Exhibit 10.09

                           FEBRUARY 28, 2011 AMENDMENT

                                 TO THAT CERTAIN

                               PURCHASE AGREEMENT

                                 By and Between

                             Earthwise Energy, Inc.

                                       and

                          Energy Partners International

                          (collectively, the "Sellers")

                                       and

                        Masch Branch Exploration, L.L.C.

                                  (the "Buyer")

                        Originally Dated January 13, 2011
<PAGE>
                FEBRUARY 28, 2011 AMENDMENT TO PURCHASE AGREEMENT

     This  February 28, 2011  Amendment  (this "1ST  AMENDMENT"  to that certain
Purchase  Agreement (the "PA"), dated January 13, 2011, is made and entered into
on March 1, 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,  pursuant to Section 13.5 of the PA, each of the Parties wishes to
amend the PA as such changes are set forth in this 1st Amendment,  understanding
that all capitalized  terms not otherwise defined herein shall have the meanings
originally ascribed to such terms, as defined in the PA;

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

1. Article I of the PA shall be amended to include the following definition:

     "NON-PARTICIPATING  JV INTERESTS"  means any JV  Venturer(s)  and/or the JV
     interests  allocable to such JV  Venturer(s)  that are, as of the Effective
     Time,  or that become,  at any time after the  Effective  Time but prior to
     March 1, 2011,  definable as  Non-Participating  Venturers (as such term is
     defined in the JV Agreement) for any reason whatsoever,  including, but not
     limited to, non-payment and/or untimely payment of an Additional Assessment
     or EEI Claims  under the JV  Agreement  (as  determined  by EEI as Managing
     Venturer).

2. Section 2.1 of the PA shall be amended to include a new Section 2.1.11, which
shall read as follows:

     "2.1.11 All  Non-Participating  JV interests held,  claimed,  or in any way
allocable to or by EEI, as of the Effective Resignation Date, as well as any and
all  interests or ownership of any kind or nature in the JV and/or the Well,  if
any and if not otherwise yet included in the Properties, as defined.

3.  Article 3 of the PA shall be  amended to include a new  Section  3.5,  which
shall read as follows:

     "3.5 ADDITIONAL CONSIDERATION. If, at the time of the Effective Resignation
          Date,  EEI is in the  position of (a) being a  Participating  Venturer
          with respect to any Non-Participating JV interests,  whether resulting
          from the JV Vote,  any  Additional  Assessment,  or otherwise,  or (b)
          acceding to the ownership of any  partnership or JV interest of any JV
          Venturer by reason of such  partner's  forfeiture of his JV interests,
          or (c)  having  asserted  rights  to  any  such  Non-Participating  JV
          interests by its affirmative acts, actions, and declarations involving
          express and implied rights and remedies  under the JV Agreement,  then
          and in that  event,  all of such  additional  interests,  rights,  and
          entitlements  (the  "ADDITIONAL  JV  INTERESTS")  in which EEI has any
          right,  title,  or interest (if not  already)  shall be deemed to have
          become part of the  Properties  being  conveyed to Buyer under the PA,
          conditioned  on  Buyer's  agreement,  hereby  given,  that  additional
          consideration  to EEI  shall be given in  exchange  for  (among  other
          considerations hereinbefore agreed upon by the Parties) the conveyance
          of the  Additional  JV  Interests to Buyer in the form of an amount of
          shares of  Topaz's  common  stock that is equal in number to the Stock
          Consideration  set forth in Section 3.1 above (the  "ADDITIONAL  STOCK
          CONSIDERATION");  and the  provisions  of Section 3.4 above shall also
          apply to the Additional Stock Consideration."

