URANIUM POWER CORPORATION

                                     - and -

                           WESTERN CANADIAN MINT INC.

                                     - and -

       BULLION FUND INC., ANITA WALTER, BRENT WALTER, FRANK VAN DER VLIET,
       ROBERTA VAN DER VLIET, JOHN GARDEN, LINDA GARDEN AND REBECCA GODIN

                                    - and -

                         AMERICAN OILSANDS COMPANY INC.

                           PURCHASE AND SALE AGREEMENT



                                November 8, 2004

<PAGE>

                                TABLE OF CONTENTS

                                                                        PAGE NO.

                                    ARTICLE I

                                 INTERPRETATION

   1.1     Defined Terms.....................................................1
   1.2     Best of Knowledge.................................................3
   1.3     Currency..........................................................3
   1.4     Choice of Law and Attornment......................................3
   1.5     Interpretation Not Affected by Headings or Party Drafting.........4
   1.6     Number and Gender.................................................4
   1.7     Time of Essence...................................................4
   1.8     Inclusive Terminology.............................................4

                                   ARTICLE II

                                PURCHASE AND SALE

   2.1     Purchase and Sale.................................................4
   2.2     Purchase Price....................................................5
   2.3     Non-Payment of Purchase Price.....................................5

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

   3.1     Representations and Warranties by the Vendors.....................5
   3.2     Additional Representations and Warranties by the Vendors..........6
   3.3     Representations and Warranties by the Purchaser..................14

                                   ARTICLE IV

           SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES

   4.1     Survival of Representations and Warranties by the Vendors........15
   4.2     Survival of Representations and Warranties by Purchaser..........16

                                    ARTICLE V

                                    COVENANTS

   5.1     Covenants by the Vendors.........................................16
   5.2     Covenants by the Purchaser.......................................17

                                   ARTICLE VI

                                   CONDITIONS

   6.1     Conditions to the Obligations of the Purchaser...................17
   6.2     Waiver or Termination by Purchaser...............................19
   6.3     Conditions to the Obligations of the Vendors.....................19
   6.4     Waiver or Termination by Vendors.................................20

                                   ARTICLE VII

                                     CLOSING

   7.1     Closing Arrangements.............................................20
   7.2     Documents to be Delivered........................................20

<PAGE>

                                  ARTICLE VIII

                                 INDEMNIFICATION

   8.1     Indemnity by the Vendors.........................................22
   8.2     Indemnity by the Purchaser.......................................22
   8.3     Provisions Relating to Indemnity Claims..........................23

                                   ARTICLE IX

                               GENERAL PROVISIONS

   9.1     Further Assurances...............................................25
   9.2     Remedies Cumulative..............................................25
   9.3     Notices..........................................................25
   9.4     Counterparts.....................................................26
   9.5     Legal and Other Professional Fees................................26
   9.6     Public Disclosures...............................................27
   9.7     Assignment.......................................................27
   9.8     Entire Agreement.................................................27
   9.9     Successors and Assigns...........................................27
   9.10    Waiver...........................................................27
   9.11    Amendments.......................................................27
   9.12    Survival.........................................................27
   9.13    Severability.....................................................28

<PAGE>

                           PURCHASE AND SALE AGREEMENT

      THIS AGREEMENT is made as of the 8th day of November, 2004;

AMONG:

            URANIUM  POWER  CORPORATION,  a body  corporate  having an office in
            Vancouver, British Columbia (hereinafter the "PURCHASER")

AND:

            WESTERN  CANADIAN  MINT INC., a body  corporate  having an office in
            Calgary, Alberta (hereinafter "WCM")

AND:

            BULLION FUND INC., ANITA WALTER,  BRENT WALTER, FRANK VAN DER VLIET,
            ROBERTA VAN DER VLIET, JOHN GARDEN,  LINDA GARDEN AND REBECCA GODIN,
            a body  corporate  having an office in or  individuals  resident  in
            Calgary, Alberta (hereinafter individually referred to as a "VENDOR"
            and collectively referred to as the "VENDORS")

AND:

            AMERICAN OILSANDS COMPANY INC., a body corporate having an office in
            Calgary, Alberta (hereinafter "AOC")


WHEREAS:

A.    The Vendors are the registered and beneficial  owners of all of the issued
      and  outstanding  shares in the capital of WCM, and WCM is the  registered
      and  beneficial  owner of the sole  issued  and  outstanding  share in the
      capital of AOC; and

B.    The Purchaser  wishes to acquire the Purchased  Shares (as defined herein)
      from the Vendors, and the Vendors wish to sell the Purchased Shares to the
      Purchaser,  on the terms and subject to the  conditions  set forth in this
      Agreement;

NOW  THEREFORE,  in  consideration  of  the  respective  covenants,  agreements,
representations,  warranties and indemnities herein contained and other good and
valuable  consideration  (the  receipt  and  sufficiency  of  which  are  hereby
acknowledged) the parties hereby covenant and agree as follows.

                                   ARTICLE I

                                 INTERPRETATION

1.1   DEFINED TERMS

      Whenever used in this Agreement,  unless there is something in the subject
matter or context  inconsistent  therewith,  the following  words and terms will
have the indicated  meanings and grammatical  variations of such words and terms
will have corresponding meanings:

<PAGE>

                                      -2-


      (a)   "ACT" means the Business Corporations Act (Alberta), as in effect on
            the date hereof;

      (b)   "ARM'S LENGTH" has the meaning ascribed thereto in the ITA;

      (c)   "AEPEA" has the meaning ascribed thereto in SECTION 3.2(O);

      (d)   "BUSINESS"  means the business  carried on by AOC, which has to date
            been  restricted to holding a 51% interest in the Permits and to the
            negotiation of an operating agreement relating thereto with Powermax
            Energy Inc.;

      (e)   "BUSINESS DAY" means any day, other than a day that is a Saturday, a
            Sunday or a day on which banks in Calgary, Alberta are not generally
            open for business;

      (f)   "CEPA" has the meaning ascribed thereto in SECTION 3.2(O);

      (g)   "CLOSING" has the meaning ascribed thereto in SECTION 7.1;

      (h)   "CLOSING  DATE" means  November 30, 2004,  or such other date as the
            parties may mutually agree upon;

      (i)   "CLOSING TIME" means 2:00 p.m. (Calgary time) on the Closing Date or
            such other time on the  Closing  Date as the  parties  may  mutually
            agree upon;

      (j)   "CONTRACT" means any agreement,  indenture, contract, lease, deed of
            trust,  licence,  option,  instrument or other  commitment,  whether
            written or oral;

      (k)   "EMPA" has the meaning ascribed thereto in SECTION 3.2(O);

      (l)   "ENCUMBRANCES"   means   mortgages,   charges,   pledges,   security
            interests, liens, encumbrances,  actions, rights and claims, adverse
            interests, acquisition rights of third parties, demands and equities
            of any nature  whatsoever  or howsoever  arising,  and any rights or
            privileges capable of becoming any of the foregoing;

      (m)   "ENVIRONMENTAL  LAWS" has the  meaning  ascribed  thereto in SECTION
            3.2(O);

      (n)   "ENVIRONMENTAL  PERMITS" has the meaning ascribed thereto in SECTION
            3.2(O);

      (o)   "GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES"  means the  accounting
            principles prescribed,  recommended or promulgated from time to time
            by the Canadian Institute of Chartered Accountants,  as contained in
            the CICA Handbook,  which are applicable as at the date on which any
            calculation  made  hereunder is to be effective or as at the date of
            any financial statements referred to herein, as the case may be, and
            in the absence of a specific  recommendation  contained  in the CICA
            Handbook,  such accounting  principles as are generally  accepted in
            practice;

      (p)   "GOVERNMENTAL  CHARGES" has the meaning  ascribed thereto in SECTION
            3.2(M);

      (q)   "HAZARDOUS  SUBSTANCE" has the meaning  ascribed  thereto in SECTION
            3.2(O);

      (r)   "INDEMNITY CLAIM" has the meaning ascribed thereto in SECTION 8.3;


<PAGE>
                                      -3-


      (s)   "INITIAL  FINANCING"  means the  financing to be  undertaken  by the
            Purchaser in order to raise the  necessary  capital to (i) undertake
            all, or a portion of the first winter's  exploration  program on the
            Lands, and (ii) make the payments contemplated in Section 2.2;

      (t)   "ITA" means the Income Tax Act (Canada);

      (u)   "LANDS"  means  those  lands as  described  in  Schedule  "A" to the
            Agreement of Purchase and Sale dated  September 29, 2004 between the
            Purchaser and Powermax Energy Inc.;

      (v)   "MISREPRESENTATION"   has  the  meaning   ascribed  thereto  in  the
            Securities Act (Alberta);

      (w)   "PERMITS"  means  those  oilsands  permits  related  to the Lands as
            described  in Schedule  "A" to the  Agreement  of Purchase  and Sale
            dated  September 29, 2004 between the Purchaser and Powermax  Energy
            Inc.;

      (x)   "PERSON" includes any individual, corporation, company, partnership,
            limited partnership,  firm, joint venture,  syndicate,  association,
            trust,  government,  governmental  agency or board or  commission or
            authority;

      (y)   "PURCHASE PRICE" has the meaning ascribed thereto in SECTION 2.2;

      (z)   "PURCHASED  SHARES"  means all of the  shares in the  capital of WCM
            owned by the Vendors;

      (aa)  "RELEASE" has the meaning ascribed thereto in SECTION 3.2(O);

      (bb)  "UNAUDITED  FINANCIAL  STATEMENTS"  means the most recent  unaudited
            financial statements of each of WCM and AOC;

      (cc)  "URANIUM   SHARES"  means  common  shares  in  the  capital  of  the
            Purchaser, as presently constituted; and

      (dd)  "WARRANTY  CLAIM" means a claim made by either the  Purchaser or the
            Vendors   based   on  or  with   respect   to  the   inaccuracy   or
            non-performance  or  non-fulfillment or breach of any representation
            or warranty  made by the other in this  Agreement or in any document
            or certificate given in order to carry out the transaction  provided
            for herein;


1.2   BEST OF KNOWLEDGE

      Any  reference  herein to "THE BEST OF THE  KNOWLEDGE"  of a party will be
deemed to mean the actual  knowledge of such party and the  knowledge  that such
party would have had if it had  conducted a thorough  inquiry  into the relevant
subject matter.

