f8k110707ex10_articoil.htm


    
      ASSET
        PURCHASE AGREEMENT

      


      THIS
        AGREEMENT made as of the
        16 day of November, 2007.

      


      AMONG;

      


      BULLDOG
        FINANCIAL INC., a corporation incorporated pursuant to the laws of the
        State of Nevada having a registered office Suite 500, 6100 Neil Road, Reno,
        State of Nevada, USA.

      


      (Hereinafter
        called 'Bulldog')

      


      AND

      


      UNITED
        OIL & GAS CONSORTIUM MANAGAMENET CORP., a corporation incorporated
        pursuant to the laws of State of Nevada, having a business office at 1785
        E
        Sahara Ave, Suite 490 Las Vegas, Nevada 89104.

      


      (Hereinafter
        called "United")

      


      AND

      


      STRATEGIC
        NINE CORPORATION,  a corporation incorporated pursuant to the
        laws of State of Nevada, having a business office at 1785 E Sahara Ave, Suite
        490 Las Vegas, Nevada 89104.

      


      (Hereinafter
        called "Strategic")

      


      AND:

      


      STERLING
        OIL AND GAS TRUST (NZ),  a corporation incorporated pursuant to
        the laws of New 7aaland, having a USA business office at 1785 E Sahara Ave,
        Suite 490 Las Vegas, Nevada 89104.

      


      (Hereinafter
        called "Sterling")

      


      WHEREAS:

       

      
        
          	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    SM

                
	
                  Initial

                	
                  Intial

                	
                  Intial

                	
                  Intial

                


        

      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                A.  

              	
                On
                  May 9, 2006, United, Strategic and Sterling filed a claim with
                  the United
                  Nations General Assembly and the countries of Canada, Russia, United
                  States of America, Norway and Denmark, claiming, as a responsible
                  oil and
                  gas development agent of the "common heritage of mankind.", the
                  sole and
                  exclusive exploitation, development, marketing and extraction rights
                  to
                  the oil and gas resources of the seafloor and subsurface contained
                  with
                  the entire Arctic Ocean Common area beyond the exclusive economic
                  zone of
                  the Arctic Ocean's surrounding countries (the "Arctic Claims").
                  A copy of
                  the filing is attached hereto as Schedule
                  "A".

              


      

      


      
        	
                B.  

              	
                Strategic,
                  Sterling and United hold 4, 43 and 53 per cent interests, respectively,
                  in
                  the Arctic Claims.

              


      

       

      
        	
                C.  

              	
                Bulldog
                  wishes to purchase a thirty (30) per cent interest in the Arctic
                  Claims,
                  to be acquired from Strategic (1 per cent), Sterling (28 per cent)
                  and
                  United (1 per cent).

              


      

      


      
        	
                D.  

              	
                Sterling,
                  the original Arctic Claims founder, shall retain a 10% gross production
                  royalty, net of cash lifting costs only from any hydrocarbons produced
                  within the Arctic Claims for 150
                  years.

              


      

      


      NOW
        THEREFORE, in consideration of the premises and the mutual representations,
        warranties, covenants and agreements provided in this Agreement, and for
        other
        good and valuable consideration (the receipt and sufficiency of which is
        hereby
        acknowledged), the parties hereto agree each with the others as
        follows:

      


      ARTICLE
        1

      


      INTERPRETATION

      


      Section
        1.01         Definitions. 
        Whenever used in this
        Agreement the following terms shall have the following
        meanings, respectively:

      


      
        	
                (a)  

              	
                "Agreement'
                  means this agreement and the schedules hereto as amended from time
                  to
                  time;
                  

              


      

      
      

      


      
        	
                (b)  

              	
                "Affiliate"
                  means a Subsidiary of a parent company, two Subsidiaries of the
                  same
                  parent company,
                  or two companies controlled (de jure) by the same person;
                  

              


      

      
      

      


      
        	
                (c)  

              	
                "Closing
                  Date" means October 9, 2007 or such other date as may be agreed
                  to among
                  the parties;

              


