fines, penalties, costs and expenses (including attorneys'
fees and costs of litigation,  arbitration  and  settlements),  whether known or
unknown.

     "CLOSING" has the meaning given in Article 8 hereof.

     "CLOSING DATE" means the time and date of the Closing, as set forth in this
Agreement.

     "CONTRACTS" shall have the meaning given for such term, as set forth in the
form of the Conveyances  attached hereto as Exhibit "G" - Part 1 and Exhibit "G"
- Part 2.

     "DEBT   INSTRUMENT"  means  any  indenture,   mortgage,   loan,  credit  or
sale-leaseback or similar financial contract.

     "EFFECTIVE TIME" means 11:59 p.m. CST on December 31, 2010.

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     "ENVIRONMENTAL  LAWS" means all applicable  Laws and/or  regulations of any
Governmental  Authority concerning or relating to (a) prevention of pollution or
environmental  damage,  (b) removal or remediation of pollution or environmental
damage, or (c) protection of the environment or health or safety, including, but
not limited to, the Clean Air Act,  the  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980, the Federal Water Pollution Control Act,
the Safe Drinking Water Act, the Toxic Substance  Control Act, the Hazardous and
Solid Waste Amendments Act of 1984, the Superfund Amendments and Reauthorization
Act of 1986, the Hazardous  Materials  Transportation  Act, the Clean Water Act,
the National  Environmental Policy Act, the Endangered Species Act, the Fish and
Wildlife  Coordination Act, the National  Historic  Preservation Act and the Oil
Pollution Act of 1990, as such laws may be amended from time to time.

     "GATHERING  SYSTEM"  means,  generally,  that  certain  system of pipes and
equipment owned by Gaedeke Gulftex Gathering, LLC ("GGG") that is commonly known
as the Copper Canyon Gathering System ("CCGS"), including (i) those certain four
gas lines  that run from the gas meter at the tank  battery  on each of four oil
and gas wells,  the Foster #1-H, the McClendon #1-H, the McClendon #2-H, and the
Scruggs #1-H wells,  to a common  connection  point ("CCP")  located  within the
drilling  unit of the  Foster  #1-H well  (generally  referred  to herein as the
"FOSTER Lease"), (ii) certain common equipment,  including,  but not limited to,
an inline compressor and secondary water separator installed on the Foster Lease
after the CCP (the  "COMPRESSOR AND COMMON  EQUIPMENT"),  and (iii) a common gas
transmission  line running from the common compressor to a conduit junction at a
common delivery point ("CDP") connecting the CCGS to a separate, third party gas
line on the Foster Lease (the "ETC LINE") for continued transmission  thereafter
pursuant to that certain  contract  dated July 1, 2007 (the "ETC  TRANSPORTATION
AGREEMENT") by and between GTO and ETC Texas Pipeline,  Ltd. ("ETC") under which
EEI has replaced GTO as the "shipper"  therein;  and specifically with regard to
the Well,  "GATHERING SYSTEM" means the gas line that runs from the gas meter at
the tank battery on the Well through the Easement  owned by GGG on the Lease and
which then  continues  off the Lease and on to its  connection at the CCP on the
Foster Lease.

     "GATHERING  CONTRACT"  means that certain gas  gathering  agreement,  dated
September  1, 2007 and now owned by GGG, a copy of which is  attached as Exhibit
"E",  which  designated  GTO as the  "shipper"  of gas from the Well and Gulftex
Gathering,  LP ("GTG") as the "Gatherer" therein, as differentiated from the ETC
Transportation  Agreement,  which designates GTO as the "Shipper" and ETC as the
"Gatherer" therein;

     "GOVERNMENTAL AUTHORITY" means any federal, state, local, municipal, tribal
or other  government,  any governmental,  regulatory or  administrative  agency,
commission,  body or other  authority  exercising  or entitled  to exercise  any
administrative,  executive, judicial, legislative,  police, regulatory or taxing
authority or power, or any court or government tribunal.

     "GULFTEX  OPERATING,  INC." or "GTO" means that certain Texas  corporation,
whose address is 3030 LBJ Freeway,  Suite 1320, Dallas, Texas 75234 and which is
known by and to Buyer and each Seller as the Person that,  based on  information
and belief,  (a) obtained the Lease from the  Originators,  (b) drilled the Well
and was the  first  operator  of the  Well,  (c)  constructed,  or  caused to be
constructed,  the Gathering  System,  (d)  originally  formed the JV and was the
first manager of the JV, and (e) assigned the Properties to each Seller.

     "HYDROCARBONS"   means  crude  oil,   natural  gas,  natural  gas  liquids,
casinghead gas, distillate, plant products, condensate, related hydrocarbons and
associated substances (including carbon dioxide) and all other minerals of every
kind and  character  which may be covered  by,  produced  from,  or  included in
relation to the Properties.

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     "JOA" means that certain Joint Operating  Agreement,  dated August 5, 2006,
originally  executed  by GTO,  as  operator  therein,  and  Philip  R.  Rice and
Mid-Continent  Geological,  Inc., as the  non-operators  therein,  including all
exhibits attached thereto and all subsequent  modifications and/or amendments to
same (of which  Buyer has  received a copy or which has been  manifested  in the
real property records in Denton County, Texas), as made thereafter, all of which
are  deemed  to be  incorporated  into  this  Agreement  in  their  entirety  by
reference.

     "JV"  means that  certain  Texas  Joint  Venture  partnership  known as the
Scruggs #1-H Joint Venture,  which was originally  formed and managed by GTO and
which is currently managed by EEI.

     "JV  AGREEMENT"  means that  certain  written  Scruggs  #1-H Joint  Venture
Agreement, effective December 12, 2005, between and amongst each of the partners
acceding to ownership of a percentage of the JV  partnership  interests  through
their  admission  into  the  JV,  as a  general  partner  therein,  at any  time
subsequent to the JV's original formation and organization by GTO.

     "JV INTERESTS" means that certain partnership  interest in the Scruggs #1-H
Joint Venture owned by EEI, constituting a 2.383388% partnership interest in the
JV,  which is  equivalent  to a 1.000%  working  interest  (0.750%  net  revenue
interest) in the Well.

     "LAWS"  means  any and all  laws,  statutes,  codes,  ordinances,  permits,
licenses,   authorizations,   agreements,  decrees,  writs,  orders,  judgments,
principles of common law, rules or regulations (including,  for the avoidance of
doubt,  Environmental  Laws)  that  are  promulgated,  issued  or  enacted  by a
Governmental Authority having jurisdiction.

     "LEASE"  means that  certain  Oil and Gas Lease  executed  by  Michael  and
Melanie  Scruggs  (the  "SCRUGGS"),   as  Lessors  therein,   and  Mid-Continent
Geological,  Inc., as Lessee therein,  effective as of August 1, 2004, including
all extensions, amendments and ratifications thereof, a true and correct copy of
which is shown as Exhibit "B", which is attached  hereto and made a part hereof,
and  a  memorandum  of  said  original   Lease  being   recorded  as  Instrument
#2004-124797, Official Records of Denton County, Texas, with a duplicate version
of said  memorandum  being  subsequently  recorded as  Instrument  #2004-146829,
Official Records of Denton County,  Texas (both memoranda  referring to the same
and singular Lease).

     "NET REDUCTION OF INTERESTS"  means (a) a reduction of either  Seller's Net
Revenue  Interest in one or more of the  Properties  described  in Exhibit  "A",
which  is  attached  hereto  and made a part  hereof,  at any  time  during  the
productive life thereof resulting from an occurrence prior to the Effective Time
or a contractual  obligation in existence prior to the Effective Time, below the
Net Revenue Interest for such Properties, as set forth in Exhibit "A", or (b) an
increase of either Seller's  Working Interest in a one or more of the Properties
described in Exhibit "A" at any time during the  productive  life or abandonment
thereof  resulting  from  an  occurrence  prior  to  the  Effective  Time  or  a
contractual  obligation in existence  prior to the Effective  Time, to more than
the Working Interest for such Properties, as set forth in Exhibit "A".

     "NET  REVENUE  INTEREST"  means  each  Seller's  interest  in  and  to  all
production of Hydrocarbons saved,  produced and sold from any of the Properties,
as such interest(s) is/are described in Exhibit "A".

     "NORM" means naturally occurring radioactive material.

     "OPERATIVE  DOCUMENTS"  means  those  documents  listed or  referred  to in
Section 8.2 or otherwise  delivered at or after the Closing, in each case to the
extent executed and delivered by a Party.

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     "ORIGINATORS"  means  Mid-Continent  Geological,   Inc.,  the  Person  that
originally  acquired the Lease from the Scruggs (in  conjunction  and/or concert
with Philip R. Rice who, while not a lessee under the Lease, is included in this
definition of the term "Originators", as one of the Originators of the Lease).

     "PARTY"  means Buyer or either  Seller,  as the case may be, and  "PARTIES"
means all of them.

     "PERMITTED ENCUMBRANCES" means:

     (a)  Royalties,  overriding royalties, sliding scale royalties,  production
          payments,  reversionary interests,  convertible interests, net profits
          interests and similar burdens if the cumulative  effect of the burdens
          does not operate as a Net Reduction of Interests;

     (b)  Division  orders,  natural  gas  marketing  agreements  (to the extent
          disclosed and assumed hereunder), and the Contracts;

     (c)  Preferential  rights to  purchase  one or more of the  Properties  and
          similar  contractual  provisions  and required third party consents to
          assignment  (of the Lease and operations of the Well) that either have
          been waived or obtained prior to Closing or are  customarily  obtained
          post-Closing;

     (d)  Materialman's,   mechanic's,  repairman's,  employee's,  contractor's,
          operator's, tax, assessment and other similar liens or charges arising
          in the ordinary  course of business for  pre-Closing  obligations  (i)
          that  are  not  delinquent  or  (ii)  that if  delinquent,  are  being
          contested  in good faith and for which each  Seller  hereby  agrees to
          indemnify Buyer subsequent to Closing;

     (e)  Easements,  rights-of-way,  servitudes,  permits,  surface leases, and
          other rights in respect of surface operations that do not individually
          or in the aggregate materially interfere with the use and operation of
          any of such Properties affected thereby for the purpose for which such
          Properties are currently used;

     (f)  Each of the Contracts (except for any terms or provisions thereof that
          are not usual and  customary for  agreements  of such nature  covering
          Hydrocarbon  properties and  operations  similar to the Properties and
          current operation thereof);  provided, however, that the effect of any
          such  items  does not and  will  not  operate  as a Net  Reduction  of
          Interests;

     (g)  The Operator's  liens (if any) as provided for under the JOA (which is
          being assigned to Buyer  hereunder),  whether perfected by recordation
          of a written notice thereof in the records of Denton County,  Texas or
          otherwise,  either  before or after  Closing,  or any such  Operator's
          lien(s)  reflected or established  in a replacement,  amendment or new
          joint  operating  agreement (if any) between and amongst the WI owners
          of the Lease post-Closing; and

     (h)  Each of the liens, encumbrances, or other obligagtions of the Scruggs.

     "PERSON" means an individual,  group,  partnership,  corporation,  trust or
other entity, including Governmental Authorities.

     "PROPERTIES"  has  the  meaning  given  in  Article  2  hereof  and as more
specifically described in Exhibit "A" attached hereto.

     "PROPERTY  TAXES"  means all federal,  state or local  taxes,  assessments,
levies or other charges, which are imposed upon the Properties by any applicable

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governing  or  educational  body,  including  (but not  limited  to) ad valorem,
property, school,  documentary or stamp, as well as any interest,  penalties and
fines assessed or due in respect of any such taxes, whether disputed or not.

     "RECORDS"  means, to the extent in the possession of either Seller or which
either  Seller  has the right to  obtain,  copies of books and  records,  files,
records, data,  correspondence,  studies,  surveys,  reports,  Hydrocarbon sales
contract files,  gas processing  files,  geologic,  proprietary  geophysical and
seismic data  (including  raw data and any  interpretative  data or  information
relating to such geologic, geophysical and seismic data) and other data (in each
case whether in written or  electronic  format) and relating to the operation of
the  Properties,  including  all  title  records,  prospect  information,  title
opinions,  title  insurance  reports,  abstracts,  property  ownership  reports,
customer lists,  supplier lists,  sales materials,  well logs, well tests, maps,
engineering data and reports,  health,  environmental and safety information and
records,  third-party  licenses,  accounting and financial records,  operational
records,  reserve  estimates and economic  estimates;  production and processing
records,  division order, lease, land and right-of-way files,  accounting files,
tax records (other than income tax),  and contract  files.  Notwithstanding  the
foregoing,  "RECORDS"  shall not include any of the foregoing to the extent that
such information cannot be disclosed without consent under the terms of existing
Contracts but only to the extent  either  Seller has requested  such consent and
such consent has not been obtained.