1.3   CURRENCY

      Unless  otherwise  indicated,  all  dollar  amounts  referred  to in  this
Agreement are stated in Canadian currency.


<PAGE>
                                      -4-


1.4   CHOICE OF LAW AND ATTORNMENT

      This Agreement,  and each of the agreements,  documents and instruments to
be delivered  at Closing  under or in  connection  with this  Agreement  (to the
extent  no  choice  of law is  specified  therein),  shall  be  governed  by and
construed in accordance with the laws of the Province of Alberta and the laws of
Canada applicable therein.  The parties agree that the courts of the Province of
Alberta  will have  jurisdiction  to determine  all disputes and claims  arising
between the  parties in respect of this  Agreement  (and such other  agreements,
documents and instruments) and the matters contemplated hereby (and thereby) and
each of the  parties  hereby  irrevocably  attorns to the  jurisdiction  of such
courts.

1.5   INTERPRETATION NOT AFFECTED BY HEADINGS OR PARTY DRAFTING

      The division of this  Agreement into  articles,  sections,  paragraphs and
clauses and the insertion of headings are for  convenience of reference only and
shall not affect the construction or interpretation of this Agreement. The terms
"THIS AGREEMENT",  "HEREOF", "HEREIN", "HEREUNDER" and similar expressions refer
to this Purchase and Sale Agreement and not to any particular article,  section,
paragraph,  clause  or  other  portion  hereof  and  include  any  agreement  or
instrument  supplementary or ancillary hereto.  Unless otherwise indicated,  any
reference in this Agreement to an Article, Section, Recital, Paragraph or Clause
refers to the specified Article, Section,  Recital,  Paragraph or Clause of this
Agreement.  The parties hereto  acknowledge  that their respective legal counsel
have reviewed and participated in settling the terms of this Agreement,  and the
parties  hereby  agree  that any rule of  construction  to the  effect  that any
ambiguity is to be resolved  against the drafting  party shall not be applicable
in the interpretation of this Agreement.

1.6   NUMBER AND GENDER

      Whenever used in this Agreement,  unless there is something in the subject
matter or context inconsistent therewith:

      (a)   words  importing  the  singular  number  include the plural and vice
            versa; and

      (b)   words importing the use of any gender shall include all genders.

1.7   TIME OF ESSENCE

      Time shall be of the essence hereof.

1.8   INCLUSIVE TERMINOLOGY

      Whenever used in this Agreement,  the words "includes" and "including" and
similar terms of inclusion  shall not,  unless  expressly  modified by the words
"only" or "solely",  be construed as terms of limitation,  but rather shall mean
"includes  but is not limited to" and  "including  but not limited  to", so that
references to included  matters shall be regarded as illustrative  without being
either characterizing or exhaustive.

                                   ARTICLE II

                                PURCHASE AND SALE

2.1   PURCHASE AND SALE

      On the terms and  subject to the  fulfillment  of the  conditions  set out
herein,  the Vendors will, at Closing,  sell,  assign and transfer the Purchased
Shares to the Purchaser,  free and clear of all Encumbrances and with all rights
and benefits attaching  thereto,  and the Purchaser will purchase and accept the
Purchased  Shares from the Vendors and pay the Purchase  Price to the Vendors in
the manner contemplated by SECTION 2.2.

<PAGE>
                                      -5-


2.2   PURCHASE PRICE

      The total aggregate  consideration  (the "Purchase  Price") payable by the
Purchaser  for  all of the  Purchased  Shares  will be  cash  in the  amount  of
$1,500,000  and the issuance of  2,000,000  Uranium  Shares,  to be satisfied as
follows:

      (a)   as to the sum of  $300,000,  by way of a deposit,  which  amount the
            Vendors acknowledge having received prior to the date hereof;

      (b)   as the sum of $250,000, by the delivery of a certified cheque, which
            amount the Vendors  acknowledge  having  received  prior to the date
            hereof;

      (c)   as to the sum of $950,000, by way of delivery of a certified cheque,
            bank draft or money order in the amount of  $950,000  payable to the
            Vendors on the Closing Date; and

      (d)   the  issuance of an aggregate  of  2,000,000  Uranium  Shares to the
            Vendors on the Closing Date.

2.3   NON-PAYMENT OF PURCHASE PRICE

      Notwithstanding  Section 2.2 above,  in the event that all or a portion of
the  Purchase  Price is not paid to the Vendors as provided  for in Section 2.2,
the  Vendors,  in their  sole  discretion,  shall  have the  option  to elect to
terminate this Agreement by repaying the Purchaser any and all amounts  advanced
to the  Vendors  pursuant  to Section  2.2 hereof  within 90 days of the date of
notice of such  election.  If the  Vendors  elect to  exercise  their  option to
terminate this Agreement but fail to repay the Purchaser such amounts within the
90 day period, then the following will apply:

      (a)   the  Purchaser  may  pay  to the  Vendors  any  amounts  outstanding
            pursuant to Section 2.2 in which case this Agreement shall remain in
            full force and effect and the parties  will be obligated to complete
            the  transactions  contemplated by this Agreement in accordance with
            the terms hereof; or

      (b)   the Vendors may repay the Purchaser any and all amounts  advanced to
            the Vendors  pursuant  to Section  2.2 in which case this  Agreement
            shall be terminated and of no further force or effect,

provided that the party that first complies with  subparagraph  (a) or (b) above
shall be  determinative.  In the  event  that the  Agreement  is  terminated  in
accordance with this Section 2.3, it is acknowledged  that neither the Purchaser
nor any  person  claiming  by or  through  it shall  have any  claim,  direct or
indirect,  contingent  or  otherwise,  for AOC's 51%  interest in the Permits or
against the Vendors, WCM, AOC or the directors,  officers or shareholders of any
of the foregoing, as applicable, with respect to the subject matter hereof.

<PAGE>
                                      -6-


                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

3.1   REPRESENTATIONS AND WARRANTIES BY THE VENDORS, WCM AND AOC

      The Vendors,  WCM and AOC hereby  severally  represent  and warrant to the
Purchaser  as follows and  acknowledge  that,  notwithstanding  any  independent
searches  or  investigations  that  may be  undertaken  by or on  behalf  of the
Purchaser,  the  Purchaser  is  relying  upon  the  accuracy  of  each  of  such
representations  and warranties in connection with the execution and delivery of
this  Agreement  and  its  purchase  of  the  Purchased  Shares  hereunder.  For
certainty,  the representations  and warranties of the Vendors,  WCM and AOC are
several,  not joint and several,  and each of the parties comprising the Vendors
shall  only be  legally  responsible  for and to the  extent  that  breaches  of
representations  and  warranties,  if any, are  attributable  to the  particular
Vendor in question.  Further,  the aggregate liability for breaches of any terms
of this Agreement,  including representations and warranties,  shall, in respect
of each Vendor, be capped at an amount equal to the portion of the cash proceeds
from the  sale of the  Purchased  Shares  actually  received  by the  Vendor  in
question,  which cash proceeds are being  distributed  on a pro rata basis.  The
representations and warranties of the Vendors are as follows:

      (a)   the Purchased  Shares are validly  issued and  outstanding  as fully
            paid and non-assessable shares;

      (b)   the  Vendors  are the legal and  beneficial  owner of the  Purchased
            Shares  and  the  Purchased   Shares  are  free  and  clear  of  all
            Encumbrances;

      (c)   there are no shares  issued and  outstanding  in the capital of WCM,
            other  than  the  Purchased   Shares,   and  no  shares  issued  and
            outstanding  in the  capital  of AOC other than the 1 Class A Common
            Share legally and beneficially owned by WCM;

      (d)   the Vendors have good title and absolute  authority to sell,  assign
            and transfer the Purchased Shares to the Purchaser;

      (e)   each of the Vendors has taken all  necessary or  desirable  actions,
            steps and corporate and other  proceedings  to approve and authorize
            the  transactions  contemplated  by this  Agreement  and each of the
            Vendors has the  requisite  corporate  power and capacity to execute
            and deliver this Agreement, to perform its obligations hereunder and
            to complete the transactions provided for herein;

      (f)   the execution and delivery of this  Agreement by the Vendors and the
            performance by the Vendors of their obligations  hereunder have been
            duly approved and authorized  and this  Agreement is a legal,  valid
            and binding obligation of each of the Vendors,  enforceable  against
            them in accordance with its terms, subject to:

            (i)   bankruptcy, insolvency,  moratorium,  reorganization and other
                  laws  relating to or affecting the  enforcement  of creditors'
                  rights generally; and

            (ii)  the general  principles of equity,  including  that  equitable
                  remedies  such as the  remedies  of specific  performance  and
                  injunctive  relief, may only be granted in the discretion of a
                  court; and

      (g)   the Vendors are not  non-residents  of Canada  within the meaning of
            Section 116 of the ITA.

3.2   ADDITIONAL REPRESENTATIONS AND WARRANTIES BY THE VENDORS, WCM AND AOC

      The Vendors,  WCM and AOC also  represent  and warrant to the Purchaser as
follows  and  acknowledge  that,  notwithstanding  any  independent  searches or
investigations  that may be  undertaken  by or on behalf of the  Purchaser,  the
Purchaser  is relying  upon the  accuracy  of each of such  representations  and
warranties in connection  with the execution and delivery of this  Agreement and
its purchase of the Purchased Shares hereunder.

<PAGE>
                                      -7-


      (a)   CORPORATE  PROCEEDINGS.  Each of the Vendors,  WCM and AOC has taken
            all  necessary or desirable  actions,  steps and corporate and other
            proceedings, as applicable, to approve and authorize the transfer of
            the Purchased Shares to the Purchaser.

      (b)   NO OTHER  PURCHASE  AGREEMENT  OR  COMMITMENTS.  No  person  has any
            agreement,  option, understanding or commitment (written or verbal),
            or  any  right  or  privilege   (whether  by  law,   pre-emptive  or
            contractual) capable of becoming an agreement,  option or commitment
            (including   convertible   securities,   warrants   or   convertible
            obligations of any nature), for:

            (i)   the  purchase,  subscription,  allotment  or  issuance  of, or
                  conversion  into, any unissued shares in the capital of WCM or
                  AOC or any other securities of WCM or AOC;

            (ii)  the purchase or  acquisition  by any other means of any of the
                  Purchased  Shares from the Vendors (other than the Purchaser);
                  or

            (iii) the purchase or acquisition by any other means from WCM or AOC
                  of any of their  respective  undertaking,  property or assets,
                  other than in the ordinary course of business.