      

      
      

      


      
        	
                (d)  
                  

              	
                "Closing"
                  means the closing that which will occur on the Closing Date;
                  

              


      

      


      
        	
                (e)  

              	
                'Bulldog
                  Shares" means fully voting common shares of par value $0.00001
                  per share
                  in the
                  common stock of Bulldog as constituted at the date of this Agreement;
                  

              


      

      
      

      


      
        	
                (f)  

              	
                "NASDAQ"
                  means the National Association of Securities Dealers of the United
                  States
                  automated
                  securities quotation system;


              


      

      
      

      


      
        	
                (g)  
                  

              	
                "Party"
                  and "Parties" means Bulldog and United and any one or more of them,
                  as the
                  context may require; 

              


      

      


      
        	
                (h)  
                  

              	
                "Subsidiary"
                  means a company controlled (de jure), directly or indirectly, by
                  another
                  company. 

              


      

       

       

      
         

        
          
            	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      SM

                  
	
                    Initial

                  	
                    Intial

                  	
                    Intial

                  	
                    Intial

                  


          

        

         

      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

       

      Section
        1.02     Schedules
        The
        following are the schedules appended to and forming part of this
        Agreement.  

      


      Schedule
        "A”
-                                
Arctic Claims United Nations Filing

      Schedule
        "B”
-                                
Bulldog Financial Statements

      


      


      ARTICLE
        2

      


      PURCRASE
        OF ARCTIC CLAIMS

      


      Section
        2.01    Artic
        Claims  In consideration of Bulldog delivering to United
        1,750,000 restricted common shares in the capital of Bulldog issued from
        its
        treasury to United in its own, right and as agents for Strategic and Sterling,
        on Closing, United, Strategic and Sterling shall collectively sell and Bulldog
        shall purchase a thirty per cent interest in the Arctic Claims.

      


      Section
        2.02    Deliveries
        of United on United.  On Closing United, Strategic and Sterling
        shall each execute and deliver (i) a certified copy of a resolution or
        resolutions of the directors of each company authorizing this Agreement;
        (ii)
        affirmative vote of its shareholders, as required by applicable corporate
        or
        securities laws; and (iii) such other items of documentation as counsel to
        the
        Parties and any of them may advise and the Parties or any of them may reasonably
        request

      


      Section
        2.03    Deliveries
        of Bulldog on Closing.  On Closing Bulldog shall execute and
        deliver (i) the Bulldog Consideration; (ii) a certified copy of a resolution
        or
        resolutions of the directors of Bulldog authorizing this Agreement; (iii)
        resignations of comfit directors and filling of vacancies with Peter Sterling,
        Edward M. Lawson, Gerry St Germain and a nominee of Peter Sterling (for the
        purpose of closing one such vacancy must be filled); and (iv) such other
        items
        or documentation as counsel to the Parties or any of them may advise and
        the
        Parties of any of them may reasonably request.

      


      Section
        2.04    Registration
        of Bulldog Shares. Bulldog shall register the 1,750,000 restricted shares
and
        pay
        all costs involved in registering the shares to make them free trading at
        the
        earliest possible date.

      


      ARTICLE
        3

      


      REPRESENTATIONS
        AND WARRANTIES

      


      Section
        3.01    Representations
        and Warranties of BullDog.  Bulldog hereby represents and
        warrants to

      United
        as
        follows:

      


      
        	
                (a)  

              	
                Organization.  Bulldog
                  is a corporation duly incorporated and organized and validly subsisting
                  under the laws of the State of Nevada and has all, requisite porate
                  power,
                  capacity and authority to own or lease its property and
                  assets.

              


      

      


      
        	
                (b)  

              	
                Power
                  and Authority: Bulldog has all requisite corporate power, authority
                  and capacity to perform the obligations of Bulldog provided in
                  this
                  Agreement.

              


      

      


      
        	
                (c)  

              	
                Enforceability.  This
                  Agreement and all other agreements and documents required to be
                  delivered
                  by Bulldog pursuant to this Agreement constitute, or at the time
                  of
                  delivery of the same will constitute, legal, valid and binding
                  enforceable
                  obligations of Bulldog.