     "SELLER  GROUP"  means each Seller and  its/their  Affiliates,  and its and
their respective employees,  officers, directors,  partners, contract operators,
agents, consultants and representatives.

     "SEVERANCE  TAXES"  means all federal,  state or local taxes,  assessments,
levies or other charges,  which are imposed upon production from the Properties,
including excise taxes on production,  severance or gross production, as well as
any interest,  penalties and fines assessed or due in respect of any such taxes,
whether disputed or not.

     "TAXES" mean any and all taxes, levies or other like assessments, including
but not limited to income tax, franchise tax, profits tax, windfall profits tax,
surtax,  gross receipts tax, capital gains tax, remittance tax, withholding tax,
sales tax, use tax,  value added tax, goods and services tax,  presumptive  tax,
net worth tax, special  contribution,  production tax,  pipeline  transportation
tax, severance tax, excise tax, ad valorem tax, property tax (real,  personal or
intangible),  inventory  tax,  transfer  tax,  premium  tax,  environmental  tax
(including  taxes under  Section 59A of the Code),  customs  duty,  stamp tax or
duty, capital stock tax, franchise tax, margin tax, occupation tax, payroll tax,
employment  tax,  social  security  tax,   unemployment  tax,   disability  tax,
alternative  or add-on  minimum  tax,  estimated  tax,  and any  similar  tax or
assessment  imposed by any  Governmental  Authority or other  taxing  authority,
together  with any  interest,  fine or  penalty,  or addition  thereto,  whether
disputed or not.

     "TRIO" means Trio Consulting and Management,  LLC of Wichita Falls,  Texas,
the  operator-of-record  heretofore  engaged by contract with EEI to operate the
Well on the Lease.

     "WELL"  means the  Scruggs  #1-H well (API  #42-121-32726)  located  on the
Lease.

     "WORKING  INTEREST(S)"  or "WI" means the  percentage of costs and expenses
associated  with  the   exploration,   drilling,   development,   operation  and
abandonment of the Well and any well on the Lease (and the associated obligation
to pay the same).

                                    ARTICLE 2
                             PURCHASE OF PROPERTIES

2.1  CONVEYANCE  OF  PROPERTIES.  Subject  to the terms and  conditions  of this
Agreement, each Seller agrees to assign, convey, and deliver to Buyer, and Buyer
agrees  to  acquire  and take  receipt  from  each  Seller  at the  Closing  the

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"PROPERTIES," meaning each such Seller's respective right, title and interest in
and to the following:

     2.1.1. The  Lease  and all of the lands  covered  by the  Lease  ("LANDS"),
          together with  corresponding  surface and subsurface  rights in and to
          all the property and rights incident thereto,  including all rights in
          any pooled or unitized or communitized  acreage by virtue of the Lands
          being a part thereof ("UNITS"); all production from Units allocated to
          any such Lands; and all  reversionary  interests,  carried  interests,
          options,  convertible interests and net profits interests attributable
          thereto,  together  with all rights that arise by  operation of Law or
          otherwise in all properties and land unitized,  communitized or pooled
          with the Lands;

     2.1.2. All easements, rights-of-way,  servitudes, licenses, authorizations,
          permits, and similar surface and other rights and interests applicable
          to, or used or useful in connection with, any or all of the Lease, the
          Lands and Units (the "EASEMENTS");

     2.1.3. All producing, non-producing, shut-in and other well bores including
          Hydrocarbon  wells,  disposal  wells,  injection  wells,  observations
          wells,  and co-op  wells  located on the  Lease,  the Lands and Units,
          including the Well and the pro-ration units associated therewith;

     2.1.4. All pipelines,  plants, gathering and processing systems, platforms,
          buildings, compressors,  machinery, tools, utility lines, all computer
          and automation  equipment  (including rental or leasing agreements for
          any of same)  located  on  Lease,  the  Lands  and  Units,  equipment,
          fixtures,  and  improvements  and other  appurtenances,  on or to, the
          Lease, the Lands and Units,  insofar as they are used or were obtained
          in connection with the ownership, operation,  maintenance or repair of
          the Lease, the Lands and Units or relate to the production, treatment,
          sale, or disposal of  Hydrocarbons  or water  produced from the Lease,
          the  Lands  and  Units  or  attributable  thereto,  exclusive  of  the
          Gathering  System  but  inclusive  of each  Seller's  connections  and
          connective equipment thereto (the "FACILITIES"); ----------

     2.1.5. All Hydrocarbons (or the proceeds from the sale of Hydrocarbons) (a)
          produced after the Effective Time or (b) located,  as of the Effective
          Time, in pipelines or in tanks above the pipeline sales connection, in
          each case, attributable to the Lease, the Lands and Units;

     2.1.6. The Contracts;

     2.1.7. All unitization,  communitization and pooling  declarations,  orders
          and  agreements to the extent they relate to the Lease,  the Lands and
          Units, or the production of Hydrocarbons therefrom;

     2.1.8. All environmental and other  governmental  (whether federal,  state,
          local or tribal) certificates,  consents,  permits,  licenses, orders,
          authorizations,  franchises and related instruments or rights relating
          to the ownership,  operation or use of the Lease, the Lands, Units and
          the Facilities (the "PERMITS");

     2.1.9. All royalties, sliding scale royalties, shut in royalties, rights to
          royalties in kind or other interests,  including Working Interests and
          JV  partnership  interests,  in  production of  Hydrocarbons  from the
          Lease, the Lands and Units;

                                       9
<PAGE>
     2.1.10.  All  Records  of each  Seller  used or held for use  primarily  in
          connection with the Lease, the Lands, Units and the Facilities and the
          production of Hydrocarbons from the Lease, the Lands and Units.

2.2 LIMITATIONS. All of the rights, titles, and interests in and to the real and
personal properties  described in Sections 2.1.1 through 2.1.10,  subject to the
limitations  and terms  expressly  set forth  herein and in Exhibit "A", as more
particularly described in the forms of conveyance shown in Exhibit "G" - Part 1,
Exhibit "G" - Part 2, and Exhibit "G" - Part 3 attached hereto, are individually
and  collectively   referred  to  hereinafter,   without  distinction,   as  the
"PROPERTIES".

                                    ARTICLE 3
                                  CONSIDERATION

3.1  CONSIDERATION.  Consideration for the Properties  hereunder shall be in the
form of cash and third party stock,  as more  completely  set forth herein.  The
total cash consideration  shall be delivered by Buyer for EPI's interests in the
Properties in the amount of Two Hundred Fifty  Thousand and No/100 U.S.  Dollars
($250,000.00)  (the  "CASH  CONSIDERATION").  The stock  consideration  shall be
delivered by Buyer for EEI's  interests in the  Properties in the amount of FIVE
MILLION  (5,000,000)  shares  (par  value  $0.001)  of  common  stock  of  Topaz
Resources,  Inc., a publicly-traded Florida corporation organized under the laws
of the State of Florida ("TOPAZ") (OTCBB: TOPZ),  deliverable as set forth below
(the "STOCK CONSIDERATION").

3.2 CASH  CONSIDERATION  PAYMENT.  The Parties agree that the Cash Consideration
will be payable in its entirety from Buyer to EPI at Closing.

3.3 DELIVERY AND FACILITATION OF STOCK  CONSIDERATION.  The Stock  Consideration
shall be  deliverable  and payable to EEI at Closing as follows:  Buyer warrants
and represents to EEI that Buyer has arranged for and contracted with Topaz, for
independent  consideration,  for the  delivery to Buyer's  credit  (and  Buyer's
subsequent  delivery  to EEI at  Closing  hereunder)  of a written  subscription
agreement  (the  "SUBSCRIPTION")  for the  Stock  Consideration,  which EEI (and
Topaz, in advance of the Closing) will execute in duplicate,  original format at
Closing,  accompanied by a written resolution of Topaz's board of directors (the
"ISSUANCE  RESOLUTION")  approving the issuance of the subject Topaz shares and,
in addition, an authorization letter (the "AUTHORIZATION LETTER"), executed by a
properly authorized Topaz officer,  instructing Topaz's stock registration agent
(the "AGENT") to immediately issue and deliver the Stock Consideration shares in
EEI's name. True and correct copies of the forms of the  Subscription,  Issuance
Resolution, and Authorization Letter are attached hereto as Exhibit "D" and made
a part hereof.  EEI's  receipt of the  certificate  for the Stock  Consideration
shares following the Closing shall be requisite for the title to EEI's ownership
or interest(s) in the Properties to vest with Buyer hereunder. The Parties agree
to  communicate  and  cooperate  to the extent  possible to (a)  facilitate  the
certificate's  delivery as soon as practicable after Closing, and (b) afford all
Parties notice of EEI's physical  receipt of such  certificate.  EEI understands
that the  subject  Stock  Consideration  shares  are not  registered  under  the
Securities Exchange Act of 1933, as amended (the "ACT"), on the grounds that the
issuance of securities in relation to this Agreement is exempt from registration
under the Act.  EEI further  understands  that the shares  comprising  the Stock
Consideration  may not be sold,  transferred  or  otherwise  disposed of without
registration under the Act or an exemption  therefrom,  and that said shares may
not be sold  pursuant  to Rule 144  promulgated  under the Act unless all of the
conditions of that Rule are met or established.  When issued by the Agent in the
name of "Earthwise  Energy,  Inc." in accordance with this  Agreement,  the said
shares shall be validly  issued,  as fully paid and  nonassessable  and shall be
free and clear of all liens  imposed by or  through  Buyer,  the  Agent,  and/or

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<PAGE>
Topaz; and neither the issuance nor the delivery of the said Stock Consideration
shares is subject to any  preemptive or any similar right of any  stockholder of
Topaz or of any other Person.

3.4  CONSENT TO  ALLOCATION/DIVISION  OF  CONSIDERATION.  EEI and EPI,  by their
execution  hereof,  agree and consent to the division of the Cash  Consideration
and the Stock Consideration between and amongst themselves, as set forth in this
Article 3. Such division and any net  reductions of the Cash Purchase  Price (a)
shall not  otherwise  serve to  compromise  or alter the  effectiveness  of this
Agreement,  and (b) is the product of an election  and division  promulgated  by
Sellers amongst  themselves (and has not been determined by Buyer). The division
or allocation of the Cash Consideration and Stock  Consideration  herein between
and  among  EEI and EPI shall  not  otherwise  serve in any  manner to divide or
separate this Agreement into distinct  transactions or agreements  between Buyer
and each Seller.

                                    ARTICLE 4
                              ENVIRONMENTAL MATTERS

4.1  PRESENCE  OF  WASTES,  NORM,  HAZARDOUS  SUBSTANCES  AND  ASBESTOS.   BUYER
ACKNOWLEDGES  THAT THE  PROPERTIES  HAVE BEEN USED TO EXPLORE  FOR,  DEVELOP AND
PRODUCE  HYDROCARBONS,  AND THAT SPILLS OF WASTES,  CRUDE OIL,  PRODUCED  WATER,
HAZARDOUS   SUBSTANCES   AND  OTHER   MATERIALS  MAY  HAVE   OCCURRED   THEREON.
ADDITIONALLY,  THE  PROPERTIES,  INCLUDING  PRODUCTION  EQUIPMENT,  MAY  CONTAIN
ASBESTOS,  HAZARDOUS  SUBSTANCES OR NORM. NORM MAY AFFIX OR ATTACH ITSELF TO THE
INSIDE  OF  WELLS,  MATERIALS  AND  EQUIPMENT  AS SCALE OR IN OTHER  FORMS,  AND
NORM-CONTAINING  MATERIAL MAY HAVE BEEN BURIED OR  OTHERWISE  DISPOSED OF ON THE
PROPERTIES.  A HEALTH  HAZARD MAY EXIST IN  CONNECTION  WITH THE  PROPERTIES  BY
REASON THEREOF.  SPECIAL  PROCEDURES MAY BE REQUIRED FOR REMEDIATION,  REMOVING,
TRANSPORTING  AND DISPOSING OF ASBESTOS,  NORM,  HAZARDOUS  SUBSTANCES AND OTHER
MATERIALS FROM THE PROPERTY.  Notwithstanding  the foregoing  acknowledgment(s),
Buyer's  purchase of the Properties  hereunder does not otherwise serve to waive
or diminish  (a)  Sellers'  representations  and  warranties  herein  concerning
Adverse Environmental  Conditions,  or (b) Sellers' indemnification from claims,
demands,  costs and damages resulting from operations and production  activities
undertaken prior to the Effective Time, in whole or in part,  subject to Section
11.2 hereof.