      (c)   CONTRACTUAL AND REGULATORY  APPROVALS.  Neither of the Vendors,  WCM
            nor AOC is  under  any  obligation,  contractual  or  otherwise,  to
            request  or  obtain  the  consent  of any  person,  and no  permits,
            licenses,   certifications,   authorizations  or  approvals  of,  or
            notifications  to,  any  federal,  provincial,  municipal  or  local
            government or governmental  agency,  board,  commission or authority
            are required to be obtained by any of them:

            (i)   in  connection   with  the  execution  and  delivery  of  this
                  Agreement,   the  performance  by  them  of  their  respective
                  obligations  hereunder or the  completion  of the  transaction
                  provided for herein;

            (ii)  to avoid the loss of any  permit,  license,  certification  or
                  other authorization; or

            (iii) in order that the authority, right and qualification of WCM or
                  AOC to carry on  business  in the  ordinary  course and in the
                  same manner as presently  conducted  remains in good  standing
                  and in full force and effect as of and  following  the Closing
                  Date.

      (d)   STATUS AND LICENCES.

            (i)   Each of WCM and AOC is a body corporate duly  incorporated and
                  validly  existing  in  all  respects  under  the  laws  of the
                  Province  of  Alberta.  Each of WCM and AOC has all  necessary
                  corporate  power and capacity to own its properties and assets
                  and to carry on its business as it is now being conducted.

            (ii)  Each of WCM and AOC is duly licensed, registered and qualified
                  to carry on its  business  as it is now  being  conducted,  is
                  up-to-date in the filing of all required corporate returns and
                  other notices and filings and is otherwise in good standing in
                  all respects, in each jurisdiction in which:

                  (A)   it owns or leases property; or

<PAGE>
                                      -8-


                  (B)   the  nature  or  conduct  of its  business  or any  part
                        thereof,  or the  nature of its  properties  or any part
                        thereof, makes such qualification necessary or desirable
                        to enable its business to be carried on as now conducted
                        or to  enable  its  properties  and  assets to be owned,
                        leased and operated by it. WCM and AOC carry on business
                        only in Alberta  and, in the case of AOC,  Saskatchewan.
                        Neither  WCM nor AOC have  carried  on  business  in any
                        other provinces of Canada nor any  jurisdiction  outside
                        of Canada.

      (e)   COMPLIANCE  WITH  CONSTATING  DOCUMENTS,  AGREEMENTS  AND LAWS.  The
            completion  of  the  transactions  provided  for  herein,  will  not
            constitute  or result in a violation or breach of or default  under,
            or cause the  acceleration  of any obligations of either WCM or AOC,
            under:

            (i)   any  provision of its  articles,  by-laws or other  constating
                  documents;

            (ii)  the  terms of any  agreement  (written  or  oral),  indenture,
                  instrument  or   understanding  or  any  other  obligation  or
                  restriction to which it is a party or by which it is bound; or

            (iii) any  term or  provision  of any  license,  permit  or  similar
                  authorization   or  any  order  of  any  court,   governmental
                  authority or  regulatory  body or any law or regulation of any
                  jurisdiction applicable to it.

      (f)   CORPORATE RECORDS. The corporate records and minute books of WCM and
            AOC,  all of which will be  provided to the  Purchaser  prior to the
            Closing  Date,  are and  will  at the  Closing  Date  be  materially
            complete, accurate and up to date.

      (g)   SHAREHOLDERS'   AGREEMENTS,   ETC.   There   are  no   shareholders'
            agreements,  pooling  agreements,  voting  trusts  or other  similar
            agreements  with  respect to the  ownership  or voting of any of the
            Purchased Shares.

      (h)   FINANCIAL STATEMENTS.

            (i)   The Unaudited  Financial  Statements have or will prior to the
                  Closing Date have been prepared in accordance  with  generally
                  accepted accounting  principles applied on a consistent basis,
                  are true,  correct and complete in all  material  respects and
                  present  fairly the  financial  condition of WCM and AOC as at
                  the dates thereof and results of their consolidated operations
                  and  cash  flows  for the  periods  to  which  such  financial
                  statements relate.

            (ii)  The consolidated financial condition of WCM and AOC is now and
                  at the Closing Date will be at least as good as the  financial
                  condition reflected in the Unaudited Financial Statements.

      (i)   LIABILITIES.   WCM  and  AOC  have  no  liabilities  (contingent  or
            otherwise)  of any kind  whatsoever,  and  there is no basis for the
            assertion  against WCM or AOC of any liabilities of any kind,  other
            than:

            (i)   liabilities  disclosed,  reflected  or  provided  for  in  the
                  Unaudited Financial Statements;

<PAGE>
                                      -9-


            (ii)  liabilities incurred since the date of the Unaudited Financial
                  Statements  that  were  incurred  in the  ordinary  course  of
                  business  and,  in the  aggregate,  are  not  material  to the
                  Business; and

            (iii) other liabilities disclosed in this Agreement.

      (j)   LONG TERM INDEBTEDNESS. Except as disclosed in this Agreement or the
            Unaudited Financial  Statements,  neither WCM nor AOC has any bonds,
            debentures,   mortgages,  promissory  notes  or  other  indebtedness
            outstanding  that  matures  more than one year after the date of the
            creation or issuance of the same,  and neither  corporation is under
            any obligation to create or issue any bonds, debentures,  mortgages,
            promissory notes or other  indebtedness  maturing more than one year
            after the date of their creation or issuance.

      (k)   ABSENCE  OF  CERTAIN  CHANGES  OR  EVENTS.  Since  the  date  of the
            Unaudited Financial Statements, neither WCM nor AOC has:

            (i)   incurred any  obligation or liability  (fixed or  contingent),
                  except trade or business  obligations incurred in the ordinary
                  course of business,  which, individually and in the aggregate,
                  are not material to the Business;

            (ii)  paid or  satisfied  any  obligation  or  liability  (fixed  or
                  contingent), except:

                  (A)   current  liabilities  reflected  or provided  for in the
                        Unaudited Financial Statements;

                  (B)   current  liabilities  incurred  since  the  date  of the
                        Unaudited Financial Statements in the ordinary course of
                        business; and

                  (C)   payments  pursuant to obligations  under loan agreements
                        or other  contracts  or  commitments  described  in this
                        Agreement;

            (iii) created any Encumbrance  upon any of its properties or assets,
                  except as described in this Agreement;

            (iv)  sold, assigned,  transferred,  leased or otherwise disposed of
                  any of its properties or assets, except in the ordinary course
                  of business;

            (v)   purchased,  leased or  otherwise  acquired any  properties  or
                  assets, except in the ordinary course of business;

            (vi)  waived,  cancelled or written-off any rights, claims, accounts
                  receivable  or  any  amounts  payable  to  it,  except  in the
                  ordinary course of business;

            (vii) entered  into  any  transaction  or  contract,  except  in the
                  ordinary course of business;

            (viii)terminated,  discontinued,  closed or disposed of any facility
                  or  business  operation,  except  in the  ordinary  course  of
                  business;

            (ix)  made  any  material  change  with  respect  to any  method  of
                  management,   operation  or   accounting  in  respect  of  the
                  Business;

<PAGE>
                                      -10-


            (x)   suffered  any  damage,  destruction  or loss  (whether  or not
                  covered by insurance) that has materially  adversely  affected
                  or could materially adversely affect the Business;

            (xi)  made or incurred  any  material  change in, or become aware of
                  any event or condition  that is likely to result in a material
                  change  in,  the  Business  or  its  relationships   with  its
                  customers, suppliers or employees; or

            (xii) authorized,  agreed or otherwise become committed to do any of
                  the foregoing.

      (l)   DIVIDENDS AND DISTRIBUTIONS.  Since  incorporation,  neither WCM nor
            AOC has declared or paid any dividend or made any other distribution
            in respect of any of its  securities,  or redeemed or  purchased  or
            otherwise acquired any of its securities,  or reduced its authorized
            or issued capital, or agreed to any of the foregoing.

      (m)   TAX MATTERS.

            (i)   For  purposes  of  this  Agreement,   the  term  "GOVERNMENTAL
                  CHARGES" means and includes all taxes, customs duties,  rates,
                  levies, assessments, reassessments and other charges, together
                  with all penalties,  interest and fines with respect  thereto,
                  payable to any federal, provincial,  municipal, local or other
                  government or governmental agency, authority, board, bureau or
                  commission, domestic or foreign.

            (ii)  Each of WCM and AOC has duly and on a  timely  basis  prepared
                  and filed all tax returns and other  documents  required to be
                  filed by it in respect of all  Governmental  Charges  and such
                  returns and documents were complete and correct.

            (iii) Each of WCM and AOC has paid  all  Governmental  Charges  that
                  were due and payable by it on or before the date  hereof.  AOC
                  has no liability  for  Governmental  Charges  other than those
                  provided for in the Unaudited  Financial  Statements and those
                  arising in the ordinary  course of business  since the date of
                  the Unaudited Financial Statements.

            (iv)  Canadian  federal and provincial  income tax assessments  have
                  been issued to each of WCM and AOC  covering  all past periods
                  up to and  including  its last fiscal  year end.  There are no
                  actions,  suits,  proceedings,  investigations,  enquiries  or
                  claims made or now pending or, to the best of the knowledge of
                  the Vendors,  threatened  against either WCM or AOC in respect
                  of Governmental Charges.

            (v)   There  are  no  agreements,   waivers  or  other  arrangements
                  providing for any extension of time with respect to the filing
                  of any tax  return or other  document  or the  payment  of any
                  Governmental  Charges  by WCM or AOC,  or the  period  for any
                  assessment or reassessment of Governmental Charges.

            (vi)  Each of WCM and AOC has  withheld  from  each  amount  paid or
                  credited to any person the amount of any Governmental  Charges
                  required  to be  withheld  therefrom  and  has  remitted  such
                  Governmental  Charges  to the  proper  tax or other  receiving
                  authorities  within the time periods required under applicable
                  law.