              


      

       

       

      
        
          	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    SM

                
	
                  Initial

                	
                  Intial

                	
                  Intial

                	
                  Intial

                


        

      

       

       

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                (d)  

              	
                Authorized
                  and Issued Capital. The authorized capita,' of Bulldog consists of
                  200,000,000 shares of common stock, $0.00001 par value, of which
                  not more
                  than 29 million common shares have been duly and validly issued
                  prior to
                  the issuance of the shares referred to in paragraph 201 and are
                  outstanding as fully paid and non-assessable shares in the capital
                  of
                  Bulldog, free and clear of all liens and
                  encumbrances.

              


      

      


      
        	
                (e)  

              	
                NASDAQ
                  Quotation. The Bulldog Shares are quoted for trading through the
                  facilities of NASDAQ Overate Counter Quotation Network ("OTCBB")
                  and no
                  cease trading or Similar order of NASDAQ or any other securities
                  regulatory authority has been made or issued and is outstanding
                  or is
                  threatened to be made or issued which prohibits or restricts or
                  would
                  prohibit or restrict the quotation of Bulldog Shares through the
                  facilities of NASDAQ or otherwise nor is Bulldog aware of any reason
                  or
                  basis for or upon which any such order or ruling could be made
                  or
                  issued.

              


      

      


      
        	
                (f)  

              	
                Options.  No
                  person has any agreement or option, or any right or privilege (whether
                  by
                  law, pre-emptive or contractual) capable of becoming an agreement
                  or
                  option, including convertible securities, warrants or convertible
                  obligations of any nature, for the purchase, subscription, allotment
                  or
                  issuance of any shares or securities convertible into shares in
                  the
                  capital of Bulldog.

              


      

      


      
        	
                (g)  

              	
                Financial
                  Statements.  Each of the Bulldog Annual Financial
                  Statements and the Interim Financial Statements dated August 31..
                  2007 are
                  attached hereto as Schedule "B" have been prepared in accordance
                  with,
                  generally accepted accounting principles and the requirements of
                  the
                  Securities Act of 1934 (U.S.) and fairly and accurately present
                  and will
                  on Closing fairly and accurately present the financial position
                  and
                  results of operations of Bulldog for the periods reported on therein
                  and
                  as at the date thereof respectively, and there has been no material
                  adverse change in the financial position, results of operations
                  or
                  business or affairs of Bulldog from the dares thereof respectively,
                  to
                  Closing

              


      

      


      
        	
                (h)  

              	
                Related
                  Party Transactions.  No indebtedness, liability
                  (including fixed or contingent liability) or contract exists, directly
                  or
                  indirectly, between any shareholder, officer or director of Bulldog
                  or any
                  member of the families of such persons ("Related Parties") on the
                  one hand
                  and Bulldog on the other.

              


      

      


      
        	
                (i)  

              	
                Material
                  Contracts. Bulldog is not subject to or bound by any material
                  contract or Commitment.

              


      

      


      
        	
                (j)  

              	
                Litigation.  There
                  is no action suit, proceeding, claim or demand by any person which
                  is
                  threatened or outstanding against Bulldog. To the best of the knowledge
                  of
                  Bulldog, there is no investigation by any governmental or other
                  instrumentality, authority or agency pending or threatened against
                  Bulldog
                  and Bulldog knows of no valid basis for any such investigation.
                  Bulldog is
                  not subject to any judgment order or decree entered in any lawsuit
                  or
                  proceeding.