                                    ARTICLE 5
                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each Seller  represents  and warrants to Buyer that each  statement made in
this Article 5 is true and correct as of the date of this  Agreement and will be
true and correct as of the Closing Date.

5.1  ORGANIZATION;   AUTHORITY;  ENFORCEABILITY.  EEI  is  a  corporation,  duly
organized, validly existing, and in good standing under the laws of the State of
Nevada. EPI is a Texas Joint Venture partnership managed by EEI, duly organized,
validly existing, and in good standing under the laws of the State of Texas. EEI
and EPI are duly  qualified to do business in each other  jurisdiction  in which
the conduct of its respective business or ownership or leasing of its respective
properties makes such qualification or registration  necessary.  Each Seller has
all requisite  power and authority to execute and deliver this Agreement and the
Operative  Documents  to which it is a party,  to  consummate  the  transactions

                                       11
<PAGE>
contemplated  by this  Agreement  and the  Operative  Documents to which it is a
party  and to  perform  all of its  obligations  under  this  Agreement  and the
Operative  Documents to which it is a party.  This  Agreement and each Operative
Document  have been  duly  executed  and  delivered  on  behalf of each  Seller,
respectively,  and  constitute  a legal,  valid and binding  obligation  of such
Seller,  enforceable  against  it in  accordance  with its and their  respective
terms,  except  as  limited  by  bankruptcy  or other  similar  Laws  applicable
generally to creditors' rights and as limited by general equitable principles.

5.2 NO CONFLICT.  Each Seller's execution and delivery of this Agreement and the
Operative  Documents  to  which  it is a  party  and  the  consummation  of  the
transactions  contemplated  by this Agreement or such Operative  Documents by it
will not (a) conflict  with or result in a violation  of or a default  under (i)
any provision of any Laws  applicable  to such Seller,  (except for consents and
approvals  of  Governmental   Authorities  customarily  obtained  subsequent  to
transfer);  (ii) any Debt Instrument to which such Seller is a party or by which
such Seller is bound;  (iii) any order,  judgment or decree of any  Governmental
Authority;  or (b)  create  any  lien  or  encumbrance  upon  one or more of the
Properties other than a Permitted Encumbrance.

5.3  CONSENTS  AND  PREFERENTIAL  RIGHTS.  Other than those  consents  expressly
contemplated in this Agreement as being obtained at or after Closing,  there are
no  preferential  rights  to  purchase,  options  to  purchase,  areas of mutual
interest agreements, or consents to assign affecting the Properties,  except for
consents  and  approvals  of  Governmental   Authorities   customarily  obtained
subsequent to transfer. Any consent(s) or third party approval(s) required under
one or more of the Contracts for a transfer or assignment  from Sellers to Buyer
shall be secured in writing and provided to Buyer as a  condition(s)  of Closing
hereunder.

5.4 LITIGATION AND CLAIMS.  Except as otherwise  disclosed  herein,  there is no
suit,  action,  demand,  proceeding,  lawsuit or other litigation pending or, to
Sellers'  knowledge,  threatened  against  either  Seller  with  respect  to the
Properties.  There are no third party claims,  disputes  pending or, to Sellers'
knowledge,  threatened against either Seller that would prevent the consummation
of the  transactions  contemplated  by this Agreement or the  performance of its
obligations hereunder.

5.5 GOVERNMENTAL PERMITS. Each Seller has obtained and is in compliance with all
Permits of Governmental  Authorities required to own or use the Properties;  all
such Permits are in full force and effect;  and no  violations  exist under such
Permits. No proceeding is pending or, to Sellers' knowledge, threatened relating
to the challenging, revocation or limitation of any such Permits.

5.6 CONTRACTS.  Except as will be resolved by the Operative  Documents,  neither
Seller is, nor to Sellers'  knowledge is any other  party,  in breach or default
under,  or learned of the  occurrence  of any event  that,  with  notice,  would
constitute a breach or default under,  any of the Contracts,  the Lease,  or the
Easements.  Each of the  Contracts,  Lease,  and Easements are in full force and
effect (except, in the case of Easements,  where any failure to be in full force
and  effect  would  not  materially  interfere  with or  prevent  operations  as
currently  conducted on whichever  Properties are related  thereto) and have not
been  modified or amended in any material  respect.  Prior to or in  conjunction
with the execution of this  Agreement,  EEI furnished to Buyer true and complete
copies  of each  Contract,  the  Lease,  and the  Easements  and all  amendments
thereto,  and has otherwise  made full  disclosure  to Buyer of all  agreements,
obligations  and  documents  known to EEI that  affect,  burden or relate to the
Properties being conveyed to Buyer hereunder.

5.7 NO  ENCUMBRANCES.  Other than the Permitted  Encumbrances,  there are (i) no
liens,  mortgages,   security  interests,  or  deeds  of  trust,  or  any  other
encumbrances burdening the Properties arising by, through or under either Seller

                                       12
<PAGE>
or Trio  since  September  1, 2008 or to  either  Seller's  knowledge,  prior to
September 1, 2008,  and,  (ii) to either  Seller's  knowledge  and/or  except as
related  to  amounts  owed to EEI by the JV,  none  which (a)  exist but  remain
unperfected  of  record,   regardless  of  source,  and  (b)  constitute  liens,
encumbrances  or  related  burdens  arising  from any other  party's  actions or
inactions which impact or burden the Properties.

5.8 CURRENT  COMMITMENTS.  They Parties  acknowledge  and agree that,  as of the
Closing Date,  there are no  authorizations  for  expenditures  for any drilling
operations or capital  expenditures  applicable to the Properties that have been
proposed by any Person and that have not been  completed  prior to the Effective
Time.

5.9 TAXES.  All Property Taxes and Severance Taxes that are due have been timely
paid or are being  contested  in good  faith.  Each  Seller has timely  filed or
caused to be timely  filed all Tax  returns,  reports,  statements  and  similar
filings  required by  applicable  Law with respect to the  Properties  due on or
prior to the Closing Date.  There are no extensions or waivers of any statute of
limitations  with respect to such Taxes or Tax liens  burdening  the  Properties
except for liens for current  Taxes not yet due and  payable.  Other than the JV
Interests or as otherwise  disclosed herein,  none of the Properties are subject
to tax partnership  reporting  requirements  under applicable  provisions of the
Internal Revenue Code of 1986, as amended (the "CODE").  In the event any of the
Properties is the subject of tax partnership reporting requirements, each Seller
will use its  commercially  reasonable  efforts to effect a ss.754 election with
respect any such tax  partnerships.  Sellers further  represent and warrant that
all tax returns and/or filings  attributable  to or due from the JV for each tax
year prior to the Effective  Time have been  heretofore  timely filed and an IRS
Form K-1 for  each  such tax  year  has  been  made and  distributed  to each JV
partner. Further, in the event Buyer is ultimately named as Managing Venturer of
the JV and, as such, Buyer becomes responsible for the preparation of a 2010 (or
other) tax return  for the JV,  Sellers  have  delivered  (or will  deliver in a
timely  manner) all  necessary  and  included  information  and data  reasonably
required to fully and  lawfully  complete  such  return(s)  (the "JV  Returns").
Notwithstanding anything contained in this Agreement to the contrary, EEI agrees
to use  commercially  reasonable  efforts to  provide  Buyer  with  support  and
assistance,  at the cost of the JV,  to  appropriately  prepare  any  needed  JV
Returns covering any or all of the periods prior to the Effective Time (upon the
reasonable request of Buyer).

5.10  FINDER'S  FEES.  No Seller  has  incurred  any  liability,  contingent  or
otherwise,  for any brokers' or finders' fees with respect to any transaction or
other  matter  contemplated  in this  Agreement  for which  Buyer  will have any
responsibility whatsoever.  Neither Sellers nor Sellers' principals have entered
into any known external,  additional or "side"  agreement(s) with a principal or
representative of Buyer involving consideration or the sharing of considerations
arising out of transactions contemplated by this Agreement.

5.11 NO ADVERSE ENVIRONMENTAL CONDITIONS. As of the Effective Time, there are no
pending  written   claims,   actions  or  proceedings  by  any  third  party  or
Governmental  Authority  caused by or arising out of any  Adverse  Environmental
Condition  pending with regard to the  ownership or operation of the  Properties
and  there  are  no  Adverse  Environmental  Conditions  presently  existing  or
otherwise under remediation with respect to the Properties.

5.12 NO NET  REDUCTION  OF  INTERESTS.  As of the  Effective  Time,  to Sellers'
reasonable  knowledge,  information and belief, there are no pending or imminent
Net Reduction of Interests with respect to the Properties.

                                       13
<PAGE>
                                    ARTICLE 6
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer  represents  and warrants to each Seller that each of the  statements
made in this Article 6 is true and correct as of the date of this  Agreement and
will be true and correct as of the Closing Date.

6.1  ORGANIZATION;  AUTHORITY;  ENFORCEABILITY.  Buyer  is a  limited  liability
company, duly organized, validly existing and in good standing under the laws of
Texas. Buyer is in good standing and duly qualified to do business in each other
jurisdiction in which the conduct of its business or ownership or leasing of its
properties  makes such  qualification or registration  necessary.  Buyer has all
requisite  power and  authority  to execute and deliver this  Agreement  and the
Operative  Documents  to which it is a party,  to  consummate  the  transactions
contemplated  by this  Agreement  and the  Operative  Documents to which it is a
party  and to  perform  all of its  obligations  under  this  Agreement  and the
Operative  Documents  to which  it is a  party.  This  Agreement  has been  duly
executed and  delivered on behalf of Buyer and  constitutes  (and the  Operative
Documents to which it is a party,  when executed and delivered at Closing,  will
constitute) a legal, valid and binding obligation of Buyer,  enforceable against
it in  accordance  with its and their  respective  terms,  except as  limited by
bankruptcy or other similar Laws applicable  generally to creditors'  rights and
as limited by general equitable principles.

6.2 NO CONFLICTS.  Neither the execution and delivery of this Agreement, nor the
consummation of the transactions  contemplated  hereby,  nor the compliance with
the terms  hereof will result in any default  under any  material  agreement  or
instrument  to which  Buyer  is a party  (including  its  bylaws  and  governing
documents),  or violate any order, writ,  injunction,  decree,  statute, rule or
regulation applicable to Buyer or any of its properties, except for consents and
approvals  of  Governmental   Authorities  customarily  obtained  subsequent  to
transfer.

6.3  FINDER'S  FEES.  Buyer  has  not  incurred  any  liability,  contingent  or
otherwise,  for  brokers' or finders'  fees with respect to any  transaction  or
other matter  contemplated  in this  Agreement for which either Seller will have
any responsibility whatsoever. Neither Buyer nor Buyer's principals have entered
into any known external,  additional or "side"  agreement(s) with a principal or
representative  of Sellers (or either of them)  involving  consideration  or the
sharing of  considerations  arising  out of  transactions  contemplated  by this
Agreement.

                                    ARTICLE 7
                        SPECIFIC COVENANTS OF THE PARTIES

7.1 CONFIDENTIALITY.  All matters in this Agreement are confidential.  After the
Closing,  each Party will maintain as  confidential,  for the benefit of each of
the other Parties,  the existence of this  Agreement,  the matters  contemplated
hereunder,  and all matters  related to the  Properties.  No Party may  disclose
information regarding this Agreement or any document referenced herein to anyone
without the written consent of all Parties, subject to the following exceptions:

     7.1.1. Information that becomes available to the public, other than through
          the act or  omission  of any  Party  hereto  or  its/their  respective
          Affiliates or any of its/their  representatives,  shall not be subject
          to this Section 7.1;

     7.1.2. Each Party shall be entitled to disclose any information  subject to
          this Section 7.1 that is required to be disclosed by such Party or, in
          the case of Buyer, required of any member of the Buyer Group (i) under
          applicable Law,  inclusive of legal  requirements  of  publicly-traded
          companies,  (ii) pursuant to stock exchange  regulations,  or (iii) in
          response to inquiry by a regulatory or governmental agency, so long as
          such Party gives prompt  written  notice to the other Parties and only

                                       14
<PAGE>
          discloses  information that, in the opinion of the disclosing  Party's
          legal counsel,  is required to be disclosed and the  disclosing  Party
          uses  its   commercially   reasonable   efforts   to  ensure   further
          confidential treatment of the information so disclosed; and

     7.1.3. Each Party  shall be  entitled to  disclose,  without  notice to any
          other  Party,  any  information  subject to this  Section  7.1 that is
          required  to be  disclosed  (i)  to a  Party's  accountants  or  legal
          advisors,  (ii)  by EEI  in  its  disclosures  of  information  to its
          shareholders, principals, or employees or by EEI in its disclosures of
          information  to any  partner  in the JV or any  interest  owner in the
          Well,  (iii) by Buyer or its  Affiliates in its/their  disclosures  of
          information to its members, shareholders, principals, or employees, or
          by Buyer in its disclosures of information to any partner in the JV or
          any interest  owner in the Well,  or (iv) by either  Party,  after the
          Closing, in order to enforce this Agreement.