<PAGE>
                                      -11-


            (vii) Each  of  WCM  and  AOC  is  a   Canadian-controlled   private
                  corporation, as defined in the ITA.

      (n)   LITIGATION.  There are no actions, suits or proceedings against, or,
            to the best of the knowledge of the Vendors,  pending or threatened,
            by or  against or  affecting  WCM or AOC,  at law or in  equity,  or
            before  or by any court or any  federal,  provincial,  municipal  or
            other governmental department,  commission, board, bureau, agency or
            instrumentality, domestic or foreign.

      (o)   ENVIRONMENTAL MATTERS.

            (i)   For the purposes of this  Agreement,  the following  words and
                  terms will have the indicated meanings:

                  (A)   "ENVIRONMENTAL  LAWS"  means  all  applicable  statutes,
                        regulations,  ordinances,  by-laws,  interim directives,
                        information letters, guidelines, standards and codes and
                        all  international  treaties  and  agreements,   now  or
                        hereafter  in  force or  existence  in  Canada  (whether
                        federal,   provincial  or  municipal)  relating  to  the
                        protection   and   preservation   of  the   environment,
                        occupational health and safety,  product safety, product
                        liability or Hazardous  Substances,  including,  without
                        limitation, the Environmental Protection and Enhancement
                        Act  (Alberta),  as  amended  from  time  to  time  (the
                        "AEPEA"),  the  Environmental  Management and Protection
                        Act  (Saskatchewan),  as amended  from time to time (the
                        "EMPA") and the Canadian  Environmental  Protection  Act
                        (1999)  (Canada),  as  amended  from  time to time  (the
                        "CEPA").

                  (B)   "ENVIRONMENTAL  PERMITS"  includes all orders,  permits,
                        certificates,  approvals,  consents,  registrations  and
                        licenses   issued  by  any  competent   authority  under
                        Environmental Laws.

                  (C)   "HAZARDOUS  SUBSTANCE" means,  collectively,  any waste,
                        hazardous substance,  toxic substance,  hazardous waste,
                        oilfield  waste,  dangerous  oilfield waste or dangerous
                        goods  as  defined  under  any  Environmental   Laws  or
                        pollutant, or any other substance that, when released to
                        the  environment,  is likely to cause, at some immediate
                        or future  time,  material  harm or  degradation  to the
                        environment or material risk to human health.

                  (D)   "RELEASE"  means any  release,  spill,  leak,  emission,
                        discharge, leach, dumping, escape or other disposal that
                        is  or  has   been   made   in   contravention   of  any
                        Environmental Laws.

<PAGE>
                                      -12-


            (ii)  To  the  actual   knowledge   WCM  or  AOC  after   reasonable
                  investigation,  and to the actual  knowledge  of the  Vendors,
                  without  investigation,  the  operation of the  Business,  the
                  property  and assets owned or used by WCM and AOC and the use,
                  maintenance   and  operation   thereof  has  been  and  is  in
                  compliance  with  all   Environmental   Laws.  To  the  actual
                  knowledge of the WCM and AOC, after reasonable  investigation,
                  and  to  the  actual   knowledge  of  the   Vendors,   without
                  investigation,  WCM and AOC have  complied  with all reporting
                  and monitoring requirements under all Environmental Laws. None
                  of WCM,  AOC or the  Vendors  has  received  any notice of any
                  non-compliance  with any  Environmental  Laws, and neither WCM
                  nor AOC have been  prosecuted  or  convicted of an offence for
                  non-compliance  with any  Environmental  Laws or been fined or
                  otherwise  sentenced  or  settled  such  prosecution  short of
                  conviction.  Neither  WCM nor AOC have  received  any claim or
                  demand  from any  person  or  authority  regarding  breach  or
                  alleged breach of any Environmental  Laws or costs of clean up
                  of any  hazardous  substance  or notice  of any such  claim or
                  demand  and there are no  grounds  on which any such  claim or
                  demand  could  be  made  with  any  reasonable  likelihood  of
                  success.

            (iii) To  the  actual   knowledge  WCM  and  AOC,  after  reasonable
                  investigation,  and to the actual  knowledge  of the  Vendors,
                  without investigation,  no Environmental Permits are necessary
                  to conduct the Business to date in accordance  with applicable
                  laws and to own its properties and assets and the operation of
                  such Business,  the properties and assets owned by WCM and AOC
                  have  been  and  are  in  compliance  with  all  Environmental
                  Permits.

            (iv)  To the  actual  knowledge  of WCM and AOC,  and to the  actual
                  knowledge of the Vendors, without investigation,  there are no
                  Hazardous  Substances  located  on any of  the  properties  or
                  assets owned or used by, or previously owned or used by WCM or
                  AOC, and no Release of any Hazardous  Substances  has occurred
                  on or from such properties and assets or has resulted from the
                  operation  of  the  Business  or  the  conduct  of  any  other
                  activities of WCM or AOC. Neither WCM nor AOC have used any of
                  their  respective  properties or assets to produce,  generate,
                  store,   handle,   transport  or  dispose  of  any   Hazardous
                  Substances.

            (v)   To the  actual  knowledge  WCM  and  AOC,  and  to the  actual
                  knowledge of the Vendors, without investigation,  there are no
                  underground or surface storage tanks or urea formaldehyde foam
                  insulation,  asbestos,  polychlorinated  biphenyls  (PCBs)  or
                  radioactive  substances located on or in any of the properties
                  or  assets  owned or used by WCM or AOC.  Neither  WCM nor AOC
                  have  conducted  or caused to be  conducted  an  environmental
                  audit,  assessment or study of any of its properties or assets
                  used in the conduct of the Business.

      (p)   TITLE TO  ASSETS.  Each of WCM and AOC is the legal  and  beneficial
            owner  of,  and has  good  and  marketable  title  to,  all of their
            respective properties and assets, including, without limitation, the
            properties   and  assets   reflected  in  the  Unaudited   Financial
            Statements  and all  properties  and assets  acquired  by WCM or AOC
            since the date of the Unaudited Financial Statements, free and clear
            of all Encumbrances, except for:

            (i)   the  Encumbrances  disclosed  or  reflected  in the  Unaudited
                  Financial Statements; and

            (ii)  liens for taxes not yet due and payable; and

            (iii) with respect to the Permits, the Vendors do not warranty title
                  but do represent  and warrant that, to the best of the Vendors
                  knowledge,  information and belief,  after due  investigation,
                  AOC has not  disposed of any interest in or to the Permits and
                  accordingly AOC  beneficially  holds a 51% working interest in
                  and to the Permits.

<PAGE>
                                      -13-



      (q)   SUBSIDIARIES AND OTHER  INTERESTS.  AOC is a wholly owned subsidiary
            of  WCM.  Other  than  AOC,  WCM  has no  subsidiaries  and  owns no
            securities issued by, or any equity or other ownership  interest in,
            any person.  AOC has no subsidiaries  and owns no securities  issued
            by, or any equity or other ownership interest in, any person.

      (r)   PARTNERSHIPS OR JOINT VENTURES.  Other than as previously  disclosed
            to the Purchaser, neither WCM nor AOC is a partner or participant in
            any partnership, joint venture,  profit-sharing arrangement or other
            similar  association of any kind, or a party to any agreement  under
            which it  agrees  to carry on any part of a  business  or any  other
            activity in such manner or by which it agrees to share any  revenue,
            profit or expenses with any other person.

      (s)   RESTRICTIONS ON DOING BUSINESS. Neither WCM nor AOC is a party to or
            bound by any  agreement  that would  restrict  or limit its right to
            carry on any  business or activity or to solicit  business  from any
            person or in any  geographical  area or  otherwise  to  conduct  the
            Business  as it may  determine  or  desire.  Neither  WCM nor AOC is
            subject to any legislation or any judgment,  order or requirement of
            any  court  or  governmental   authority  that  is  not  of  general
            application  to  persons  carrying  on a  business  similar  to  the
            Business. To the best of the knowledge of the Vendors,  there are no
            facts or circumstances  that could  materially  adversely affect the
            ability of AOC to  continue to operate  the  Business  as  presently
            conducted  by  it  following  the  completion  of  the  transactions
            contemplated by this Agreement.

      (t)   OUTSTANDING  AGREEMENTS.  Neither WCM nor AOC is a party to or bound
            by any  outstanding  or  executory  contract,  except for  contracts
            described or referred to in this Agreement and contracts made in the
            ordinary course of business.

      (u)   GOOD  STANDING OF  AGREEMENTS.  Neither WCM nor AOC is in default or
            breach  of any of its  obligations  under  any  one or  more  of the
            contracts  to which it is a party or by which it is bound  and there
            exists  no state of facts  that,  after  notice  or lapse of time or
            both, would constitute such a default or breach.  All such contracts
            are now in  good  standing  and in full  force  and  effect  without
            amendment  thereto;  WCM  and  AOC  are  entitled  to  all  benefits
            thereunder  and, to the best of the  knowledge of the  Vendors,  the
            other parties to such  contracts are not in default or breach of any
            of their obligations thereunder.  There are no contracts under which
            the  rights  of WCM or AOC (or the  performance  by WCM or AOC)  are
            dependent  upon or  supported  by the  guarantee  of or any security
            provided by any other  person.  To the best of the  knowledge of the
            Vendors, WCM and AOC and the other parties to all contracts to which
            WCM or AOC is a party,  have the  capacity  to perform  all of their
            respective obligations under such contracts.

      (v)   EMPLOYMENT AGREEMENTS. Neither WCM nor AOC is a party to any written
            or oral employment, service or consulting agreement, except for oral
            employment  agreements  that are of indefinite  term and without any
            special arrangements or commitments with respect to the continuation
            of employment or payment of any particular  amount upon  termination
            of employment or engagement.

      (w)   COMPLIANCE  WITH LAWS.  Neither WCM nor AOC is in  violation  of any
            federal, provincial,  municipal or other law, regulation or order of
            any government or governmental or regulatory authority,  domestic or
            foreign.