              


      

      


      
        	
                (k)  

              	
                Assets.  Bulldog
                  is the legal and beneficial owner of all of the property and assets
                  (whether real or personal, tangible or intangible) now used or
                  owned by it
                  and Bulldog has good and marketable title to all such property
                  and assets
                  free and clear of any and all claims, liens, mortgage, charges,
                  security
                  interests or other encumbrances,

              


      

       

       

      
        
          	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    SM

                
	
                  Initial

                	
                  Intial

                	
                  Intial

                	
                  Intial

                


        

      

       

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
 

      
        	 


      

      
        	
                (l)  

              	
                Full
                  Disclosures.  This Agreement does not contain any untrue
                  statement of material fact or omit any statement of a material fact
                  necessary in order to make the statements contained herein not
                  misleading.
                  There is no fact known to Bulldog which materially adversely affects
                  the
                  business, prospects or financial condition of -Bulldog or which
                  might
                  reasonably be expected to deter a reasonable purchaser from completing
                  the
                  transaction of purchase and sale herein contemplated which has
                  not been
                  set forth in this Agreement (other than economic conditions and
                  factors
                  applicable to business in general).

              


      

      


      Bulldog
        hereby acknowledges and agrees that Linked will be relying on the
        representations and warranties made by Bulldog in this Agreement tin completing
        the transactions provided herein. Bulldog hereby agrees not to do or cause
        anything to be done between the date of this Agreement and Closing which
        might
        cane any of the foregoing representation and warranties to be untrue at
        Closing.

      


      Section
        3.02    Representations
        find Warranties of United, Strategic and Sterling Each. Company hereby
        represents and warrants to Bulldog as follows:

      


      
        	
                (a)  

              	
                Organization.
                  Each Company is a corporation duly and validly incorporated and
                  organized
                  and validly subsisting under the laws of the State of Nevada (Sterling
                  –New Zealand) and has all requisite corporate power, capacity and
                  authority to own or lease its property and assets, and is in good
                  standing
                  in all jurisdictions in which the nature of the its business or
                  the
                  property owned or leased by it makes such qualification, licensing
                  or
                  registration necessary.

              


      

      


      
        	
                (b)  

              	
                Power
                  and Authority.  Each Company has all requisite corporate
                  power, capacity and authority to enter into this Agreement and
                  to perform
                  the obligations of each Company provided in this
                  Agreement.

              


      

      


      
        	
                (c)  

              	
                Enforceability
                  This Agreement and all other agreements and documents required
                  to be
                  delivered by each Company pursuant to this Agreement constitute,
                  or at the
                  time of delivery of the same will constitute, legal, valid and
                  binding
                  enforceable obligations of each
                  Company.

              


      

      


      
        	
                (d)  

              	
                Compliance
                  with. Laws  Each Company is conducting its business in
                  compliance in all material respects with all applicable laws, regulations,
                  policies, ordinances, codes, orders, deficiency notices, notices
                  of
                  violation or other notices concerning its business which have been
                  issued
                  by any regulatory or other governmental department, authority or
                  agency
                  and there are no matters under discussion with any such department,
                  authority or agency relating to work orders., non-compliance orders,
                  deficiency notices, notices of violation or other
                  notices.

              


      

      


      
        	
                (e)  

              	
                Arctic
                  Claims
                  Each Company
                  is the legal and beneficial owner of the Arctic Claims in the percentage
                  interests set out herein, free and dear of any and all claims,
                  liens,
                  mortgages, charges, security interests or other
                  encumbrances.

              


      

      


      
        	
                (f)  

              	
                Full
                  Disclosure This Agreement does not contain any untrue statement of
                  a material fact or omit any statement of a material fact necessary
                  in
                  order to make the statements contained herein not misleading. There
                  is no
                  fact known to each Company which materially adversely affects the
                  quality
                  of title to the Arctic Claims or which might reasonably be expected
                  to
                  deter a reasonable purchaser from completing the transaction of
                  purchase
                  and sale herein contemplated which has not been set forth in this
                  Agreement (other than economic conditions and factors applicable
                  to
                  business in general);

              


      

       

       

      
         

        
          
            	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      SM

                  
	
                    Initial

                  	
                    Intial

                  	
                    Intial

                  	
                    Intial

                  


          

        

         

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

       

       

      


      ARTICLE
        4

      


      COVENANTS

      


