Exhibit
      10.1 **ACADIA
        NORTH, ALBERTA**
 **PARTICIPATION
        AGREEMENT**
 
 THIS
        AGREEMENT made this 28 th day of
        January 2005
 
 BETWEEN:
 **VEGA
        RESOURCES
        LTD** .,
        a body
        corporate, having an office in the City of Calgary in the Province of Alberta,
 
 (herein
        called the "Grantor")
 
 THE
        PARTY OF THE
        FIRST PART
 
 -and-
 
 **QUEST CANADA CORP.** ,
        a body
        corporate, having an office in the City of Edmonton in the Province of
        Alberta,
 
 (hereinafter
        called the "Participant")
 
 THE
        PARTY OF THE
        SECOND PART
 
 WHEREAS,
        pursuant to an Agreement (hereinafter referred to as "the Seismic Option
        Agreement") dated the 9 th day of
        December, 2005, and made between Moraine Resources Ltd. (hereinafter referred
        to
        as the "the Farmor") and the Grantor (hereinafter sometimes referred to as
        "the
        Farmee"), it is provided that the Farmee, by performing certain obligations
        in
        the Seismic Option Agreement(a true and correct copy of which is attached
        hereto
        as Schedule "B") contained, will become entitled to earn an interest in certain
        title documents and the lands therein contained, all as more particularly
        described in the Farmout Agreement (a true and correct copy of which is attached
        hereto as Schedule "A"), and
 
 WHEREAS
        the participant desires to participate with the Grantor as if it had been
        an
        original party to the Farmout Agreement by assuming a share of the obligations
        therein contained and earning a share of the interest to be earned
        thereunder,
 
 NOW
        THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
        and of
        the covenants and agreements of the parties hereinafter set forth, the parties
        do hereby covenant and agree as follows:
 
 **1.**  **INTERPRETATION**
 
 (a)
              The
                  headings of the clauses of this Agreement are inserted for convenience
                  of
                  reference only and shall not affect the meaning or construction
                  thereof.
 
 (b)
              The
                  terms and expressions used herein shall have the same meanings
                  as are
                  ascribed to such terms and expressions under the Farmout
                  Agreement.
 
 (c)
              Wherever
                  the plural or masculine or neuter is used the same shall be construed
                  as
                  meaning singular or feminine or body politic or corporate, or vice
                  versa
                  as the context so requires.
 
 **2.**  **APPOINTMENT
        OF OPERATOR**
 Participant
        is appointed Operator as between Grantor and Participant with respect to
        all
        operations conducted hereunder and the Grantor authorized solely to deal
        with
        the Farmor on behalf of the parties in respect of all matters arising out
        of the
        Farmout Agreement.
 
 **3.**  **FARMOUT
        AGREEMENT**
 
 Except
        as
        modified by the terms of this Agreement, all of the Terms and conditions
        of the
        Farmout Agreement together with its operating provisions shall control the
        operation of the parties and shall be deemed to be incorporated herein as
        if
        included mutatis mutandis.
  **4.**  **TRUST
        CONDITIONS AND TERM**
 
 Unless
        and until Participant becomes novated into the Farmout Agreement, Grantor
        shall
        hold the participating interest of Participant in Trust and Grantor agrees,
        if
        practical, to novate Participant into the Farmout Agreement after earning
        has
        taken place thereunder.
 
 This
        Agreement shall terminate as to both parties on the date the Participant
        is
        novated into and becomes bound by the provisions in the Farmout
        Agreement.
 
 **5.**  **PARTICIPATING
        INTEREST**
 
 The
        Parties shall firstly bear and assume all costs, expenses, risks and burdens
        paid or incurred by the Farmee pursuant to the Farmout Agreement and the
        drilling of the Test Well and secondly, be entitled to all of the benefits
        and
        interests earned by the Farmee in the Farmout Lands under the Farmout Agreement
        in accordance with the following respective participating
        interests:
 
 Participant  100%
        Working Interest
 
 reserving
        unto Grantor a 3% Gross Over-riding Royalty as described in Schedule B attached
        hereto as part of Schedule “B”
 
 subject
        always to the provisions of this Agreement.
 
 **6.**  **OPTION
        WELL(S)**
 
 (a)
              The
                  parties agree to discuss exercising the option granted under the
                  Farmout
                  Agreement relating to the Option Well(s). If both parties agree
                  to
                  exercise the option, the provisions of clause 5 hereto as it relates
                  to
                  the Test Well and the Farmout Lands shall apply mutatis mutandis
                  to the
                  Options Well(s) and the Option
                  Lands.
 
 (b)
              If
                  only one party elects to exercise the option, then such exercising
                  party
                  shall be free to do so without any liability to the other party
                  and the
                  exercising party shall solely be entitled to all benefits and interests
                  and shall solely be responsible for all costs and expenses under
                  the
                  Farmout Agreement insofar as it relates to the Option Well(s) and
                  the
                  Option Lands.
 
 **7.**  **SELETION
        OF WELL LOCATIONS**
 
 The
        parties agree to meet from time to time to discuss ongoing operations under
        the
        Farmout Agreement including selection of well locations. Notwithstanding
        such
        discussions, should the parties fail to agree on the location of an earning
        well
        then the Participant's choice shall be binding upon the parties.
 
 **8.**  **GRANT
        AND CREDITS**
 
 Any
        credits or grants allowable under any acts, rules, regulations or other laws
        of
        the Province of Alberta and/or Canada shall be shared by the parties in
        accordance with the manner in which the parties bear the cost of operations
        which give rise to the generation of such credits or grants.
 