<PAGE>
                                      -14-



      (x)   DISCLOSURE.  No representation or warranty  contained in SECTION 3.1
            or SECTION 3.2, and no statement contained in any certificate, list,
            summary  or  other  document  provided,  or to be  provided,  to the
            Purchaser  pursuant  hereto,  or in connection  with the transaction
            provided for herein,  contains or will contain any untrue  statement
            of a material  fact,  or to the  actual  knowledge  of the  Vendors,
            without investigation, omits or will omit to state any material fact
            which is necessary in order to make the statements contained therein
            not misleading.

3.3   REPRESENTATIONS AND WARRANTIES BY THE PURCHASER

      The Purchaser hereby represents and warrants to the Vendors as follows and
acknowledges  that the  Vendors are  relying  upon the  accuracy of each of such
representations  and  warranties in  connection  with the sale,  assignment  and
transfer of the Purchased Shares by the Vendors to the Purchaser hereunder.  The
aggregate  liability of the Purchaser for breaches of any terms or conditions of
this  Agreement is capped at $1,500,000.  The  Purchaser's  representations  and
warranties are as follows:

      (a)   CORPORATE  AUTHORITY  AND BINDING  OBLIGATION.  The  Purchaser  is a
            corporation duly incorporated and validly  subsisting under the laws
            of Colorado.  The Purchaser has the corporate  power and capacity to
            enter into this Agreement and to purchase the Purchased  Shares from
            the Vendors in the manner  provided for herein and to perform all of
            the Purchaser's obligations under this Agreement.  The Purchaser and
            its board of  directors  has or will have  taken  all  necessary  or
            desirable  actions,  steps and  corporate and other  proceedings  to
            approve or authorize, validly and effectively, the entering into and
            the execution,  delivery and  performance of, this Agreement and the
            purchase of the Purchased Shares from the Vendors. This Agreement is
            a legal, valid and binding obligation of the Purchaser,  enforceable
            against it in accordance with its terms, subject to:

            (i)   bankruptcy, insolvency,  moratorium,  reorganization and other
                  laws  relating to or affecting the  enforcement  of creditors'
                  rights generally; and

            (ii)  the general  principles of equity,  including  that  equitable
                  remedies,  such as the  remedies of specific  performance  and
                  injunctive  relief, may only be granted in the discretion of a
                  court.

      (b)   COMPLIANCE  WITH  CONSTATING  DOCUMENTS,  AGREEMENTS  AND LAWS.  The
            execution,  delivery and  performance  of this Agreement and each of
            the  other  agreements  contemplated  or  referred  to herein by the
            Purchaser and the completion of the transaction provided for herein,
            will not constitute or result in a violation or breach of or default
            under:

            (i)   any term or provision of any of the articles, by-laws or other
                  constating documents of the Purchaser;

            (ii)  the terms of any contract to which the Purchaser is a party or
                  by which it is bound; or

            (iii) subject to obtaining applicable regulatory consents,  any term
                  or provision of any licenses or registrations of the Purchaser
                  or  any  order  of  any  court,   governmental   authority  or
                  regulatory  body or any  applicable  law or  regulation of any
                  jurisdiction.

<PAGE>
                                      -15-



      (c)   CONDUCT OF BUSINESS. The Purchaser is (prior to giving effect to the
            transactions provided for in this Agreement) conducting its business
            in all material  respects in compliance  with all  applicable  laws,
            rules and regulations in the  jurisdictions in which its business is
            carried on.

      (d)   LITIGATION.  There are no  actions,  proceedings  or  investigations
            pending  or,  to  the  best  of  the  knowledge  of  the  Purchaser,
            threatened  by or against or affecting the  Purchaser,  at law or in
            equity, or before or by any federal, provincial,  municipal or other
            government  department,  commission,  board or agency,  domestic  or
            foreign,  that in any way materially adversely affects the Purchaser
            or the  condition  (financial  or other) of the  Purchaser  or which
            affects or may  materially  affect the capacity of the  Purchaser to
            complete the transaction provided for in this Agreement.

                                   ARTICLE IV

           SURVIVAL AND LIMITATIONS OF REPRESENTATIONS AND WARRANTIES

4.1   SURVIVAL OF REPRESENTATIONS AND WARRANTIES BY THE VENDORS

      The  representations and warranties made by the Vendors in this Agreement,
or in any document or  certificate  given in order to carry out the  transaction
provided  for herein,  will  survive  Closing and the  purchase  and sale of the
Purchased Shares and,  notwithstanding such Closing or any investigation made by
or on  behalf of the  Purchaser  or any other  person  or any  knowledge  of the
Purchaser or any other person,  shall  continue in full force and effect for the
benefit of the Purchaser, subject to the following provisions:

      (a)   except as provided in (b) and (c) of this Section, no Warranty Claim
            may be made or brought by the Purchaser  after the date which is one
            year following the Closing Date;

      (b)   notwithstanding   anything  else  contained  in  this  Agreement  or
            elsewhere,  each of the parties  comprising the Vendor shall only be
            liable for breaches of  representations  and warranties  relating to
            the Vendor in question and,

      (c)   any  Warranty  Claim  which  is  based  upon or  relates  to the tax
            liability of WCM or AOC for a particular  taxation  year may be made
            or brought by the  Purchaser at any time prior to the  expiration of
            the period (if any)  during  which an  assessment,  reassessment  or
            other  form of  recognized  document  assessing  liability  for tax,
            interest  or  penalties  in  respect  of such  taxation  year  under
            applicable tax  legislation  could be issued (or, in the case of any
            such  assessment or  reassessment,  until the issues in dispute have
            been fully resolved) assuming that WCM, AOC and the Purchaser do not
            file any  waiver  or  similar  document  extending  such  period  as
            otherwise determined; and

      (d)   any  Warranty  Claim  which is based upon or relates to title to the
            Purchased    Shares   or   which   is   based    upon    intentional
            misrepresentation  or fraud by the Vendors may be made or brought by
            the Purchaser at any time for the maximum period permitted by law.

      After the  expiration  of the  period of time  referred  to in (a) of this
Section,  the Vendors will be released from all  obligations  and liabilities in
respect  of the  representations  and  warranties  made by the  Vendors  in this
Agreement,  or in any  document or  certificate  given in order to carry out the
transaction provided for herein, except with respect to any Warranty Claims made
by the Purchaser in writing and in good faith (with particulars as to the nature
of the Warranty Claim, to the extent then known) prior to the expiration of such
period and subject to the rights of the Purchaser to make any claim permitted by
(b) and (c) of this Section.

<PAGE>
                                      -16-



4.2   SURVIVAL OF REPRESENTATIONS AND WARRANTIES BY PURCHASER

      The   representations  and  warranties  made  by  the  Purchaser  in  this
Agreement,  or in any  document or  certificate  given in order to carry out the
transaction  provided for herein, will survive Closing and the purchase and sale
of the Purchased Shares and,  notwithstanding  such Closing or any investigation
made by or on behalf of the Vendors or any other person or any  knowledge of the
Vendors or any other  person,  shall  continue  in full force and effect for the
benefit of the Vendors, subject to the following provisions:

      (a)   except as provided in (b) and (c) of this Section, no Warranty Claim
            may be made or  brought by the  Vendors  after the date which is two
            years following the Closing Date;

      (b)   any  Warranty  Claim  which  is  based  upon or  relates  to the tax
            liability of the  Purchaser  for a particular  taxation  year may be
            made or brought by the  Vendors at any time prior to the  expiration
            of the period (if any) during which an assessment,  reassessment  or
            other  form of  recognized  document  assessing  liability  for tax,
            interest  or  penalties  in  respect  of such  taxation  year  under
            applicable tax  legislation  could be issued (or, in the case of any
            such  assessment or  reassessment,  until the issues in dispute have
            been fully  resolved)  assuming that the Purchaser does not file any
            waiver or  similar  document  extending  such  period  as  otherwise
            determined; and

      (c)   any  Warranty  Claim  which is based upon or relates to  intentional
            misrepresentation  or fraud by the  Purchaser may be made or brought
            by the  Purchaser  at any time for the maximum  period  permitted by
            law.

      After the  expiration  of the  period of time  referred  to in (a) of this
Section,  the Purchaser will be released from all obligations and liabilities in
respect of the  representations  and  warranties  made by the  Purchaser in this
Agreement,  or in any  document or  certificate  given in order to carry out the
transaction provided for herein, except with respect to any Warranty Claims made
by the Vendors in writing and in good faith (with  particulars  as to the nature
of the Warranty Claim, to the extent then known) prior to the expiration of such
period and subject to the rights of the Vendors to make any claim  permitted  by
(b) and or (c) of this Section.

                                   ARTICLE V

                                   COVENANTS

5.1   COVENANTS BY THE VENDORS

      The Vendors covenant to and with the Purchaser as follows:

      (a)   SATISFACTION  OF CONDITIONS  ETC.: Each of the Vendors will take all
            actions  within its control to ensure that the  representations  and
            warranties  in  SECTIONS  3.1 AND 3.2 remain true and correct in all
            material respects at the Closing Time.

      (b)   TRANSFER OF PURCHASED  SHARES.  At or before the Closing  Time,  the
            Vendors shall cause all necessary  steps and proceedings to be taken
            in order to permit  the  Purchased  Shares to be duly and  regularly
            transferred to the Purchaser.

      (c)   DUE  DILIGENCE.  In order to enable the  Purchaser  to complete  its
            proper due  diligence,  the Vendors  shall give to the Purchaser and
            its counsel,  accountants  and other  representatives  access during
            normal business hours to the facilities, assets and personnel of the
            Business,  shall furnish to the  Purchaser and such  representatives
            all such additional  documents (the identification of which shall be
            certified  by an  officer  of the  Vendor  furnishing  the same,  if
            requested), financial information and other information with respect
            to any of the Business or the assets as the  Purchaser may from time
            to time reasonably request.  The Vendors agree that no investigation
            by the  Purchaser or its  representatives  shall affect or limit the
            scope of the Vendors' representations and warranties herein or limit
            the Vendors'  liability for any breach of such  representations  and
            warranties;  provided,  however,  that the Purchaser  shall promptly
            disclose to the Vendors any breaches of the Vendors' representations
            and  warranties  that come to the attention of the Purchaser  during
            the Purchaser's due diligence review;

<PAGE>
                                      -17-



      (d)   AUDIT.  The Vendors shall cooperate with, and provide all reasonable
            assistance  to, the  Purchaser  with  respect to any audits of prior
            fiscal periods of WCM and AOC that may be required after the Closing
            Date in order to permit the  Purchaser to comply with  requests from
            regulatory  authorities;  provided,  however,  that any such  audits
            shall be at the expense of the Purchaser.