      Section
        4.01     Covenants
        of United, Strategic and Sterling.  Each Company covenants and
        agrees to provide to Bulldog all necessary information relating to the Arctic
        Claims, as is required from time to time for Bulldog to meet its reporting
        requirements as a reporting company under the Securities and

      Exchange
        Act of 1934 (U.S.)-

      


      ARTICLE
        5

      


      CONDITIONS
        PRECEDENT

      


      Section,
        5.01    Conditions
        Precedent in Favor of Bulldog.  Closing is subject to the
        followingconditions
        in favor of Bulldog:

      


      
        	
                (a)  

              	
                All
                  of the representations and warranties of United, Strategic and
                  Sterling
                  provided in this Agreement shall be true and correct in all material
                  respects as of the date of this Agreement and at the time of Closing
                  as if
                  such representations and warranties had been made at and with reference
                  to
                  the time of Closing.;

              


      

      


      
        	
                (b)  

              	
                United,
                  Strategic and Sterling shall each have observed and performed all
                  of the
                  covenants and agreements provided in this Agreement which are to
                  be
                  observed and performed at or prior to
                  Closing,

              


      

      


      
        	
                (c)  

              	
                No
                  action or proceeding shall he pending or threatened by any person,
                  firm,
                  corporation, governmental authority, regulatory body or agency
                  to enjoin,
                  restrict or prohibit the transactions contemplated in this Agreement;
                  and

              


      

      


      
        	
                (d)  

              	
                There
                  shall have been no material adverse change in the assets, business,
                  affairs or condition of any of United, Wag* or Sterling as provided
                  or
                  contemplated in this Agreement.

              


      

      


      The
        conditions contained in this Section are included for the exclusive benefit
        of
        Bulldog and Bulldog shall be entitled to waive, in whole or in part, compliance
        with any condition or conditions contained in this Section if Bulldog sees
        fit
        to do so.

      


      Section
        5.02    Conditions
        Precedent in favour of United, Strategic and Sterling.  Closing
        is subject to the following conditions precedent in favour of
        United:

      


      
        	
                (a)

              	
                All
                  of the representations and warranties of Bulldog provided in this
                  Agreement shall be true and correct in all material respects as
                  of the
                  date of this Agreement and at Closing as if such representations
                  and
                  warranties had been made at and with reference to Closing;
                  

              


      

       

       

      
        
          	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    PS

                	
                  /s/
                    SM

                
	
                  Initial

                	
                  Intial

                	
                  Intial

                	
                  Intial

                


        

      

       

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (b)

              	
                Bulldog
                  shall ]nave observed and performed all of the covenants and agreements
                  provided in
                  this Agreement which are to be observed and performed at or prior
                  to
                  Closing; 

              


      

      
      

      


      
        	
                (c)

              	
                No
                  action or proceeding shall be pending or threatened by any person,
                  firm,
                  corporation governmental authority, regulatory body or agency to
                  enjoin,
                  restrict or prohibit the transactions contemplated in this Agreement;
                  

              


      

      


      
        	
                (d)  

              	
                There
                  shall have been no material adverse change in the assets, business,
                  affairs or condition
                  of Bulldog as provided or contemplated in this Agreement; and
                  

              


      

      
      

      


      
        	
                (e)  

              	
                The
                  conditions contained in this Section 5_02 are included for the
                  exclusive
                  benefit of  United,
                  Strategic and Sterling and these companies shall be entitled to
                  waive, in
                  whole or  in
                  part, compliance with any condition or conditions contained in
                  this
                  Section if they see  fit
                  to do so.

              


      

       

      


      Section
        5.03    Non-Fulfillment
        of Condition by Bulldog. In the event that Bulldog is unable or unwilling
        to perform, satisfy or fulfill any condition on the part of Bulldog to be
        performed, satisfied, or fulfilled by Bulldog pursuant to this Agreement,
        whether pursuant to Section 5.02 hereof or otherwise, United shall by notice
        in
        writing to Bulldog be entitled to terminate this Agreement without liability
        to
        United whether for damages, costs, fees, expenses or other amounts.