     7.1.4Notwithstanding  anything to the contrary herein,  in the absence of a
          legal  requirement  (and as  disclosed  to Buyer by Sellers in advance
          thereof) or a disclosure exception,  as specified in this Section 7.1,
          the  Parties  agree  to  maintain   express   confidentiality   as  to
          considerations, in both amount and format, which Sellers are receiving
          from Buyer hereunder for each and every component of the Properties.

7.2 ESCROW OF WORK-OVER REIMBURSEMENT; AFE RESTRICTIONS. The Parties acknowledge
and agree that, pursuant to that certain written agreement by and between EEI et
al and GTO et al,  dated  February  11,  2010 (the  "2010  SETTLEMENT"),  GTO is
obligated to  reimburse  the first  $70,000 in costs to do the  work-over on the
Well (the "REIMBURSEMENT").  As part and parcel to this Agreement, EEI and Buyer
are executing that certain  written Escrow and Work-Over  Cooperation/Disclosure
Agreement  ("ESCROW  AGREEMENT")  and  agree  that the  provisions  therein  are
integrated into this Agreement,  a copy of which Escrow Agreement is attached as
Exhibit "L", in order to (among other things)  partially  guarantee GTO's timely
payment of the  Reimbursement,  wherein  (among  other  things) EEI is escrowing
$70,000.00 with S. Rand Stinnett,  Esquire (the "ESCROW").  In conjunction  with
EEI's escrow commitment thereunder, Buyer further agrees that it shall not issue
an AFE cash call notice to any WI owners in the Well prior to the  expiration of
thirty (30) calendar days after the date of the "First  Reimbursement  Call" (as
such term is defined in the Escrow  Agreement) (the "AFE ISSUANCE DATE"). If GTO
has paid the  Reimbursement  (or portions  thereof) as of the AFE Issuance Date,
Buyer agrees it will credit such amounts  proportionately to the accounts of all
WI owners  prior to the  delivery  of the final AFE to the  subject  WI  owners.
However,  if any portion of EEI's funds in the Escrow has been released to Buyer
as of the AFE  Issuance  Date,  Buyer  agrees  it will  not  credit  any of such
released  amounts to any WI owner and will not deduct such released amounts from
the AFE prior to the delivery of the final AFE to the WI owners. Notwithstanding
the foregoing, the Parties agree that it is their intention that MBE receive the
full benefit of the  Reimbursement,  whether  obtained as (a) funds paid by GTO,
(b)  release(s)  of all or portions of EEI's funds from the Escrow,  or (c) some
combination  thereof.  However,  the  Parties  do not  intend  for the Escrow to
provide  the  potential  for a windfall  to MBE above the  $70,000  total of the
Reimbursement.  Therefore, if MBE receives any payments at any time from GTO for
which any of EEI's  funds from the Escrow have  already  been  released  to, and
received by, MBE prior to such payments or if MBE receives any AFE payments from
any WI owners  related to amounts  for AFE  charges for which any of EEI's funds
from the Escrow have  already  been  released  to, and received by, MBE prior to
such payments,  then if the total of such payments, when taken together with the

                                       15
<PAGE>
amount of EEI's  funds  released  from the Escrow  and  received  by MBE,  is an
aggregate amount that is greater than $70,000,  MBE agrees to promptly refund to
EEI all amounts in excess of the $70,000 Reimbursement.

7.3 JV RESIGNATION AND JV LETTER.  EEI now serves as "Managing  Venturer" of the
JV and  agrees to  resign as  Managing  Venturer  of the JV (the  "RESIGNATION")
effective  upon the  later of the AFE  Issuance  Date or the date of the  proper
election and installation of a new Managing  Venturer for the JV (the "EFFECTIVE
RESIGNATION  DATE"),  a JV vote  pertaining  to  which  shall  occur  as soon as
possible  after the Closing  (the "JV VOTE").  Further,  EEI agrees to undertake
such actions as are required by the JV Agreement to facilitate such election and
installation  of a new  Managing  Venturer,  including,  but not limited to, the
transmittal  of a letter to all JV partners (the "JV LETTER"),  accompanied by a
written ballot (the "JV BALLOT") within ten (10) calendar days after the Closing
(if not sooner),  which supports and endorses  Buyer's  nomination as substitute
Managing  Venturer,  the  form of such JV  Letter  and JV  Ballot  being  hereby
approved by Buyer and attached hereto as Exhibit "J" and incorporated  herein by
this  reference.  The JV  Letter  and JV  Ballot  (and  all  other  post-Closing
correspondence and enclosures,  if any) to be sent by EEI to any of the partners
in the JV  relating  to  business  matters  of the JV (along  with any  proposed
additional  enclosures,  if any) shall be  expressly  subject  to Buyer's  prior
review and approval, which shall not be unreasonably withheld. The JV Letter and
JV  Ballot  will  be  processed/mailed  by EEI  and the  costs  associated  with
transmittal   thereof  shall  be  the  sole  responsibility  of  EEI.  If  EEI's
Resignation  is  approved  by the JV and Buyer is  installed  as the  substitute
Managing  Venturer,  then  after  the  Resignation,   EEI  (and  its  directors,
principals and  Affiliates)  will not approach or correspond  with any of the JV
partners to compete  with any offer or proposal  that Buyer might make to the JV
partners  pertaining  to JV  partners'  interests  in  the  JV  ("CORRESPONDENCE
RESTRICTION").  Notwithstanding  the foregoing,  EEI and Buyer  acknowledge  and
agree that (a) nothing herein shall be interpreted as any manner of assurance or
guarantee  by EEI as to the  outcome  of the JV Vote or the JV's  acceptance  of
EEI's  Resignation  or the  installation  of  Buyer as the  substitute  Managing
Venturer after the Resignation,  (b) the assignment of the JV Interests from EEI
to  Buyer is  subject  to the  approval  of the JV,  and (c) the  Correspondence
Restriction shall not limit or restrict any communication between EEI and any JV
partner  that is related to matters  other  than such  Person's  JV  partnership
interests in the Scruggs JV.

     7.3.1Consistent with Section 9.4 hereof,  EEI is accepting and applying the
          Refund and monies derived from the settlement statements  accompanying
          the JV Letter and JV Ballot to fully and finally settle the EEI Claims
          between and amongst  itself and the JV  partners.  It is the intent of
          the Parties,  as part and parcel to the  distribution of the JV Letter
          and JV Ballot, that EEI be afforded a period of time, at least through
          the Effective Resignation Date, to secure payment from the JV partners
          of their respective share of the EEI Claims (net of applicable credits
          for any JV monies,  proceeds or assets  received  by EEI or  otherwise
          attributable  to JV  activities  prior  to the  Effective  Time).  EEI
          acknowledges and agrees that (a) post-Closing amounts invoiced to each
          such JV partner for net EEI Claims  will be limited to the  settlement
          statements  accompanying the JV Letter and JV Ballot, (b) the validity
          of any JV partner's  participation  in the JV Vote shall be contingent
          on such partner's good standing in the JV; provided,  however, that if
          permitted under Texas law, EEI may, in its sole  discretion,  elect to
          waive the  requirement  that a JV partner's  payment of all settlement
          statements  and/or pro rata share of the EEI Claims be  obligatory  to
          such  partner's  good  standing  in the JV, and (c) the intent of this
          paragraph is to afford EEI the  opportunity  for  collection  of funds
          that EEI has expended for and on behalf of the JV, in conjunction with
          a  proper  JV Vote for the  approval  of  EEI's  conveyance  of the JV
          Interests and EEI's resignation as Managing Venturer of the JV.

                                       16
<PAGE>
     7.3.2If a majority  approval of EEI's  conveyance  of the JV Interests  and
          EEI's  resignation as Managing Venturer of the JV is not obtained as a
          result of the JV Vote, EEI and Buyer shall nonetheless  continue their
          respective  cooperation  in  facilitating  other  actions  to  seek an
          ultimate  approval by the JV to support EEI's Resignation and its sale
          of the JV Interests to Buyer. To this end, the executed  Exhibit "G" -
          Part 3 assignment shall be deemed suspended,  pending efforts by Buyer
          to independently  acquire  sufficient JV ownership from the present JV
          partners (or in combination  with proxies from sufficient JV partners)
          to provide the requisite  approval described  hereinabove,  whether in
          the  form  of  a  second   vote   following   the  JV  Vote  or  in  a
          modification/update  thereof.  EEI agrees to afford Buyer a reasonable
          period following the JV Vote (the "REGROUPING PERIOD"),  not to exceed
          ninety (90)  calendar  days in the absence of a written  extension  of
          such period from EEI, to  effectuate  such a majority  vote by the JV.
          During  such  Regrouping  Period,  EEI's  communication  with  the  JV
          partners shall not be encumbered  (or be subject to Buyer's  approval)
          as to any JV business,  including,  but not limited to, the work-over,
          other  ongoing  costs  of the  JV's  operations,  and the EEI  Claims.
          Notwithstanding the foregoing,  EEI agrees to disclose to Buyer all of
          its communications  with JV partners during such Regrouping Period. To
          the greatest extent allowed under Texas law and the JV Agreement,  EEI
          agrees to disclose  to Buyer the results of the Vote and the  identity
          to JV partners who specifically vote in the negative.

     7.3.3EEI agrees to continue its  endorsement and support of Buyer's efforts
          to  secure a  majority  approval  in any JV voting  process  occurring
          during the Regrouping Period. In the event the JV Vote and any similar
          voting process during the Regrouping Period ultimately fail to support
          the transfer of the JV Interests  and/or the  installation of Buyer as
          the Managing Venturer of the JV, upon the expiration of the Regrouping
          Period,  EEI  shall  continue  to serve in its  position  as  Managing
          Venturer of the JV and EEI's obligation to convey the JV Interests (as
          contemplated by the form of assignment set forth in Exhibit "G" - Part
          3 attached  hereto)  shall be deemed as having  been waived in full by
          Buyer,  with no  adjustment  or  reduction  in the amount of the Stock
          Consideration herein agreed.

7.4   CHANGE  OF   OPERATOR.   EEI  agrees  (1)  to  cause  Trio  to  resign  as
operator-of-record  of the Well under appropriate  regulatory forms (the "CHANGE
OF OPERATOR") required by the Railroad Commission of Texas ("RRC") as of January
1, 2011, and (2) that Buyer or its designated  operator shall become operator of
the Well upon RRC  approval  of  regulatory  forms  required  for such Change of
Operator.  EEI shall  coordinate  with Trio in  securing  Trio's  execution  and
delivery of such executed  regulatory forms (including,  but not limited to, RRC
Form P-4),  to be effective as of January 1, 2011,  which shall  facilitate  the
Change of Operator as Buyer  directs,  as soon as such  actions are  practicable
after  the  Closing.   Sellers  agree  to  facilitate   and  deliver   documents
satisfactory to Buyer at Closing (and as a condition thereof), in the recordable
form  attached  hereto as Exhibit "K",  which  transfer the  operator's  lien(s)
manifested in the JOA, unto Buyer's designated operator.

7.5 COVENANTS OF THE PARTIES REGARDING SCRUGGS  LITIGATION.  Buyer acknowledges,
represents and agrees that, as an explicit  condition to the Closing,  Buyer has
secured and has in escrow in its possession  that certain  settlement  agreement
regarding the Litigation between EEI and the Scruggs (the "SCRUGGS RESOLUTION"),
the form of which is attached  hereto as Exhibit "C",  pertaining to the lawsuit
referenced  therein  (the  "LITIGATION"),  which was executed by the Scruggs and
delivered  by the  Scruggs  into escrow with Buyer in order for Buyer to deliver
same to EEI's legal counsel at the Closing.  EEI acknowledges,  represents,  and
agrees  that,  as an explicit  condition  to the  Closing,  EEI has executed the

                                       17
<PAGE>
Scruggs  Resolution,  which was executed by EEI and delivered by EEI into escrow
with  EEI's  legal  counsel  in order  for EEI to  deliver  same to Buyer or the
Scruggs' legal counsel at the Closing. By the delivery at Closing of the Scruggs
Resolution, respectively executed by EEI and the Scruggs, Buyer is assured that,
as of the Closing,  all matters in the  Litigation  will have been  resolved and
that all claims for amounts owed amongst the litigants  will have been resolved.
EEI,  acting by and through its counsel and in  coordination  with the  Scruggs'
counsel,  agrees that it shall take  reasonable  steps to facilitate  the filing
and/or presentment of the dismissal,  as contemplated in the Scruggs Resolution.
in and to the appropriate  court and tender to Buyer a file-stamped  copy/set of
all executed  instruments and orders related to the dismissal.  EEI acknowledges
that Buyer is not, has not, and will not be otherwise engaged or responsible for
the filing of the dismissal or for any other action  related to the  Litigation,
unless otherwise specifically set forth herein.