 **9.**  **ASSIGNMENT
        BY PARTICIPANT**
 
 Participant
        shall not assign its rights under this Agreement in whole or in part without
        first obtaining the written consent of Grantor which consent may not be
        unreasonably withheld. Notwithstanding any assignment by Participant, Grantor
        will always look to Participant for performance of any duties and obligations
        required to be carried out by Participant under this Agreement during the
        earning phase of the Farmout Agreement unless otherwise agreed to in writing
        by
        Grantor.
 
 **10.** **OTHER
        ENCUMBERANCES**
 
 If
        the
        interest of either party in the Farmout Lands hereafter shall become encumbered
        by any royalty, production payment or other charge of a similar nature, other
        than the royalties as set forth under the Farmout Agreement, such royalty,
        production payment or other charge shall be charged to and paid entirely
        by the
        party whose interest is or becomes thus encumbered.
 
 
 **11.** **WARRANTY
        OF TITLE**
 
 Grantor
        makes no representation or warranties as to its or Farmor's title to the
        Farmout
        Lands and Option Lands but covenants that they are encumbered only to the
        extent
        noted in the Farmout Agreement.
 
 During
        the term of this Agreement, no party shall do or cause to be done any act
        nor
        make or cause to be made any omission whereby the Farmout Lands or Option
        Lands
        become encumbered in such a way as to adversely affect the interests of the
        other parties, or become subject to termination or forfeiture.
 
 **12.** **NO
        PARTNERSHIP**
 
 The
        rights, duties, obligations and liabilities of the parties shall be several
        and
        not joint or collective, it being the parties' express purpose and intention
        that nothing herein shall be construed as creating a partnership of any kind
        or
        imposing upon any party hereto any partnership duty, obligation or liability
        to
        the other party.
 
 **13.**  **NOTICE
        PERIODS**
 
 The
        parties will endeavor on a bonafide basis to meet at least five (5) days
        prior
        to the date when either any election must be made or any notice must be sent
        to
        the Farmor, for the purposes of discussing such election or notice in order
        to
        enable Grantor, on behalf of the parties, to comply with the provisions of
        the
        Farmout Agreement.
 
 **14.**  **FURTHER
        ASSURANCE**
 
 Each
        of
        the parties shall at all times do all such further acts and deliver all such
        further deeds and documents as shall be reasonably required in order to fully
        perform and carry out the terms of this Agreement.
  Exhibit
              10.1
  
 **15.**  **NOTICE**
 
 Notwithstanding
                  anything to the contrary contained herein, all notices required
                  or
                  permitted hereunder shall be in writing. Any notice to be given
                  hereunder
                  shall be deemed to be served properly if served in any of the following
                  modes:
 
 a)
              personally,
                  by delivering the notice to the Party on which it is to be served
                  at that
                  Party's address for service; or
 
 b)
              by
                  telecopier or telex (or by any other like method by which a written
                  message may be sent) directed to the party on which it is to be
                  served at
                  that Party's address for service. A notice so served shall be deemed
                  to be
                  received by the addressee when actually received by it, if received
                  within
                  normal business hours on any day other than a Saturday, Sunday
                  or
                  statutory holiday in Alberta or at the commencement of the next
                  ensuing
                  business day following transmission if such notice is not received
                  during
                  such normal business hours; or
 
 c)
              by
                  mailing it first class (air mail if to or from a location outside
                  of
                  Canada) registered post, postage prepaid, directed to the Party
                  on which
                  it is to be served at that Party's address for service. Notices
                  so served
                  shall be deemed to be received by the addressee at noon, local
                  time, on
                  the earlier of the actual date of receipt or the fourth (4th)day (excluding Saturdays, Sundays and statutory holidays in Alberta)
                  following the mailing thereof. However, if postal service is (or
                  is
                  reasonably anticipated to be) interrupted or operating with unusual
                  delay,
                  notice shall not be served by such means during such interruption
                  or
                  period of delay.
 
 **16.** **ADDRESS
        FOR SERVICE**
 
 The
        address for service of notices hereunder of each of the Parties shall be
        as
        follows:
 
 **Grantor:**  Vega
        Resources Ltd.
 5008
        Varsity Drive NW.
 Calgary,
        Alberta T3A 1A5
 
 **Participant:**  Quest
        Canada Corp.
 #513-11215
        Jasper Ave.
 Edmonton,
        Alberta T5K 0L5
 
 A
        Party
        may change its address for service by notice to the other Party, and such
        changed address for service thereafter shall be effective for all purposes
        of
        this Agreement.
 
 **17.** **INSURANCE**
 
 The
        parties shall individually carry insurance with a reputable insurance company
        in
        the manner and in the amounts set out in the Operating Procedure. To the
        extent
        of its cost sharing interest Participant agrees to be covered by Grantor's
        "Control of Well" insurance and Grantor agrees to make suitable arrangements
        in
        that regard. Participant will bear and pay its proportionate share of such
        coverage at cost.
 
 **18.** **SUCCESSORS
        AND ASSIGNS**
 
 This
        Agreement shall enure to the benefit of and be binding upon the parties hereto
        and their respective successors and permitted assigns.
 
 
 **19.** **PROPER
        LAW**
 
 This
        Agreement and the relationship between the parties shall be construed and
        determined according to the laws of the Province of Alberta and the courts
        having original jurisdiction with respect to any matter or thing arising
        directly or indirectly relating to this Agreement shall be the courts of
        the
        Province of Alberta.
 
 **20.**  **SUPERCESSION**
 
 This
        Agreement supercedes and replaces all other agreements, documents, writings
        and
        verbal understandings between the parties with respect to the subject matter
        of
        this Agreement.
 
 IN
        WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
        as
        of the day and year first written above.
 
 
 **VEGA
        RESOURCES LTD.**     **QUEST
        CANADA CORP.**
 
 per:__________________________    per:_____________________________
 
 
 per:__________________________    per:_____________________________