      


      Section
        5.04    Non-Fulfilment
        of Conditions by United, Strategic and Sterling. In the event that any of
        the companies are unable or unwilling to perform, satisfy or fulfill any
        condition to be performed, satisfied or fulfilled pursuant to this Agreement,
        Bulldog shall by notice in writing to each of the companies be entitled to
        terminate this Agreement without liability to Bulldog whether for damages,
        costs, fees expenses or other amounts.

      


      ARTICLE
        6

      


      GENERAL

      


      Section
        6.01    Survival
        of Representations and Warranties.  All representation,
        warranties. covenants and agreements of the Parties hereto provided in this
        Agreement shall survive Closing and not merge thereon provided that the
        representations and warranties provided in this Agreement shall only survive
        for
        three years following Closing.

      


      Section
        6.02    Further
        Assurance.  Each of the Parties shall, whenever required by
        another Party, and at the expense of the requesting Party, execute and deliver
        such further assurances as may be reasonably requested from time to time
        in
        order to confirm or give effect to the transactions provided or contemplated
        in
        this Agreement

      


      Section
        6.03    Enurement.
        This Agreement shall enure to the benefit of and be binding upon the Parties
        to
        this Agreement and their respective successors and assigns. No Party may
        assign
        this Agreement or any or its rights under or interest in this Agreement without
        the consent of the others.

      


      Section
        6.04    Notices
        All notices required or permitted to be given under this Agreement shall
        be
        given in writing by personal delivery (including courier delivery) or by
        prepaid
        registered mail or by facsimile. The address for notice to each of the Parties
        shall be as follows:

       

      
         

        
          
            	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      SM

                  
	
                    Initial

                  	
                    Intial

                  	
                    Intial

                  	
                    Intial

                  


          

        

         

      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (a)  

              	
                if
                  to Bulldog: Edward Lawson, 51669 El Dorado Drive, La Quinta, California,
                  92253 Tel: 604-331-0766, Fax:
                  604-331-0522;

              


      

      


      
        	
                (b)  

              	
                if
                  to United; Peter Sterling, at 1785 E Sahara Ave, Suite 490 Las
                  Vegas, NV
                  89104, Tel: 323-356-7777, Fax: 323-938-0859; E-mail: unoilgas@yahoo.com

              


      

      


      
        	
                (c)  

              	
                If
                  to Strategic: AS ABOVE

              


      

      


      
        	
                (d)  

              	
                If
                  to Sterling: AS ABOVE

              


      

      


      


      Provided
        that any Party may change its address for notice by giving written notice
        to the
        others. Any notice
        shall he deemed to have been received on the date it is received at the address
        for notice of the Party to whom it is addressed (or in the case of a facsimile
        notice when received at the facsimile of The

      Party
        for
        whom it is intended),

      


      Section
        6.05       Entire
        Agreement. This Agreement contains all of the terms and conditions agreed
        upon between the Parties with respect to the subject matter of this Agreement
        and is not subject to any oral agreement or undertaking of any
        kind.

      


      Section
        6.06       Time
        of
        the Essence Time shall be of the essence of this Agreement.

      


      Section
        6,07     Governing
        Law and Attornment. This Agreement and the rights and obligations of the
        Parties provided herein shall be governed by and construed in accordance
        with
        the laws of the State of Nevada, United States of America as a contract made,
        executed, delivered and entered into in the State of Nevada, United States
        of
        America.Exclusive jurisdiction for any proceedings in relation to
        this

      Agreement
        is the State of Nevada, United States of America

      


      Section
        6.08       Arbitration
        Any controversy or claim, arising under, out of, or in any way relating to
        this
        Agreement including, without limitation, the execution, delivery, validity,
        enforceability, performance, breach, discharge, interpretation or construction
        of this Agreement, shall be settled by binding arbitration in accordance
        with
        the Commercial Arbitration Rules of the American Arbitration Association
        in the
        City of Las Vegas, Nevada, and judgment on the award rendered by the
        arbitrator(s) may be entered in any court having jurisdiction thereof. Both
        parties consent to jurisdiction in the City of Las Vegas, Nevada.