7.6 GGG GATHERING  AGREEMENT.  Buyer acknowledges that (1) on or about September
1, 2007, GTO and its affiliate,  Gulftex Gathering, LP ("GTG") entered into that
certain gas gathering contract (the "GGG GATHERING AGREEMENT") governing matters
concerning the gathering and  transporting of natural gas produced from the Well
over the CCGS,  a true and correct  copy of which is attached  hereto as Exhibit
"E" and made a part  hereof;  and (2) on February 11,  2010,  EEI,  GTG, and GGG
entered into that certain "GATHERING  RESOLUTION" pursuant to which a set fee of
$0.30 per mcf was  established  as (a) the amount  that is due to be paid to GGG
for all gas  produced  from  the Well and (b) a capped  amount  that  cannot  be
increased  at any  time.  Buyer  acknowledges  and  agrees  that  the  Gathering
Resolution   also   requires   GGG  to  assume  all   operational   and  expense
responsibilities   regarding  the  Common  Equipment  on  the  CCGS,  which  are
proportionately  assessable  to all wells that utilize the CCGS,  including  the
Well. Buyer agrees that it is bound by the GGG Gathering Agreement and the terms
of the agreements and authorizations related to the GGG Gathering Agreement made
by EEI, GTG, and GGG on February 11, 2010, the pertinent terms and provisions of
which are incorporated herein by reference for all purposes. EEI has represented
to Buyer that it has  obtained  GGG's  consent to the  conveyances  contemplated
herein,  as set forth in the Form of GGG's Consent,  which is attached hereto as
Exhibit "M" and made a part hereof. Sellers acknowledge that, as a result of the
Conveyances granted in this PA, in addition to certain obligations under the GGG
Gathering  Agreement  that Buyer has agreed to assume  pursuant to this  Section
7.6, certain transportation  entitlements under the GGG Gathering Agreement will
also inure to the benefit of Buyer,  but only as  applicable  in relation to the
Properties, and as such, EEI and Buyer agree that they will reasonably cooperate
with each  other in the event  that any  amendment(s)  are  proposed  to the GGG
Gathering Agreement after the Effective Time.

7.7 ETC TRANSPORTATION  AGREEMENT.  Buyer acknowledges that (1) GTO executed and
delivered to EEI an assignment of all of GTO's rights under that certain Natural
Gas Gathering Agreement between ETC Texas Pipeline,  Ltd. and GTO, dated July 1,
2007 (the "ETC TRANSPORTATION  AGREEMENT"),  a true and correct copy of which is
attached  hereto as Exhibit "F" and made a part hereof;  (2) the said assignment
was  specifically  limited only as to all gas produced from the  McClendon  #1-H
well (API#  42-121-32796),  the Foster  #1-H well (API#  42-121-32759),  and the
Scruggs #1-H well (API# 42-121-32726) (collectively,  the "OPERATED WELLS"); (3)
as to the Operated  Wells only,  EEI accepted the said  assignment and agreed to
assume GTO's obligations under the ETC Transportation Agreement; and (4) the ETC
Transportation  Agreement governs the  transportation of gas from the Well after
such gas has passed  through the CDP on the Foster Lease.  Buyer agrees that, as
of the Closing Date,  Buyer (or its designated  operator)  shall be bound by the
terms  and  conditions  of  the  ETC  Transportation  Agreement,  and  shall  be

                                       18
<PAGE>
responsible for all of the costs assessable to, or against  production from, the
Well pursuant to the ETC Transportation Agreement.  Sellers acknowledge that, as
a  result  of the  Conveyances  granted  in this  PA,  in  addition  to  certain
obligations  under the ETC  Transportation  Agreement  that  Buyer has agreed to
assume pursuant to this Section 7.7, certain  transportation  entitlements under
the ETC  Transportation  Agreement will also inure to the benefit of Buyer,  but
only as applicable  in relation to the  Properties,  and as such,  EEI and Buyer
agree that they will reasonably  cooperate with each other in the event that any
amendment(s)  are  proposed  to  the  ETC  Transportation  Agreement  after  the
Effective Time

7.8 TEMCO MARKETING  AGREEMENT.  Buyer  acknowledges that (1) under that certain
Gas Purchase Contract (the "TEMCO MARKETING AGREEMENT"), a true and correct copy
of which is attached hereto as Exhibit "H" and which was originally  executed by
and between GTO and Texas Energy Management Corporation ("TEMCO"), dated June 1,
2005,  GTO dedicated  certain  lands,  leaseholds  and wells (the "GTO DEDICATED
PROPERTIES")  located in various  counties in the State of Texas,  including the
Lease and the Well,  to Temco for the purpose of  delegating to Temco all rights
and obligations to market and arrange  transportation of and for the natural gas
produced  from such  properties;  (2)  effective as of January 1, 2008,  EEI and
Temco  ratified  the  Temco  Marketing  Agreement  such  that EEI  replaced  and
superseded GTO under the Temco Marketing Agreement for certain lands, leaseholds
and  wells,  including  the  Lease,  the Well,  and the  Properties;  and (3) on
February  11,  2010,  EEI,  GTG,  and GGG  authorized  Temco,  for each  monthly
production  period after  November 30, 2009,  to (a) deduct the set fee of $0.30
per mcf for all gas  produced  from the Well (the "SET  FEE")  from any  monthly
distribution of gas sales revenues that Temco may owe for such production before
making such  distribution,  (b) deduct an amount  equal to a  proportion  of the
actual amount  invoiced for the monthly rental fee due for the Common  Equipment
on the CCGS,  as such  proportion is calculated as an amount equal to the sum of
the monthly  production volume measured at the well meters on all three Operated
Wells divided by the sum of the monthly  production  volume measured at the well
meters on ALL wells on the CCGS (which  includes  wells other than the  Operated
Wells) (the "PROPORTIONAL COMPRESSOR RENTAL FEE"), from any monthly distribution
of gas sales  revenues  that Temco may owe for  production  from the Well before
making such  distribution,  and (c) pay the total  amount of the Set Fee and the
Proportional  Compressor Rental Fee directly to GGG (the "GATHERING  PAYMENTS").
Buyer also  acknowledges  that, on February 11, 2010,  EEI, GTG, and GGG further
agreed that the Set Fee may never be increased by GTG,  GGG, or any successor to
either of them and that EEI (and any successor to EEI) would not be liable for a
failure by Temco to pay the Gathering  Payments to GGG. Buyer agrees that (1) it
is bound by the  Temco  Marketing  Agreement,  (2) it will  promptly  execute  a
ratification  thereof,  if requested by EEI or Temco, and (3) it is bound by the
terms of the agreements and  authorizations  made by EEI and GGG on February 11,
2010,  including but not limited to,  Temco's  authority to deduct the Gathering
Payments  and pay  same  directly  to GGG,  and  that the  pertinent  terms  and
provisions of such  agreements and  authorizations  are  incorporated  herein by
reference for all  purposes.  Notwithstanding  anything to the contrary  herein,
Buyer is  expressly  not  agreeing to dedicate  any natural gas or  Hydrocarbons
beyond those produced from the subject Well and Lease, to any sales, commission,
fee or other obligation reflected in the Temco Marketing  Agreement,  regardless
of location.

7.9 GTO  DISCUSSIONS.  EEI agrees that it shall  provide  reasonable  assistance
(without  the  expenditure  of money by EEI) to Buyer in support of  discussions
Buyer may elect to  commence  with GTO after the  Closing  with  respect  to any
matters pertaining to the Well, the Properties,  the  Reimbursement,  and/or any
other matters generally related to the subject matter of this Agreement.

                                       19
<PAGE>
                                    ARTICLE 8
                                     CLOSING

8.1 THE CLOSING. The closing of the transactions  contemplated by this Agreement
(the  "CLOSING")  will be held on Thursday,  January 13, 2011 at 1:00 P.M.  CDST
(the  "CLOSING  DATE"),  or on any earlier  date to which the  Parties  mutually
agree,  in the  offices of K&L  Gates,  LLP at 1717 Main  Street,  Suite 2800 in
Dallas, Texas.

8.2 CLOSING  DELIVERIES.  At Closing the following events will occur, each event
under the control of one Party being a condition  precedent  to the events under
the control of the other Parties, and the Parties will treat each event as if it
occurred simultaneously with the other events:

     8.2.1. Each  Seller  will  execute  and  deliver  to Buyer,  and Buyer will
          execute  and  deliver,  one or  more  instruments  of  assignment,  in
          substantially  the form of the instruments shown in Exhibit "G" - Part
          1,  Exhibit  "G" - Part 2,  and  Exhibit  "G" - Part 3  (each  being a
          "CONVEYANCE" and collectively, the "CONVEYANCES"),  which are attached
          hereto and made a part hereof;  however,  the Parties acknowledge that
          EEI's  delivery of the  Conveyance in the form of Exhibit "G" - Part 3
          shall be subject to such Conveyance  being approved by the JV pursuant
          to the JV  Vote,  and  Buyer  will  hold  or  return  such  Conveyance
          accordingly  based on the  outcome of the JV Vote (and the  results of
          the  Parties'  efforts  to  secure  a  majority  JV  Vote  during  the
          Regrouping Period);

     8.2.2. Buyer will  deliver  via wire  transfer to an EPI bank  account,  as
          specified  by  EEI,  in   immediately   available   funds,   the  Cash
          Consideration,  net of  any  agreed  credits  or  deductions  provided
          herein;

     8.2.3. Buyer will deliver to EEI the completed, executed duplicate original
          of the Subscription and copies of the executed Issuance Resolution and
          Authorization  Letter.  Buyer will direct  Topaz to fax or  scan/email
          such instruments to Topaz's transfer Agent, as reasonably  directed by
          such  transfer  Agent for similar  stock  transactions,  and otherwise
          appropriately   deliver  any   executed   originals  of  the  Issuance
          Resolution  and  Authorization  Letter  to  such  Agent  (if  required
          thereby) no later than the first business day following the Closing;

     8.2.4. Each Party will execute, acknowledge and deliver mutually acceptable
          letters-in-lieu  of transfer orders or division  orders  directing all
          purchasers  of  production  from the  Properties  to make  payment  of
          proceeds  attributable  to such  production  occurring on or after the
          Effective Time to Buyer;

     8.2.5. Each Seller  will  execute  (or as  appropriate,  will cause Trio to
          execute)  and  deliver to Buyer or Buyer's  designated  operator,  any
          applicable  governmental  transfer form  required by the  Governmental
          Authority with  jurisdiction over the Properties,  including,  but not
          limited to, an RRC Form P-4 from Trio and the  Transfer of  Operator's
          Lien (see Exhibit "K") provided for herein;

     8.2.6. Each Seller will execute and deliver to Buyer any other  instruments
          and agreements (including ratification or joinder instruments required
          to transfer the Properties from each Seller to Buyer) as are necessary
          or  appropriate  to comply with each Seller's  obligations  under this
          Agreement;

                                       20
<PAGE>
     8.2.7. Buyer will execute and deliver an  acknowledgement  and ratification
          of the Joint Operating Agreements and Amendments thereto affecting the
          Properties,  the form of which is  attached  hereto as Exhibit "K" and
          incorporated herein by this reference;

     8.2.8. Buyer  and EEI  will  each  deliver  to the  other a fully  executed
          version of the Scruggs Resolution;

     8.2.9. EEI will execute and deliver the agreement for the Escrow Agreement,
          the form of which is attached  hereto as Exhibit "L" and  incorporated
          herein  by  this   reference,   together  with  its  cashier's   check
          representing  immediately  available  funds in the amount of  $70,000,
          payable  to the trust  account  of the  escrow  agent,  as  identified
          therein;

     8.2.10. EEI will deliver the fully  executed and  acknowledged  original of
          the GGG Consent,  whether recorded or otherwise,  the form of which is
          attached  hereto  as  Exhibit  "M"  and  incorporated  herein  by this
          reference; and

     8.2.11. EEI will deliver the fully  executed and  acknowledged  original of
          the Stipulation,  Cross-Conveyance and Correction Assignment,  whether
          recorded or otherwise, the form of which is attached hereto as Exhibit
          "I" and incorporated herein by this reference.