4.  Article 3 of the PA shall be  amended to include a new  Section  3.6,  which
shall read as follows:

     "3.6 DELIVERY AND  FACILITATION  OF  ADDITIONAL  STOCK  CONSIDERATION.  The
          Additional Stock Consideration shall be deliverable and payable to EEI
          by or through Buyer on or before ten (10) days after March 1, 2011, 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 on
          March  1,  2011)  of  a  written  subscription   agreement  (the  "2ND
          SUBSCRIPTION") for the Additional Stock Consideration,  which EEI (and

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<PAGE>
          Topaz,  in advance  of 3/1/11)  will  execute in  duplicate,  original
          format  on March 1,  2011,  accompanied  by a  written  resolution  of
          Topaz's board of directors (the "2ND ISSUANCE  RESOLUTION")  approving
          the issuance of the Additional Stock  Consideration  and, in addition,
          an authorization letter (the "2ND AUTHORIZATION LETTER"),  executed by
          a  properly  authorized  Topaz  officer,   instructing  Topaz's  stock
          registration  Agent to immediately  issue and deliver the Topaz common
          stock certificate  representing the Additional Stock  Consideration in
          EEI's name.  The true and correct forms of the 2nd  Subscription,  2nd
          Issuance  Resolution,  and 2nd  Authorization  Letter shall be exactly
          equivalent  to those forms  attached  hereto as Exhibit "D" and made a
          part hereof. EEI's receipt of the certificate for the Additional Stock
          Consideration following March 1, 2011 shall be requisite for the title
          to EEI's  ownership or  interest(s)  in the Additional JV Interests 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,  but in no event longer than ten (10)
          days,  after March 1, 2011, and (b) afford all Parties notice of EEI's
          physical receipt of such certificate. EEI understands that the subject
          shares   comprising  the  Additional  Stock   Consideration   are  not
          registered  under  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
          Additional  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 PA,  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 Topaz; and neither the issuance nor the delivery of the
          said Additional  Stock  Consideration  is subject to any preemptive or
          any similar right of any stockholder of Topaz or of any other Person."

5. Section 7.3 of the PA shall be amended to include a new Section 7.3.4,  which
shall read as follows:

     "7.3.4  Notwithstanding  the  provisions  of Section 7.3.2 or Section 7.3.3
          above,  the Parties  agree that,  as of the  expiration  of the voting
          period specified in the JV Letter attached hereto as Exhibit "J", if a
          majority  approval of EEI's  conveyance  of the JV Interests and EEI's
          resignation  as  Managing  Venturer  of  the JV has  not  been  timely
          obtained via the JV Vote AND, as a result,  the  provisions of Section
          3.5 and Section 3.6 above become  effective at that time, thus causing
          the shares for the Additional Stock Consideration to be deliverable to
          EEI as prescribed  therein,  then and in that event, the Parties agree
          that (1) the Effective  Resignation  Date shall be March 15, 2011, (2)
          EEI  shall  send a  final  letter  to the JV  Venturers  prior  to the
          Effective  Resignation  Date to  inform  them of,  at a  minimum,  the
          outcome  of the  original  JV Vote,  the  Effective  Resignation  Date
          (coupled  with a notice of a specific  second vote to install Buyer as
          the new  Managing  Venturer  of the JV),  in a  written  format  to be
          approved by Buyer in advance  thereof,  and the  intention of Buyer to
          issue the AFE, and (3) irrespective of any other provisions therein to
          the  contrary,  the Escrow  Agreement  attached  hereto as Exhibit "K"
          shall be  modified  such that  54.58% of the full amount of the Escrow
          Funds shall be  immediately  released to EEI on or before fifteen days
          prior to the Effective  Resignation Date (if any set of circumstances,
          as anticipated in this PA, give rise to the issuance of the Additional
          Stock  Consideration,  together  with the  actions  described  in this
          Section 7.3.4,  the same shall  collectively  be referred to herein as
          the "ALTERNATE RESIGNATION ACTIONS")."

6. Section 10.2 of the PA shall be amended to include the following  sentence at
the end of the section:

     "The  Parties  agree  that,  in the event  that the  Alternate  Resignation
     Actions are triggered by any set of circumstances,  as herein  anticipated,
     EEI shall deliver to Buyer all Records  pertaining to the JV within fifteen
     (15) days after the Effective Resignation Date."

                            [SIGNATURE PAGE FOLLOWS.]

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     IN WITNESS  WHEREOF,  the Parties  have  executed  this  February  28, 2011
Amendment to the PA as of the date first set forth above,  to be effective as of
the same date.

                                      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/ S. Rand Stinnett
                                          --------------------------------------
                                          S. Rand Stinnett, Manager

                                      ESCROW AGENT:


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

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