       

      
         

        
          
            	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      SM

                  
	
                    Initial

                  	
                    Intial

                  	
                    Intial

                  	
                    Intial

                  


          

        

         

      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

      ARTICLE
        7

      


      EXECUTION

      


      IN
        WITNESS WIIEROF the Parties
        have caused this Agreement to be executed by their duty authorized officers
        in
        such regard.

      


      
        	
                BULLDOG
                  FINANCIAL INC.

              
	 	 
	
                By:

              	
                /s/  Scott
                  McDowell

              
	 	 
	
                UNITED
                  OIL & GAS CONSORTIUM

                MANAGEMENT
                  CORP.

              
	 	 
	
                By:

              	
                /s/  Peter
                  Sterling

              
	 	 
	
                STRATEGIC
                  NINE CORPORATION

              
	 	 
	
                By:

              	
                /s/  Peter
                  Sterling

              
	 	 
	
                STERLING
                  OIL AND GAS TRUST (NZ)

              
	 	 
	
                By:

              	
                /s/  Peter
                  Sterling

              


      

       

      
         

        
          
            	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      PS

                  	
                    /s/
                      SM

                  
	
                    Initial

                  	
                    Intial

                  	
                    Intial

                  	
                    Intial

                  


          

        

         

      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

      CONSENT
        OF SOLE DIRECTOR

      


      OF

      


      BULLDOG
        FINANCIAL INC.

      (a
        Nevada corporation)

      


      The
        undersigned, being the sole director of BULLDOG FINANCIAL INC. (the
        "Corporation"), hereby adopts the following resolutions:

      


      RESOLVED,
        that all of the acts
        taken and actions adopted by the Officer and Director are hereby ratified
        and
        adopted; and it is further

      


      RESOLVED,
        that the following
        persons shall resign as officer of the Corporation effective as of November
        27th,2007

      


      President                           Scott
        McDowell

      Secretary/Treasurer
        --             Scott
        McDowell

      


      RESOLVED,
        that the following
        persons be, and they hereby are, appointed officers and directors of the
        Corporation to serve in accordance with the By-Laws of the Corporation until
        the
        meeting of directors of the Corporation next following the next annual meeting
        of shareholders of the Corporation and until their successors are appointed
        or
        elected and qualify: and it is further

      


      President                      
        -­            Peter
        Sterling

      Secretary/Treasurer
        -­                Peter
        Sterling

      Vice
        President                            Edward
        M Lawson

      


      RESOLVED,
        that the By-Laws in
        the form adopted by the Incorporator of the Corporation be, and the same
        hereby
        are, approved and adopted in all respects as and for the By-Laws of the
        Corporation; and it is further

      


      RESOLVED,
        that the Corporation
        accept the proposal of United Oil and Gas Consortium to purchase 1,750,000
        shares of the Corporation's common stock, no par value, at a purchase price
        equal to $0,00001 per share, for an aggregate consideration of the asset
        as per
        attached schedule "A"; and the offi­cers of the Corporation be, and each
        hereby is, authorized to, in the name of and on behalf of the Corporation,
        to
        issue to Bulldog Financial Inc., a stock certificate evidencing ownership
        of
        1,750,000 shares of the Corporation's Common Stock, no par value at a purchase
        price equal to $0,00001 per share, as fully paid and nonassessable, and to
        do
        such other and further acts as may be necessary or appropriate to conclude
        the
        subscription for the shares of the Corporation authorized herein; effective
        on
        November 27th, 2007and it is further.

      


      RESOLVED,
        that the appropriate
        officers of the Corporation are hereby authorized and directed to take any
        and
        all action and to execute and deliver any and all instruments required to
        consummate all of the transactions contemplated by the foregoing
        resolutions.

      


      IN
        WITNESS WHEREOF, the
        undersigned has executed this instrument this 23rd day of November,
        2007

       

       

      /s/ 
        Scott McDowell

      Scott
        McDowell

      Sole
        Director

       

       

      10