                                    ARTICLE 9
                               ACCOUNTING MATTERS

9.1 POST-CLOSING  REVENUES AND EXPENSES.  Except as expressly provided otherwise
in this Agreement, Buyer shall (i) pay to EEI any and all amounts received after
Closing by Buyer that are  attributable to the ownership of the Properties prior
to the Effective  Time (if any),  and (ii) reimburse each Seller for any and all
costs and expenses  paid after Closing by such Seller that are  attributable  to
their respective ownership interests in the Properties on or after the Effective
Time.  Except as expressly  provided  otherwise in this  Agreement,  each Seller
shall (i) pay to Buyer any and all amounts received after Closing by such Seller
that are attributable to their respective  ownership interests in the Properties
on or after the Effective Time (if any),  and (ii)  reimburse  Buyer for any and
all costs and  expenses  paid after  Closing by Buyer that are  attributable  to
their  respective  ownership  interests in the Properties prior to the Effective
Time.  Any amounts  required to be paid by one Party to another Party under this
Section 9.1 shall be paid as soon as reasonably practicable.

9.2 ACCOUNTING  SOFTWARE.  Buyer acknowledges that EEI has maintained all books,
records,  and accounting data for the Well and the JV in the form of certain oil
and gas  accounting  software  known as  "WolfePak"  and agrees to accept  EEI's
WolfePak files as a sufficient means of conveyance of all historical  accounting
information  that EEI is to  deliver  to Buyer  hereunder.  Notwithstanding  the
foregoing,  EEI agrees to use commercially reasonable efforts to assist with the
transition  of  Buyer  or  Buyer's  designated  operator  into  the  operational
management  of such data,  including,  but not limited to, the delivery of an MS
Excel(C)  spreadsheet  extraction from its WolfePak  accounting software for the
books,  records and  accounting  data for the Well,  the  royalty  owners and WI
owners in the Well,  and, if approved  under the JV Vote, the JV. To the fullest
extent  permissible  under EEI's software license with WolfPak,  Inc., EEI shall
deliver unto Buyer an electronic version of all such data in WolfePak format, so
as to allow Buyer to  subsequently  use the same (if so desired by Buyer)  under
its own software license with WolfePak, Inc.

                                       21
<PAGE>
9.3 BANK ACCOUNTS. Buyer acknowledges (based upon EEI's representation) that EEI
has maintained a separate bank account for the JV at Bank of America Texas, N.A.
at all times  during the period in which EEI has served as Managing  Venturer of
the JV. Buyer further  acknowledges (based upon EEI's  representation)  that the
only bank records for the JV that are in EEI's  possession for all periods prior
to the period in which EEI has served as  Managing  Venturer of the JV are those
bank records from Compass Bank that were furnished to EEI by GTO.  Should the JV
Vote  approve  EEI's  Resignation  and if the JV elects to install  Buyer as its
replacement or successor  Managing  Venturer,  Buyer  acknowledges  that it will
accept EEI's  delivery of the Bank of America  statements  and the copies of the
Compass  Bank  records  as  the  full  and  complete  delivery  of  all  banking
information  regarding  the JV (such  completeness  being based  solely on EEI's
representations thereof).

9.4 SEVERANCE TAXES,  REFUNDS, AND EXPENSE  REIMBURSEMENTS DUE TO EEI. Buyer and
EEI acknowledge and agree to the following:

     9.4.1. Prior to the execution of this  Agreement,  EEI has  commenced  with
          Trio  and  successfully   concluded  certain  actions  to  (i)  reduce
          severance tax rates  assessable  against  production from the Well and
          (ii)  obtain a  reimbursement  from the Texas State  Comptroller  (the
          "COMPTROLLER")  of severance  taxes paid to the Comptroller by GTO and
          Trio on behalf  of the  interest  owners  in the Well for all  periods
          prior to the Effective Time (the "REFUNDS");

     9.4.2. GTO signed  (1) a power of  attorney  to Trio,  in order for Trio to
          re-file  prior RRC  reports  required to obtain the Refunds and (2) an
          assignment to Trio of all rights to receive any Refunds, such that all
          Refunds were to be sent to Trio;

     9.4.3. As the contract  operator of the Well, Trio re-filed GTO's prior RRC
          filings in order obtain all Refunds from the Comptroller;

     9.4.4. Buyer acknowledges EEI's  representation that, prior to the Closing,
          the Refunds were approved by the Comptroller,  tendered to Trio and/or
          EEI,  and  are  now  in  EEI's  possession,   pending  application  or
          distribution  in  accordance  with  existing   agreements  and/or  the
          applicable provisions of this Agreement;  and Buyer agrees that it has
          no right to,  and will not exert any  claim  whatsoever  against,  any
          portion of the Refunds;

     9.4.5. Buyer agrees that Buyer or its  designated  operator shall be solely
          responsible for (1) all severance taxes expected to be paid or payable
          by Buyer (on behalf of itself and,  if the Change of Operator  occurs,
          on  behalf of the other  interest  owners in the Well) on  Hydrocarbon
          production  occurring  after the Effective  Time,  and (2) any and all
          refunds of severance taxes, if any, for severance taxes paid after the
          Effective  Time  (the  "POST-CLOSING  STRS"),   ------------------  as
          determined by the RRC and/or the Comptroller. Each Seller acknowledges
          that it shall have no right or claim against such  Post-Closing  STRs,
          if any.  EEI agrees to  cooperate  with Buyer in the  execution of any
          reasonable and/or required  documentation to facilitate the receipt by
          Buyer of such Post-Closing  STRs, if any. Should any Post-Closing STRs
          of Buyer or other  owners of an  interest  in the Well or the Lease be
          delivered  to any Party other than Buyer or its  designated  operator,
          EEI  agrees to assist  Buyer in good  faith and  execute  such  other,
          additional   documentation   as  may  be   required   to  direct  such
          Post-Closing STRs to Buyer for its application and/or  distribution to
          the entitled parties;

     9.4.6.  Notwithstanding  anything in this Agreement to the contrary,  Buyer
          will  have no  obligation  or  liability  whatsoever  to either of the
          Sellers, to the Scruggs,  to the JV, to any of the JV partners,  or to

                                       22
<PAGE>
          any  other  WI  owners  in  the  Well  regarding  any  Refunds  or the
          disposition  of any  Refunds,  since the Refunds,  as defined  herein,
          relate to or result  from time  periods  before the Change of Operator
          (and the  Effective  Time)  contemplated  herein.  Each of the Sellers
          acknowledge and agree that Buyer,  its principals,  affiliates  and/or
          Buyer's designated operator,  (i) were not parties to the transactions
          or pre-Closing  circumstances  giving rise to EEI's Claims (as defined
          below),  (ii) will have, if the Closing  occurs,  an interest with the
          other  owners  of  interests  in the  Well  and the  Lease  to  secure
          favorable severance tax treatment on production therefrom,  (iii) will
          be  "innocent  stakeholders"  in the  event  that any  portion  of the
          Refunds comes into its  possession or if any payment of any portion of
          such  Refunds is made to Buyer or its  designated  operator,  in which
          case,  Buyer shall  assist EEI and/or Trio in good faith by  executing
          such other and additional  documentation  as may be required to direct
          such Refunds to EEI and/or Trio for application and/or distribution to
          the  entitled  parties,  and (iv)  have  not  conspired,  colluded  or
          otherwise  acted in concert  with EEI,  EPI,  or any other  party with
          respect to any entitlement to, or distribution of, any of the Refunds.
          As the issuance of the Refunds by the  Comptroller  has occurred prior
          to the Closing and as EEI has represented that it has already received
          the entirety of such  Refunds,  EEI shall use best efforts to minimize
          Buyer's role and involvement in the application of any portions of the
          Refunds in a manner consistent with this Agreement;

     9.4.7. EEI has  represented  to Buyer that certain sums are due to EEI from
          the JV and/or the JV partners and/or other interest owners in the Well
          for loans,  legal fees and court cost  reimbursements,  LOE,  property
          taxes,  and  other  obligations  of the WI  owners  in the Well  ("EEI
          CLAIMS")  and that  the EEI  Claims  are  distinct,  separate  and not
          connected in any way with EPI. Buyer  understands that EEI believes it
          has certain rights,  under the JV Agreement  and/or the JOA, to deduct
          the amounts it  believes  are due to it  (pursuant  to the EEI Claims)
          from any portion of the Refunds that are due, as applicable, to the JV
          and/or the JV  Partners  and /or the other WI owners in the Well ("EEI
          CLAIM  DEDUCTION"),  retaining  such  funds  for  EEI's  use  or  cost
          reimbursement.  EEI further  represents that the sum of the EEI Claims
          exceeds  the  total  amount  of  the  Refunds  held  by  EEI  and  the
          proportionate  amount of the EEI Claims  attributable to the JV and/or
          the JV  partners  exceeds  the  proportionate  amount  of the  Refunds
          allocable to the JV. EEI hereby agrees that it will accept the Refunds
          and the  amounts  paid by the JV  partners  in  response  to the final
          settlement  statements  issued  with the JV Letter  and JV Ballot as a
          sufficient  aggregate EEI Claim Deduction,  together with the Scruggs'
          execution  of the  Scruggs  Resolution  (as  described  in Section 7.5
          above),  in full  satisfaction  of all EEI Claims.  EEI further agrees
          that,  after the Effective  Resignation  Date,  all amounts of the EEI
          Claims that remain unpaid as of the Effective  Resignation Date shall,
          without further compensation  becoming due to EEI, become incorporated
          into,  and made a part of,  the  Properties  being  assigned  to Buyer
          hereunder;  and thereafter,  EEI (as well as its officers,  directors,
          agents, attorneys,  successors,  assigns or any person acting directly
          or indirectly for EEI or any such person) will take no further action,
          directly or indirectly,  against the JV and/or the JV partners  and/or
          any other interest owners in the Well with regard to any EEI Claims or
          the payment thereof to EEI. EEI agrees to execute such bill of sale or
          similar basic documentation which manifests such assignment/conveyance
          of the EEI Claim  balances due as MBE may reasonably  request.  During
          the Regrouping Period (if one is required), the Parties agree that EEI
          shall  provide Buyer with copies of EEI's  communications  with the JV
          partners,  including,  but not limited to, any  invoicing,  billing or
          similar demand(s) or request(s) for payment to Buyer of the JV's share

                                       23
<PAGE>
          of the AFE, any outstanding amounts due from the JV to EEI for the EEI
          Claims,  and  any  amounts  due to EEI  from  the JV for  the  ongoing
          business operations of the JV.

     9.4.8. Buyer shall make a reasonable  good faith  effort to produce  and/or
          execute whatever written  documentation is necessary and reasonable to
          assist EEI to account for the EEI Claims and satisfy  same through EEI
          Claim   Deductions,   without   endorsing  or  otherwise   becoming  a
          participant  in the  transaction(s)  underlying  the  EEI  Claims  and
          without violating Buyer's duties,  obligations and responsibilities as
          Managing  Venturer  of the JV (if  so  elected).  Notwithstanding  the
          foregoing,  Buyer agrees that, if it is installed as Managing Venturer
          of the JV and/or as operator of the Well, as herein  contemplated,  it
          will  not,  at any time  after  the  Closing,  initiate,  file  and/or
          represent,  on behalf of itself or any interest owner in the Well, any
          claim,  suit or legal action whatsoever with regard to the EEI Claims,
          the  EEI  Claim  Deduction,   the  Refunds  and/or  any  other  matter
          concerning  EEI's operation or management of the JV and/or the Well at
          any time whatsoever. This provision is not, however, intended as (a) a
          waiver of Buyer's  rights as an innocent  stakeholder  with respect to
          the Refunds,  (b) a waiver of any rights of  indemnification  from EEI
          provided in this  Agreement,  and (c) a barrier or obstacle  for Buyer
          (but only if Buyer,  through no initiation of its own, is sued or made
          a party to any such claim,  suit or legal  action) from  asserting any
          available  and lawful  counterclaims,  cross-claims  and/or  defenses,
          involving  EEI or otherwise,  and to otherwise  fully defend itself as
          provided by law. Further,  nothing in this provision shall serve as an
          endorsement by Buyer, in any form or fashion, of the EEI Claims, their
          merit  or  validity  under  the  terms  of the JV  Agreement  or other
          relevant agreement(s), or as a waiver of any claim which the JV or the
          JV partners or any other  owner of an interest in the  Well/Lease  may
          have to the subject Refunds.  Any  representation  that Buyer will not
          initiate a claim,  lawsuit, or legal proceeding  involving the Refunds
          or the EEI Claims shall expressly not (a) act as a waiver by the JV or
          any  JV  partner,   notwithstanding   its   management   structure  or
          composition  post-Closing,  to  contest  or  litigate  the EEI  Claims
          (subject,  however,  to  the  JV's  express  obligation  under  the JV
          Agreement to indemnify EEI for its actions as Managing Venturer),  nor
          (b) mitigate or prohibit Buyer's possible  resignation,  withdrawal or
          removal as JV Managing  Venturer so as to facilitate any such contests
          or litigation involving the EEI Claims,  meritorious or otherwise,  as
          suggested  or  desired  by any such  involved  Person.  Any  aspect of
          Buyer's  cooperation and  concurrences as contemplated by this Section
          9.4 et seq are expressly premised upon EEI's  representation  that the
          JOA and/or JV Agreement support EEI's intended  application and use of
          the  Refund,  coupled  with EEI's  express  agreement  (if not already
          herein) to (1) make any required and  necessary  disclosure(s)  of its
          intended use of the Refunds and associated  ramifications thereof at a
          time required by law and the relevant agreements,  including,  but not
          limited to, the JOA and JV  Agreement,  and (b) to indemnify  and hold
          Buyer  harmless  from any and all  claims,  causes of action and costs
          arising  out of any  such use or  application  of the  Refunds  or any
          proceeds derived from the Scruggs Resolution.