      (e)   POST CLOSING TAX MATTERS.  The Purchaser  shall be entitled (and the
            Vendors shall permit the  Purchaser) to prepare and file or cause to
            be  prepared  and  filed  all  tax  returns  for WCM and AOC for all
            periods  ending on or prior to the  Closing  Date (to the extent not
            filed prior to Closing).  The Vendors shall cooperate  fully, and to
            the extent reasonably requested by the Purchaser, in connection with
            the  preparation  and filing of any such tax  returns and any audit,
            litigation or other proceeding with respect to Governmental  Charges
            in connection  with all tax returns or filing  periods  ending on or
            before the Closing Date.

5.2   COVENANTS BY THE PURCHASER

      The Purchaser  covenants to and with the Vendors that the  Purchaser  will
take all  actions  within its  control to ensure  that the  representations  and
warranties  in SECTION 3.3 remain true and correct in all  material  respects at
the Closing Time.

                                   ARTICLE VI

                                   CONDITIONS

6.1   CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER

      Notwithstanding anything herein contained, the obligation of the Purchaser
to complete the  transactions  provided for in this Agreement will be subject to
the  fulfillment of each of the following  conditions at or prior to the Closing
Time,  and the Vendors  covenant  to use their best  efforts to ensure that such
conditions are fulfilled.

      (a)   ACCURACY  OF  REPRESENTATIONS  AND  WARRANTIES  AND  PERFORMANCE  OF
            COVENANTS.   The  representations  and  warranties  of  the  Vendors
            contained in this  Agreement  shall be true and accurate on the date
            hereof  and at the  Closing  Time with the same  force and effect as
            though such  representations  and warranties had been made as of the
            Closing Time. In addition,  the Vendors shall have complied with all
            covenants and agreements  herein agreed to be performed or caused to
            be  performed  by it at or prior to the Closing  Time.  In addition,
            each  of  the  Vendors  shall  have  delivered  to the  Purchaser  a
            certificate  (in a form  reasonably  acceptable  to  the  Purchaser)
            confirming   that   the   facts   with   respect   to  each  of  the
            representations  and  warranties  of the  Vendors set out herein are
            true and  correct  at the  Closing  Time and that the  Vendors  have
            performed all covenants and  agreements  required to be performed by
            it hereunder.

<PAGE>
                                      -18-



      (b)   MATERIAL  ADVERSE CHANGE.  As of the Closing Date,  there shall have
            been no  change  in the  Business  (as  reflected  in the  Unaudited
            Financial Statements),  howsoever arising,  except changes that have
            occurred in the ordinary  course of business and that,  individually
            or in the  aggregate,  have not  affected  (and  are not  reasonably
            expected to affect) the Business in any material adverse way.

      (c)   NO  RESTRAINING  PROCEEDINGS.  No order,  decision  or ruling of any
            court,  tribunal or regulatory  authority having  jurisdiction shall
            have been  made,  and no action or  proceeding  shall be  pending or
            threatened  that, in the  reasonable  opinion of the  Purchaser,  is
            likely to result in an order, decision or ruling:

            (i)   to disallow,  enjoin,  prohibit or impose any  limitations  or
                  conditions  on the purchase and sale of the  Purchased  Shares
                  contemplated  hereby or the right of the  Purchaser to own the
                  Purchased Shares and enjoy all rights of ownership therein; or

            (ii)  to  impose  any  limitations  or  conditions  that may have an
                  adverse effect on the Business.

      (d)   CONSENTS. All consents required to be obtained in order to carry out
            the transactions provided for herein in compliance with all laws and
            agreements  binding upon the parties hereto shall have been obtained
            and all necessary regulatory approvals shall have been obtained in a
            form and on terms, if any, acceptable to the Purchaser.

      (e)   SATISFACTORY DUE DILIGENCE. The Purchaser, acting reasonably,  shall
            be  satisfied  with the results of its due  diligence  review of the
            Business and the assets of WCM and AOC.

      (f)   DOCUMENTS.  The Vendors  shall have  executed  and  delivered to the
            Purchaser  the documents  set forth in SECTION  7.2(A),  in form and
            substance reasonably satisfactory to the Purchaser.

      (g)   TRANSFER OF PURCHASED  SHARES.  All necessary  steps and proceedings
            shall have been taken to permit the Purchased  Shares to be duly and
            regularly   transferred  to  and  registered  in  the  name  of  the
            Purchaser.

      (h)   BOARD  APPROVAL.  The board of directors of the Purchaser shall have
            approved  this  Agreement and all of the  transactions  contemplated
            hereby.

      (i)   LEGAL MATTERS. All actions,  proceedings,  instruments and documents
            required to implement this Agreement,  or instrumental  thereto, and
            all legal matters relating to the purchase of the Purchased  Shares,
            shall have been  approved  as to form and  legality  by  Purchaser's
            counsel, acting reasonably.

      (j)   ENCUMBRANCES.  All  Encumbrances on assets of WCM and AOC shall have
            been discharged or arrangements  satisfactory to the Purchaser shall
            have been made to discharge  the same within a reasonable  period of
            time following Closing.

      (k)   INITIAL  FINANCING.  The Purchaser,  acting  reasonably,  shall have
            completed the Initial Financing.

<PAGE>
                                      -19-



6.2   WAIVER OR TERMINATION BY PURCHASER

      The  conditions  contained in SECTION 6.1 are  inserted for the  exclusive
benefit of the  Purchaser and may be waived in whole or in part by the Purchaser
at any time.  The Vendors  acknowledge  that the waiver by the  Purchaser of any
condition or any part of any  condition  shall  constitute a waiver only of such
condition  or such  part of such  condition,  as the case may be,  and shall not
constitute a waiver of any covenant, agreement,  representation or warranty made
by the Vendors  herein that  corresponds or is related to such condition or such
part of such condition,  as the case may be. If any of the conditions  contained
in  SECTION  6.1 is not  fulfilled  or  complied  with as herein  provided,  the
Purchaser may, at its option,  terminate the Purchaser's  obligations under this
Agreement  by notice in writing to the Vendors  and in such event the  Purchaser
shall be released from all  obligations  hereunder and,  unless the condition or
conditions  that  have  not  been  fulfilled  are  reasonably  capable  of being
fulfilled or caused to be fulfilled by the Vendors,  then the Vendors shall also
be released from all obligations  hereunder,  provided that SECTIONS 1.4 AND 9.5
will survive any such termination.

6.3   CONDITIONS TO THE OBLIGATIONS OF THE VENDORS

      Notwithstanding  anything herein contained,  the obligation of the Vendors
to  complete  the  transactions  provided  for  herein  will be  subject  to the
fulfillment of all of the following  conditions at or prior to the Closing Time,
and the Purchaser  will use its best efforts to ensure that such  conditions are
fulfilled.

      (a)   ACCURACY  OF  REPRESENTATIONS  AND  WARRANTIES  AND  PERFORMANCE  OF
            COVENANTS.  The  representations  and  warranties  of the  Purchaser
            contained  in this  Agreement  will be true and accurate on the date
            hereof  and at the  Closing  Time with the same  force and effect as
            though such  representations  and warranties had been made as of the
            Closing  Time. In addition,  the Purchaser  shall have complied with
            all covenants and agreements herein agreed to be performed or caused
            to be performed by it at or prior to the Closing  Time. In addition,
            the Purchaser  shall have delivered to the Vendors a certificate (in
            a form  reasonable  acceptable to the Vendors)  confirming  that the
            facts with respect to each of the  representations and warranties of
            the  Purchaser  set out herein are true and  correct at the  Closing
            Time and that the Purchaser has performed  each of the covenants and
            agreements required to be performed by it hereunder.

      (b)   NO  RESTRAINING  PROCEEDINGS.  No order,  decision  or ruling of any
            court,  tribunal or regulatory  authority having  jurisdiction shall
            have been  made,  and no action or  proceeding  shall be  pending or
            threatened that, in the reasonable opinion of the Vendors, is likely
            to result in an order,  decision or ruling,  to disallow,  enjoin or
            prohibit the purchase and sale of the Purchased Shares  contemplated
            hereby.

      (c)   CONSENTS. All consents required to be obtained in order to carry out
            the  transactions  provided  for in  compliance  with  all  laws and
            agreements binding upon the parties hereto shall have been obtained.

      (d)   NO  MATERIAL  CHANGES.  As at the  Closing  Date,  there shall be no
            material  adverse  changes in the  business,  affairs  or  financial
            condition  of  the   Purchaser,   except  as  may  result  from  the
            transactions provided for in this Agreement.

      (e)   BOARD APPROVAL.  The board of directors of each of the Vendors,  WCM
            and AOC, as  applicable,  shall have approved this Agreement and all
            of the transactions contemplated hereby.

<PAGE>
                                      -20-



6.4   WAIVER OR TERMINATION BY VENDORS

      The  conditions  contained in SECTION 6.3 are  inserted for the  exclusive
benefit of the  Vendors  and may be waived in whole or in part by the Vendors at
any time.  The  Purchaser  acknowledges  that the  waiver by the  Vendors of any
condition or any part of any  condition  shall  constitute a waiver only of such
condition  or such  part of such  condition,  as the case may be,  and shall not
constitute a waiver of any covenant, agreement,  representation or warranty made
by the Purchaser herein that corresponds or is related to such condition or such
part of such condition,  as the case may be. If any of the conditions  contained
in SECTION 6.3 is not fulfilled or complied with as herein provided, the Vendors
may at their option,  terminate the Vendors' obligations under this Agreement by
notice in  writing  to the  Purchaser  and in such  event the  Vendors  shall be
released from all obligations  hereunder and, unless the condition or conditions
that have not been fulfilled are reasonably capable of being fulfilled or caused
to be fulfilled by the Purchaser, then the Purchaser shall also be released from
all obligations hereunder,  provided that SECTIONS 1.4 AND 9.5 shall survive any
such termination.

                                  ARTICLE VII

                                    CLOSING

7.1   CLOSING ARRANGEMENTS

      Subject to fulfillment  of the  conditions set out herein,  closing of the
transaction  provided for herein shall occur at the Closing Time, at the offices
of TingleMerrett LLP, 1250, 639 - 5th Avenue S.W., Calgary, Alberta, T2P 0M9, or
at such other place as the parties may agree in writing (the "CLOSING").

7.2   DOCUMENTS TO BE DELIVERED

      At or before the Closing Time, the Vendors shall  execute,  or cause to be
executed,  and shall deliver,  or cause to be delivered,  to the Purchaser,  all
agreements,  instruments,  notices, certificates and other documents that are to
be  delivered  by the Vendors  pursuant to this  Agreement,  in form  reasonably
satisfactory  to the Purchaser and the Purchaser  shall execute,  or cause to be
executed,  and shall deliver, or cause to be delivered,  to the Vendors, in form
reasonably   satisfactory  to  the  Vendors  all  share   certificates  and  all
agreements,   instruments,   notices,   certificates  and  other  documents  and
instruments  that the Purchaser is to deliver or cause to be delivered  pursuant
to this Agreement, including the following.

      (a)   Vendors' Documents:

            (i)   all share certificates representing the Purchased Shares, duly
                  endorsed for  transfer to the  Purchaser or to such nominee of
                  the Purchaser as the Purchaser may direct;

            (ii)  duly issued share  certificate(s)  representing  the Purchased
                  Shares,  in the name of the  Purchaser  or in the name of such
                  nominee as the Purchaser may direct;

            (iii) duly executed resignations of each person who is a director or
                  officer  of  WCM  or  AOC,  to  the  extent  specified  by the
                  Purchaser;

            (iv)  duly  executed  releases  from  the  Vendors,  to  the  extent
                  specified by the Purchaser;

            (v)   all consents, waivers, releases and authorizations required to
                  enable the transfer of the Purchased Shares to the Purchaser;

<PAGE>
                                      -21-


            (vi)  a certified copy of such  resolutions of the directors of each
                  of the Vendors as may be required  in order to  authorize  the
                  execution, delivery and performance of this Agreement;

            (vii) a duly  executed  certificate  signed by each of the  Vendors,
                  dated  as at  the  Closing  Date,  certifying  that  as at the
                  Closing  Time,  the  representations  and  warranties  of  the
                  Vendors  contained in this  Agreement are true and correct and
                  that  all  covenants  and  agreements  required  hereby  to be
                  performed or complied  with by the Vendors  prior to or at the
                  Closing  have been  performed  and  complied  with,  except as
                  otherwise specifically agreed to in writing by the Purchaser;

            (viii)all corporate  records,  minute books,  accounting records and
                  other documents, agreements or records of or pertaining to WCM
                  and AOC;

            (ix)  the corporate seals, if any, of WCM and AOC;

            (x)   discharges of all guarantees  granted by WCM or AOC in respect
                  of   obligations   of  the  Vendors  and  its  associates  and
                  affiliates, if any; and

            (xi)  all such other  documents and instruments as the Purchaser may
                  reasonably require.

      (b)   Purchaser's Documents:

            (i)   a certified cheque, bank draft or money order in the amount of
                  $950,000  payable to the Vendors as provided for in subsection
                  2.2(c) hereof;

            (ii)  share  certificates  representing  the  Uranium  Shares  to be
                  issued as provided for in subsection 2.2(d) hereof:

            (iii) a certified  copy of such  resolutions of the directors of the
                  Purchaser  as  may be  required  in  order  to  authorize  the
                  execution, delivery and performance of this Agreement;

            (iv)  a duly executed  certificate  of an officer of the  Purchaser,
                  dated  as at  the  Closing  Date,  certifying  that  as at the
                  Closing  Time,  the  representations  and  warranties  of  the
                  Purchaser  contained in this Agreement are true and correct as
                  if made  at the  Closing  Time  and  that  all  covenants  and
                  agreements  required  by this  Agreement  to be  performed  or
                  complied with by the Purchaser prior to or at the Closing have
                  been  performed  and  complied   with,   except  as  otherwise
                  specifically agreed to by the Vendors; and

            (v)   all such other  documents and  instruments  as the Vendors may
                  reasonably require.

                                  ARTICLE VIII

                                 INDEMNIFICATION

8.1   INDEMNITY BY THE VENDORS

      (a)   Subject  to SECTION  8.3,  the  Vendors  hereby  agree to  severally
            indemnify  and save the  Purchaser  harmless  from and  against  any
            claims,  demands,   actions,  causes  of  action,  damages,  losses,
            deficiencies,  costs,  liabilities  and expenses that may be made or
            brought  against the  Purchaser or that the  Purchaser may suffer or
            incur as a result of, in respect of or arising out of:

<PAGE>
                                      -22-



            (i)   any  non-performance  or  non-fulfillment  of any  covenant or
                  agreement of the Vendors contained in this Agreement or in any
                  document  delivered  by the  Vendors in order to carry out the
                  transaction provided for herein;

            (ii)  any misrepresentation,  inaccuracy, incorrectness or breach of
                  any  representation  or  warranty  made by the Vendors in this
                  Agreement or in any document or certificate  given in order to
                  carry out the transaction provided for herein; and

            (iii) all costs and expenses including,  without  limitation,  legal
                  fees on a solicitor-and-his own client basis, incidental to or
                  in respect of the foregoing.

      (b)   The  obligations  of  indemnification  by the  Vendors  pursuant  to
            paragraph (a) of this Section will be:

            (i)   subject to the  limitations  referred  to in SECTION  4.1 with
                  respect  to  (i)  the  survival  of  the  representations  and
                  warranties   by  the   Vendors;   (ii)  the   fact   that  the
                  representations  and warranties of the Vendors are several and
                  not  joint  and  several,  and that  each  Vendor  is  legally
                  responsible  only  for  and to the  extent  that  breaches  of
                  representations  and warranties,  if any, are  attributable to
                  the  particular  Vendor in question;  and (iii) the  aggregate
                  liability  attributable  to each  Vendor for  breaches  of any
                  terms of this  Agreement  be capped at an amount  equal to the
                  pro rata cash proceeds  from the sale of the Purchased  Shares
                  attributable to the Vendor in question; and

            (ii)  subject to SECTION 8.3.

8.2   INDEMNITY BY THE PURCHASER

      (a)   Subject to SECTION 8.3, the Purchaser hereby agrees to indemnify and
            save the  Vendors  harmless  to a  maximum  aggregate  indemnity  of
            $1,500,000 from and against any claims, demands,  actions, causes of
            action,  damages,  losses,  deficiencies,   costs,  liabilities  and
            expenses  that may be made or brought  against  the Vendors or which
            the  Vendors  may  suffer or incur as a result  of, in respect of or
            arising out of:

            (i)   any  non-performance  or  non-fulfillment  of any  covenant or
                  agreement of the Purchaser  contained in this  Agreement or in
                  any document  delivered by the Purchaser in order to carry out
                  the transaction provided for herein;

            (ii)  any misrepresentation,  inaccuracy, incorrectness or breach of
                  any  representation  or warranty made by the Purchaser in this
                  Agreement or in any document or certificate  given in order to
                  carry out the transaction provided for herein; and

            (iii) all costs and expenses including,  without  limitation,  legal
                  fees on a solicitor-and-his own client basis, incidental to or
                  in respect of the foregoing.

<PAGE>
                                      -23-



      (b)   The  obligations  of  indemnification  by the Purchaser  pursuant to
            paragraph (a) of this Section will be:

            (i)   subject to the  limitations  referred  to in SECTION  4.2 with
                  respect to the survival of the  representations and warranties
                  by the Purchaser; and

            (ii)  subject to SECTION 8.3.

8.3   PROVISIONS RELATING TO INDEMNITY CLAIMS

      The  following  provisions  will apply to any claim by the  Purchaser  for
indemnification  by the Vendors  pursuant to this  Agreement and to any claim by
the Vendors for  indemnification  by the  Purchaser  pursuant to this  Agreement
(hereinafter,  in this SECTION 8.3, the party making a claim for indemnification
will be referred to as the  "INDEMNIFIED  PARTY" and the party  against whom the
claim for  indemnification  is made  will be  referred  to as the  "INDEMNIFYING
PARTY".  Any such claim for  indemnity  will be  referred  to as the  "INDEMNITY
CLAIM").

      (a)   Promptly after becoming aware of any matter that may give rise to an
            Indemnity  Claim,   the  Indemnified   Party  will  provide  to  the
            Indemnifying  Party written notice of the Indemnity Claim specifying
            (to the extent that  information is available) the factual basis for
            the Indemnity  Claim and the amount of the Indemnity Claim or, if an
            amount is not then  determinable,  an  estimate of the amount of the
            Indemnity  Claim,  if an estimate is feasible in the  circumstances,
            provided,  however,  that no delay  on the  part of the  Indemnified
            Party  in  notifying  the   Indemnifying   Party  will  relieve  the
            Indemnifying  Party from its obligation to indemnify the Indemnified
            Party unless (and only to the extent) that the Indemnifying Party is
            prejudiced by such delay.

      (b)   If an Indemnity  Claim relates to an alleged  liability to any other
            person  (hereinafter,  in this  SECTION  8.3,  called a "THIRD PARTY
            LIABILITY"),   including  without  limitation  any  governmental  or
            regulatory body or any taxing  authority,  which is of such a nature
            that the  Indemnified  Party is required by applicable law to make a
            payment  to  a  third  party  before  the  relevant   procedure  for
            challenging the existence or quantum of the alleged liability can be
            implemented   or  completed,   then  the   Indemnified   Party  may,
            notwithstanding  SECTIONS  8.3(C) AND 8.3(D),  make such payment and
            forthwith   demand   reimbursement   for  such   payment   from  the
            Indemnifying  Party;  provided that, if the alleged liability to the
            third party as finally  determined  upon  completion  of  settlement
            negotiations  or related legal  proceedings  is less than the amount
            that is so paid by the  Indemnifying  Party,  then  the  Indemnified
            Party will, forthwith following such final determination and receipt
            of the overpaid amount from the third party, pay to the Indemnifying
            Party the  amount by which the amount of the  liability,  as finally
            determined,  is  less  than  the  amount  that  was so  paid  by the
            Indemnifying Party.