9.5  LIABILITY  EXEMPTION  OF BUYER.  The Parties  agree that Buyer will have no
obligation  or liability  whatsoever to EEI, to the JV, to the JV partners or to
any other Persons who are WI owners in the Well  regarding any EEI Claims or any
EEI Claim  Deduction that are the result of a time period before  Effective Time
or Change of Operator.

                                       24
<PAGE>
                                   ARTICLE 10
                         CERTAIN POST-CLOSING COVENANTS

10.1 FURTHER  ASSURANCES.  After the Closing,  each Party hereto  agrees that it
will execute, acknowledge and deliver or cause to be executed,  acknowledged and
delivered such  instruments and take such other action(s) as may be necessary or
advisable  to carry  out its  obligations  under  this  Agreement  and under any
exhibit, document, certificate or other instrument delivered pursuant hereto.

10.2 DELIVERY OF RECORDS BY EEI.  Within  fifteen (15) days after  Closing,  EEI
will  deliver  to  Buyer  the  Records  (if not  already).  Notwithstanding  the
foregoing, the Parties acknowledge and agree that, prior to the Closing, EEI has
already  delivered to Buyer,  and Buyer possesses true and correct copies of all
documents necessary to examine,  inspect and verify: (a) all material agreements
related to the operation of the Properties,  the Well, and the JV, including but
not limited to, the JOA and JV Agreement,  (b) all material accounting data; (c)
all operating reports;  (d) all production  facilities;  (e) all technical data;
and  (f)  all  title   information   related   to  the  Lands  and  the   Lease.
Notwithstanding  the  foregoing,  the Parties  acknowledge  and agree that EEI's
obligation to deliver Records specifically relating to the JV and JV partners is
subject to the  approval  of the JV and IF SUCH  APPROVAL  IS NOT  OBTAINED AS A
RESULT OF THE JV VOTE, this Agreement shall be deemed a having been amended, but
only to the limited extent that the definition and delivery of the Records shall
not include any internal materials  relating to the JV and the JV partners,  all
references in this Agreement  describing the anticipation of, or obligation for,
any such delivery of JV Records from EEI to Buyer shall be of no consequence and
deemed void ab initio,  and such  amendment  shall be made without any change or
adjustment in the Cash Consideration or the Stock  Consideration or to any other
provision hereof, if such provision has no relation to the JV or its Records.

                                   ARTICLE 11
                                 INDEMNIFICATION

11.1 SELLERS' INDEMNITY. Subject to the limitations in Section 11.2 (and Article
12,  which shall  control with respect to tax matters  covered  thereby),  after
Closing,  and  in  addition  to any  other  express  indemnifications  of and by
Sellers, or each of them, in this Agreement,  each Seller will defend, indemnify
and hold  harmless  Buyer  Group from and  against  any and all  Claims  brought
against or suffered by Buyer Group arising from,  relating to or connected with,
directly or indirectly, any of the following:

     11.1.1. any breach of the  representations  and warranties of either Seller
          in this  Agreement  or a  failure  of  Sellers,  or  either of them to
          perform  in  all  respects  any  of  the   covenants,   agreements  or
          obligations in this Agreement;

     11.1.2. the ownership or operation of the Properties,  or any part thereof,
          to the  extent  attributable  to  the  period  of  time  prior  to the
          Effective Time, inclusive of Adverse Environmental Conditions;

     11.1.3. any personal injury  (including  death),  property  damage,  fines,
          penalties,  or injunctions,  to the extent related to the ownership or
          operation of the Properties and arising from events occurring prior to
          the Effective Time;

     11.1.4. the payment of any Property Taxes or Severance  Taxes  allocable to
          the period prior to the Effective Time;

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<PAGE>
     11.1.5. any swap, derivative, hedge or Debt Instruments of either Seller or
          any of its/their Affiliate(s) relating to the Properties;

     11.1.6. any suit, action,  proceeding,  lawsuit or other litigation pending
          against  either  Seller  relating  to  the  Properties  prior  to  the
          Effective Time;

     11.1.7. any gross  negligence  or willful  misconduct  of either  Seller or
          its/their  Affiliates,  to the  extent  related  to the  ownership  or
          operation of the Properties and arising from events occurring prior to
          the Effective Time;

     11.1.8. any  commissions,  finder's fees or other  remuneration  due to any
          agent,  broker or finder  claiming by,  through or under either Seller
          with respect to the transactions contemplated by this Agreement;

     11.1.9 any management,  operation of, or activities involving the JV and JV
          business  matters  during the period after the date on which EEI first
          became  the  Managing  Venturer  of the JV and prior to the  Effective
          Time, but without any diminishment of the  indemnification  provisions
          of the JV Agreement; and

     11.1.10 any  application,  use,  retention,  offset  or  processing  of the
          Refunds,  or any portion  thereof,  or any  proceeds  derived from the
          Scruggs Resolution by any Seller.

          The matters for which each Seller has the  obligation to indemnify and
          hold  harmless  Buyer Group under this Section  11.1, to the extent of
          such obligation and as limited by Section 11.2, are referred to herein
          as "RETAINED LIABILITIES."

11.2 SCOPE OF EACH SELLER'S  INDEMNITY.  Each Seller shall have no obligation to
indemnify  Buyer  Group for any Claims  arising  pursuant  to Section  11.1 with
respect to which Buyer has not delivered  written  notice thereof to such Seller
within  six (6)  months  after  the  Effective  Time.  Each  Seller's  aggregate
indemnification  liability  under  Section  11.1  shall  not  exceed  the  total
consideration received by such Seller under this Agreement.

11.3 SURVIVAL OF SELLERS'  REPRESENTATIONS  AND WARRANTIES.  The representations
and warranties  made by each Seller in this Agreement  shall survive Closing for
the period  contemplated  by Section 11.2,  and shall be actionable  during such
period (but not thereafter, excluding Claims made in good faith prior to the end
of such period) in accordance with this Article 11.

11.4  BUYER'S  INDEMNITY.  Except to the extent of Retained  Liabilities,  after
Closing, Buyer will defend, indemnify and hold harmless Seller Group, subject to
and in accordance  with this Article 11 (and Article 12, which will control with
respect to tax  matters  covered  thereby),  from and against any and all Claims
brought  against or suffered  by any Person in the Seller  Group  arising  from,
relating to or connected  with,  directly or  indirectly,  Buyer's  ownership or
operation of the  Properties  following the Closing and after the Effective Time
hereunder.

11.5 LIMITATIONS OF WARRANTIES ON PERSONAL  PROPERTIES.  Except as otherwise set
forth in this Agreement,  without  diminishing the express  representations  and
warranties  contained in this Agreement and in the  Conveyances,  the personalty
and personal property components of the Properties are being sold by each Seller
to Buyer without warranty of any kind, express,  implied, or statutory.  WITHOUT
LIMITING THE GENERALITY OF THE IMMEDIATELY  PRECEDING SENTENCE AND EXCEPT AS SET
FORTH IN THIS AGREEMENT, EACH SELLER CONVEYS SUCH PERSONAL PROPERTY ELEMENTS AND
COMPONENTS OF THE PROPERTIES  AS-IS,  WHERE-IS AND WITH ALL FAULTS AND EXPRESSLY

                                       26
<PAGE>
DISCLAIMS  AND NEGATES ANY IMPLIED OR EXPRESS  WARRANTY OF (A)  MERCHANTABILITY,
(B) FITNESS FOR A PARTICULAR  PURPOSE,  (C)  CONFORMITY  TO MODELS OR SAMPLES OF
MATERIALS AND (D) FREEDOM FROM REDHIBITORY VICES OR DEFECTS. EXCEPT AS OTHERWISE
SET FORTH IN THIS  AGREEMENT,  EACH SELLER ALSO EXPRESSLY  DISCLAIMS AND NEGATES
ANY IMPLIED OR EXPRESS WARRANTY AT COMMON LAW, BY STATUTE OR OTHERWISE  RELATING
TO THE  ACCURACY  OF  ANY  OF THE  INFORMATION  FURNISHED  WITH  RESPECT  TO THE
EXISTENCE OR EXTENT OF RESERVES OR THE VALUE OF SUCH PROPERTIES BASED THEREON OR
EXCEPT AS SET FORTH IN ARTICLE 5 OF THIS  AGREEMENT,  THE  CONDITION OR STATE OF
REPAIR OF ANY OF SUCH PROPERTIES.

11.7  COVENANTS  RUNNING  WITH  THE  LAND.  Buyer  and  Sellers  agree  that the
provisions  of this Article 11 shall bind and benefit  each of their  successors
and assigns in interest as to the Properties.

                                   ARTICLE 12
                                    TAXATION

12.1 RESPONSIBLE  PARTY. All Taxes attributable to the ownership or operation of
the  Properties  prior to the Effective  Time are each  Seller's  responsibility
respectively  and  all  deductions,   credits  or  refunds   pertaining  to  the
aforementioned Taxes, no matter when received,  belong to such Seller. All Taxes
attributable  to the  ownership or operation of the  Properties  on or after the
Effective Time (excluding each Seller's income taxes,  franchise taxes or margin
taxes from the Effective Time through  Closing,  and excluding income or capital
gains taxes from the sale of the  Properties) are the  responsibility  of Buyer,
and all deductions,  credits or refunds pertaining to the aforementioned  Taxes,
no matter when received, belong to Buyer. Property Taxes whether or not based on
production  shall be prorated  based on a percentage  of the  assessment  period
occurring before the Effective Time.  Property Taxes based on production  (other
than  Severance  Taxes) shall be deemed by the Parties to apply to production in
the Tax  period  for which the Tax is  levied.  Notwithstanding  the  foregoing,
Sellers shall pay all property  taxes accessed by Denton County for time periods
ending on or prior to the Effective Time, if not already.

12.2 TRANSFER  TAXES.  Notwithstanding  anything to the contrary  herein,  it is
acknowledged  and  agreed by and among each  Seller and Buyer that the  Purchase
Price  excludes any sales taxes or other Taxes of a similar nature in connection
with the sale of property pursuant to this Agreement. Buyer and each Seller will
use  commercially  reasonable  efforts and cooperate in good faith to exempt the
sale, conveyance,  assignments and transfers to be made to Buyer from any sales,
use, stamp, real estate transfer, documentary, registration, recording and other
similar Taxes (each a "TRANSFER  TAX"). If a  determination  is ever made that a
Transfer Tax applies, Buyer will be liable for such Transfer Tax.

                                       27
<PAGE>
12.3 TAX-DEFERRED  EXCHANGE OPTION. Any Party may elect to effect a tax-deferred
exchange under Code Section 1031 (a "TAX DEFERRED  EXCHANGE") for all or part of
the  Properties  at any time prior to the  Closing  Date.  If a Party  elects to
effect a Tax-Deferred  Exchange ("ELECTING  PARTY"),  the other Parties agree to
execute escrow instructions,  documents, agreements or instruments to effect the
exchange;  provided,  however, that the other Parties incur no additional costs,
expenses,  fees or  liabilities  as a result of or connected  with the exchange.
Each  Seller and Buyer may assign any of their  respective  rights and  delegate
performance of any of their  respective  duties under this Agreement in whole or
in part to a third party in order to effect such an exchange; provided, however,
that the Electing  Party will remain  responsible  to the other  Parties for the
full and prompt  performance of its respective  delegated  duties.  The Electing
Party will indemnify and hold other Parties harmless from and against all Claims
resulting from its  participation  in any exchange  undertaken  pursuant to this
Section 12.3 pursuant to the request of the Electing Party.

12.4 ALLOCATION OF VALUES. If the transactions  under this Agreement  constitute
an applicable asset acquisition pursuant to Code Section 1060, the Parties agree
to cooperate in the preparation of Form 8594.  Buyer and each Seller will (a) be
bound by this  allocation  for all Tax  purposes,  (b)  timely  file  all  forms
(including  IRS Form 8594) and Tax returns  required  to be filed in  connection
with  this  allocation,  (c)  prepare  and  file  all Tax  returns  in a  manner
consistent with this allocation, and (d) take no position inconsistent with this
allocation in any Tax return,  any audit or  examination  by, or any  proceeding
before,  any taxing authority or otherwise.  In the event that the allocation is
disputed by any taxing  authority,  the Party  receiving  notice of such dispute
will  promptly  notify and  consult  with the other  Parties  and keep the other
Parties apprised of material developments concerning resolution of such dispute.

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1 JOINT AND  SEVERALLY  LIABILITY OF EEI. EEI is liable for the  obligations,
representations, warranties and liabilities of each Seller hereunder.

13.2 NOTICE.  All notices  required or permitted under this Agreement must be in
writing and  delivered  personally  or by certified  mail,  postage  prepaid and
return  receipt  requested  or by  facsimile  or by  overnight  carrier  to  the
recipient Parties, as follows:

Sellers: Earthwise Energy, Inc.          Buyer: Masch Branch Exploration, L.L.C.
         Energy Partners International          1012 N Masch Branch Rd
         3182 Royal Lane                        Denton, TX 76207-3640
         Dallas, Texas 75229                    Attention: Bill A. Williamson &
         Attention:  Steven C. Howard           S. Rand Stinnett
         Facsimile: 214-353-0607                Facsimile: 940-243-8643

or to such other  place as either  Party may  designate  as to itself by written
notice to the other.  All notices will be  effective  upon the earlier of either
the  recipient  Party's  receipt  thereof  or five days after the  mailing  date
thereof.

13.3 GOVERNING LAW. This  Agreement,  the  obligations of the Parties under this
Agreement and all other matters arising out of or relating to this Agreement and
the  transactions  it  contemplates,  will  be  governed  by  and  construed  in
accordance  with the Laws of the State of Texas,  without  giving  effect to any
conflicts of law principles that would cause the laws of another jurisdiction to

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<PAGE>
apply.  Any dispute arising out of or relating to this Agreement which cannot be
amicably  resolved by the Parties,  shall be brought in a federal or state court
of competent jurisdiction sitting in Denton County of the State of Texas and the
Parties  irrevocably submit to the jurisdiction of any such court solely for the
purpose of any such suit,  action or  proceeding,  waiving  all rights to a jury
trial for actions to enforcement hereof.

13.4  ASSIGNMENT.  Neither  Party may assign this  Agreement or its rights under
this  Agreement or delegate any  performance  obligations  under this  Agreement
without  the other  Party's  written  consent,  which  will not be  unreasonably
withheld;  provided,  however Buyer may,  without the prior  written  consent of
Seller,  assign this Agreement in whole or in part to one or more  Affiliates of
Buyer,  but no such  assignment  will release or discharge Buyer from any of its
obligations hereunder. This Agreement will be binding upon and will inure to the
benefit  of the  Parties  hereto and their  permitted  successors  and  assigns.
Nothing  contained in this Agreement  entitles anyone other than Buyer or either
Seller or their respective  permitted successors and assigns to any rights under
this Agreement.

13.5 ENTIRE AGREEMENT;  AMENDMENTS.  This Agreement,  together with the Exhibits
hereto, the certificates, documents, instruments and writings that are delivered
pursuant  hereto,  constitute the entire,  complete and exclusive  agreement and
understanding of the Parties in respect of the subject matter hereof and thereof
and expressly supersede all prior understandings, agreements, or representations
by or among the Parties,  written or oral, with respect thereto. No amendment or
modification  of any provision of this Agreement will be valid,  unless the same
is in writing and signed by Buyer and Seller.

13.6 CONSTRUCTION.  The Parties have participated jointly in the negotiation and
drafting  of  this  Agreement.   If  an  ambiguity  or  question  of  intent  or
interpretation arises, this Agreement will be construed as if drafted jointly by
the  Parties  and no  presumption  or burden of proof  will  arise  favoring  or
disfavoring  either Party  because of the  authorship  of any  provision of this
Agreement.   The  Parties  will  treat  the  words  "include,"   "includes"  and
"including"  as if  followed  by "without  limitation."  Pronouns in  masculine,
feminine,  and neuter genders will be construed to include any other gender, and
words in the  singular  form will be  construed  to include  the plural and vice
versa, unless the context otherwise requires.

                                       29
<PAGE>
13.7  SEVERABILITYa.  . If any terms of this Agreement are determined by a court
to be invalid or unenforceable,  the remaining  provisions will remain effective
and binding,  and the invalid or unenforceable  term shall be deemed not to be a
part hereof.

13.8 BINDING EFFECTa. . This Agreement shall be binding upon, and shall inure to
the  benefit of, the Parties  and their  respective  representatives,  officers,
directors,  shareholders,  affiliates, agents, attorneys, employees and assigns,
if any. Each Party shall  represent and warrant that it has the authority to act
on its behalf and to bind itself to this Agreement.

13.9 COUNTERPARTS. This Agreement may be executed in multiple counterparts, each
deemed an  original,  as if one  document  was signed by all  Parties,  together
deemed as one final  agreement  binding on all  Parties  subscribed  thereto and
multiple  signature  pages  affixed to a single copy hereof shall be deemed as a
fully executed original.

13.10  EXERCISE OF RIGHTS;  WAIVERb.  . A failure or  forbearance  by a Party to
exercise a right or remedy for  enforcement  under this Agreement shall not be a
waiver of such Party's rights or remedies  (except as expressly  stated herein),
nor shall such failure or forbearance  modify this Agreement in the absence of a
writing  to such  effect,  as  provided  above.  No  waiver of any terms of this
Agreement  shall be valid unless signed by all Parties.  The waiver by any Party
of any breach of this Agreement  shall not operate as a waiver of any subsequent
breach, nor shall any waiver be construed as a rescission hereof.

13.11 EXPENSES AND FEES.  Unless  otherwise set forth herein or hereafter agreed
in  writing  by the  Parties,  each  Party  will pay its own  fees and  expenses
incident to the negotiation  and preparation of this Agreement and  consummation
of the transactions  contemplated  hereby. Buyer will be responsible for all the
fees for the recording of transfer documents.

13.12  LIMITATION  ON DAMAGES.  Notwithstanding  any term or  provision  of this
Agreement to the  contrary,  in no event will either Party to this  Agreement be
liable to the other Party for any consequential, special, exemplary, punitive or
similar  damages  arising out of or relating  to this  Agreement;  except to the
extent  any such Party was  required  to pay such  damages  to a third  party in
connection  with a Claim,  in which  event  such  damages  shall be  recoverable
hereunder.

13.13 CONSPICUOUSNESS.  Each of the Parties hereto specifically acknowledges and
agrees (a) that it has a duty to read this Agreement and that it is charged with
notice and knowledge of the terms hereof,  and (b) that it has in fact read this
Agreement and is fully  informed and has full notice and knowledge of the terms,
conditions and effects of this Agreement.  Each Party hereto further agrees that
it will not contest the validity or  enforceability  of any such  provisions  of
this  Agreement  on the basis that the Party had no notice or  knowledge of such
provisions or that such provisions are not "conspicuous".  The Parties expressly
hereby  acknowledge  and agree that the  provisions  contained in this Agreement
that are set out in "BOLD"  or in "ALL  CAPS"  satisfy  the  requirement  of the
"express  negligence  rule" and any other  requirement  at law or in equity that
provisions contained in a contract be conspicuously marked or highlighted.

13.14  DISPUTES;  INTERPRETATION.  All  provisions  of this  Agreement  shall be
interpreted according to their plain meaning, as the drafting hereof was made by
mutual  effort  between the Parties,  through  their  counsel,  and is not to be
construed as against any one Party as the drafter, with the Parties intending to
be bound immediately hereby.

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<PAGE>
13.15  ATTORNEY'S  FEES. In any legal proceeding by which one Party either seeks
to enforce its rights  hereunder (in contract  and/or tort) or a declaration  of
rights or obligations under any instrument referenced or contemplated hereunder,
the prevailing  Party shall be awarded its  reasonable  attorney fees, and costs
and expenses incurred.

13.16  VOLUNTARY  AGREEMENT.  The Parties  acknowledge  and understand that this
Agreement is legally  binding and that,  by signing it, they are agreeing to all
its  provisions,  and will have read and  understood  each  provision  set forth
therein.

                            [SIGNATURE PAGE FOLLOWS.]

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<PAGE>

     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date
first set forth above, to be effective as of the Effective Time.

                                    SELLERS:

                                    EARTHWISE ENERGY, INC.,
                                    A Nevada corporation


                                    By: /s/ Steven C. Howard
                                        ----------------------------------------
                                    Name: Steven C. Howard
                                    Its:  President / CEO

                                    ENERGY PARTNERS INTERNATIONAL'
                                    A Texas Joint Venture partnership


                                    By: /s/ Jeffrey C. Reynolds
                                        ----------------------------------------
                                    Name: Jeffrey C. Reynolds,
                                          Executive Vice President of Earthwise
                                          Energy, Inc., in its capacity as
                                          Managing Venturer of Energy Partners
                                          International

                                    BUYER:

                                    MASCH BRANCH EXPLORATION, L.L.C.,
                                    A Texas limited liability company


                                    By: /s/ Bill A. Williamson
                                        ----------------------------------------
                                        Bill A. Williamson, Manager


                                    By: /s/ S. Rand Stinnett
                                        ----------------------------------------
                                        S. Rand Stinnett, Manager

                                       32
<PAGE>
                                    EXHIBIT A
                                 The Properties

The "Properties" consist of the following:

1.   That  certain  Oil and Gas Lease (the  "Lease")  executed  March 10,  2004,
     effect as of March 1, 2004, by and between Michael and Melanie Scruggs,  as
     Lessors therein,  and Mid-Continent  Geological,  Inc.  ("MCG"),  as Lessee
     therein,  covering  certain lands in Denton County,  Texas of 84.996 acres,
     more or less,  together with all properties and rights incident  thereto or
     derived  therefrom,   including  without  limitation,  all  physical  lease
     equipment and facilities  owned used for the production of oil and gas from
     said  properties,   all  seismic,   geological  and  engineering  data  and
     interpretations thereof, all files and records and all agreements,  leases,
     permits,  rights-of-way,  easements,  licenses,  options,  orders and other
     agreements in any way relating thereto.

     Other  than  the  leasehold  interests  in the  Lease  that  are  owned  or
     controlled by EEI,  three other  parties,  MCG (which owns a 5.0% leasehold
     interest),  Philip R. Rice (who owns a 5.0% leasehold interest),  and David
     Vanderlaan  (who  owns  a  1.5%  leasehold  interest)  (collectively,   the
     "Minority  Lessees"),  are the only other persons,  to the knowledge of the
     Sellers, that own a leasehold interest in the Lease.

     The  aggregate  leasehold  interest  of the  Minority  Lessees is 11.5% and
     therefore,  the leasehold interest in the Lease that is owned or controlled
     by  EEI  is  (a)  that  certain  leasehold   interest  of  Energy  Partners
     International  ("EPI"),  a Texas  joint  venture  partnership  in which EEI
     serves a Managing Venturer,  specifically being 50% of an undivided 33.333%
     of  8/8ths of the  leasehold  interest  in the  Lease and (2) that  certain
     leasehold  interest  of  EEI,  specifically  being  100% of  8/8ths  of the
     leasehold  interest in the Lease,  save and except the  leasehold  interest
     owned by the  Minority  Lessees and the  leasehold  interest  owned by EPI,
     which  calculates as being a 71 5/6 %  (71.833333333%)  leasehold  interest
     that is owned by EEI and a 16 2/3% (16.666666666%)  leasehold interest that
     is owned by EPI (but which is controlled by EEI).

2.   That  certain  working  interest in the Well,  which (by  unfiled  contract
     between EEI and EPI) is 50% owned by EPI and 50% owned by EEI, constituting
     a total of 33.333% working interest (25% net revenue interest) in the Well.

3.   That certain  additional  working interest in the Well owned solely by EEI,
     constituting a 12.084636% working interest (9.063467% net revenue interest)
     in the Well.

4.   That certain  partnership  in the Scruggs #1-H Joint  Venture owned by EEI,
     constituting  a  2.383388%   partnership  interest  in  the  JV,  which  is
     equivalent to a 1.000% working  interest  (0.750% net revenue  interest) in
     the Well.

                                       33