      (c)   The Indemnified Party will not negotiate,  settle, compromise or pay
            (except  in the case of  payment  of a  judgment)  any  Third  Party
            Liability  in  respect  of which it has or  proposes  to  assert  an
            Indemnity  Claim,  except with the prior consent of the Indemnifying
            Party (which consent shall not be unreasonably withheld or delayed),
            unless  there is a  reasonable  possibility  that such  Third  Party
            Liability may materially and adversely affect the Indemnified  Party
            (whether  directly  or  indirectly),  in which case the  Indemnified
            Party will have the right,  after notifying the Indemnifying  Party,
            to negotiate,  settle,  compromise or pay such Third Party Liability
            without prejudice to its rights of indemnification hereunder.

<PAGE>
                                      -24-



      (d)   With respect to any Third Party Liability, provided the Indemnifying
            Party: (i) admits the Indemnified  Party's right to  indemnification
            for the amount of such Third Party Liability that may at any time be
            determined  or  settled  within 10 days of  receipt of notice of the
            Third Party Liability from the Indemnified  Party; (ii) provides the
            Indemnified  Party  with  evidence  reasonably  satisfactory  to the
            Indemnified  Party  that  the  Indemnifying   Party  will  have  the
            financial  resources to defend Third Party Liability and fulfill its
            indemnification   obligations  hereunder;  and  (iii)  conducts  the
            defense of the Third Party  Liability  actively and  diligently  and
            provided   further  that:  (iv)  the  action  or  other   proceeding
            respecting  prosecution of the Third Party Liability involves only a
            claim for money  damages and not a claim for equitable  relief;  and
            (v) settlement of, or an adverse  judgment with respect to the Third
            Party   Liability  is  not,  in  the  good  faith  judgment  of  the
            Indemnified  Party,  likely to  establish a  precedential  custom or
            practice  materially adverse to the continuing business interests of
            the Indemnified  Party,  then in any legal,  administrative or other
            proceedings in connection  with the matters forming the basis of the
            Third Party Liability, the following procedures will apply:

            (i)   except  as   contemplated   by  PARAGRAPH   8.3(D)(III),   the
                  Indemnifying  Party will have the right to assume  carriage of
                  any related legal, administrative or other proceedings through
                  counsel  of  its  choice   reasonably   satisfactory   to  the
                  Indemnified  Party,  but the  Indemnified  Party will have the
                  right and will be given the  opportunity to participate in the
                  defence of the Third  Party  Liability,  to  consult  with the
                  Indemnifying  Party  in  the  settlement  of the  Third  Party
                  Liability and the conduct of related legal, administrative and
                  other proceedings (including consultation with counsel);

            (ii)  the  Indemnifying  Party will  co-operate with the Indemnified
                  Party in relation to the Third Party Liability,  will keep the
                  Indemnified  Party fully  advised with respect  thereto,  will
                  provide  the  Indemnified  Party with  copies of all  relevant
                  documentation  as  it  becomes  available,  will  provide  the
                  Indemnified  Party  with  access  to  all  records  and  files
                  relating to the defence of the Third Party  Liability and will
                  meet  with  representatives  of the  Indemnified  Party at all
                  reasonable times to discuss the Third Party Liability; and

            (iii) notwithstanding    PARAGRAPHS    8.3(D)(I)   AND   (II),   the
                  Indemnifying  Party will not settle the Third Party  Liability
                  or conduct any legal,  administrative  or other proceedings in
                  any  manner  that  could,  in the  reasonable  opinion  of the
                  Indemnified  Party  have  a  material  adverse  affect  on the
                  Indemnified  Party,  except with the prior written  consent of
                  the Indemnified Party.

      (e)   If, with respect to any Third Party Liability, any of the conditions
            set forth in the opening  sentence  of SECTION  8.3(D) is or becomes
            unsatisfied,  or in the event that the  Indemnifying  Party does not
            act to  diligently  defend  against  such Third Party  Liability  or
            declines   to   assume    carriage   of   the   applicable    legal,
            administrational or other proceedings, then the following provisions
            will apply:

            (i)   the Indemnified Party, at its discretion,  may assume carriage
                  of the  settlement  or of any legal,  administrative  or other
                  proceedings  relating  to the Third  Party  Liability  and may
                  defend or settle the Third  Party  Liability  on such terms as
                  the  Indemnified  Party,  acting  in  good  faith,   considers
                  advisable; and

<PAGE>
                                      -25-



            (ii)  any cost, lost,  damage or expense incurred or suffered by the
                  Indemnified  Party  in the  settlement  of  such  Third  Party
                  Liability or the conduct of any legal, administrative or other
                  proceedings  will be  added  to the  amount  of the  Indemnity
                  Claim.

                                   ARTICLE IX

                               GENERAL PROVISIONS

9.1   FURTHER ASSURANCES

      Each of the Vendors and the Purchaser  hereby covenants and agrees that at
any time and from time to time after the date hereof it will, at its expense and
upon the request of the other, do, execute,  acknowledge and deliver or cause to
be done,  executed,  acknowledged  and delivered  all such further acts,  deeds,
assignments,  transfers,  conveyances  and assurances as may be required for the
better carrying out and performance of all the terms of this Agreement.

9.2   REMEDIES CUMULATIVE

      The rights and remedies of the parties under this Agreement are cumulative
and in addition and without  prejudice to and not in substitution for any rights
or remedies  provided by law. Any single or partial exercise by any party hereto
of  any  right  or  remedy  for  default  or  breach  of  any  term,   covenant,
representation,  warranty or condition of this Agreement does not waive,  alter,
affect or  prejudice  any  other  right or  remedy  to which  such  party may be
entitled, at law or in equity, for the same default or breach.

9.3   FINDER'S FEES

      The Vendors confirm that there is a finder's fee payable by the Vendors in
connection  with the  transactions  as  contemplated  by this  Agreement,  which
finder's  fee is to be paid in  full  and  satisfied  at  Closing  by way of the
assignment and transfer to the finder of the 2 million  Uranium Shares  referred
to in subsection 2.2(d) hereof. The Purchaser agrees,  upon receipt of a written
direction from the Vendors and without further consideration,  to facilitate the
transfer or issuance of such shares to the finder.

9.4   NOTICES

      (a)   Any notice,  designation,  communication,  request,  demand or other
            document,  required or  permitted  to be given or sent or  delivered
            hereunder  to any  party  hereto  shall be in  writing  and shall be
            sufficiently  given  or sent  or  delivered  if it is (i)  delivered
            personally to an officer or director of such party; (ii) sent to the
            party entitled to receive it by registered  mail,  postage  prepaid,
            mailed in Canada; or (iii) sent by facsimile.

      (b)   Notices  shall  be  sent to the  following  addresses  or  facsimile
            numbers:

            (i)   in the case of the Vendors at:

                           C/O ProVenture Law LLP
                           Suite 2, 880 - 16th Avenue N.W.
                           Calgary, Alberta  T2R 1J9

                           Attention: Brent Walter
                           Facsimile: (403) 262-4860

<PAGE>
                                      -26-



      (ii)  in the case of the Purchaser at:

                           Suite 420, 475 Howe Street
                           Vancouver, BC  V6C 2B3

                           Attention: President
                           Facsimile: (604) 606-7980

                           with a copy to:

                           TingleMerrett LLP
                           1250, 639 - 5th Avenue S.W.
                           Calgary, Alberta   T2P 0M9
                           Attention: Jeff Helper

                           Facsimile: (403) 571-8008

            or to such other address or facsimile  number as the party  entitled
            to or receiving such notice,  designation,  communication,  request,
            demand or other document shall, by a notice given in accordance with
            this Section,  have  communicated  to the party giving or sending or
            delivering such notice, designation,  communication, request, demand
            or other document.

      (c)   Any notice,  designation,  communication,  request,  demand or other
            document  given  or sent or  delivered  as  aforesaid  shall  (i) if
            delivered  as  aforesaid,  be  deemed  to  have  been  given,  sent,
            delivered and received on the date of delivery; (ii) if sent by mail
            as  aforesaid,  be deemed to have been given,  sent,  delivered  and
            received on the fourth  Business Day  following the date of mailing,
            unless  at any time  between  the  date of  mailing  and the  fourth
            Business Day thereafter there is a discontinuance or interruption of
            regular  postal  service,  whether  due to strike or lockout or work
            slowdown,  affecting  postal  service  at the point of  dispatch  or
            delivery or any intermediate  point, in which case the same shall be
            deemed to have been  given,  sent,  delivered  and  received  in the
            ordinary course of the mails,  allowing for such  discontinuance  or
            interruption  of  regular  postal  service;  and  (iii)  if  sent by
            facsimile,  be  deemed  to have  been  given,  sent,  delivered  and
            received  on the  date  the  sender  receives  the  confirmation  of
            transmission.

9.5   COUNTERPARTS

      This Agreement may be executed in several  counterparts,  including by way
of facsimile transmission,  each of which, when so executed,  shall be deemed to
be an original and such counterparts  together shall constitute one and the same
agreement.

9.6   LEGAL AND OTHER PROFESSIONAL FEES

      Each of the Purchaser and the Vendors  agrees that it shall be responsible
for and  will pay all  costs  incurred  by it in  connection  with  all  matters
relating to this Agreement,  including without limitation all legal, accounting,
tax and financial advisory fees.  Notwithstanding  the foregoing,  the Purchaser
agrees,  if Closing occurs, to pay at the Closing the professional fees incurred
by the Vendors to a maximum of $10,000 plus disbursements and GST.

9.7   PUBLIC DISCLOSURES

      Except as may be required by law, no public  disclosure of the transaction
provided  for herein will be made by any party  without  consent and approval of
the other  parties.  The  parties  agree to  cooperate  in  connection  with all
publicity and press releases  relating to the  transaction  provided for in this
Agreement.  Specifically,  the Purchaser agrees that any press releases proposed
to be issued  prior to the  Closing  Date  shall  require  the  approval  of the
Vendors, such approval not to be unreasonably withheld.

<PAGE>
                                      -27-


9.8   ASSIGNMENT

      Neither the  Purchaser  nor the Vendors may assign,  transfer or otherwise
dispose of all or any part of its rights or  obligations  hereunder  without the
prior written consent of the other parties, provided that the Purchaser shall be
entitled to transfer all of its rights and obligations hereunder to an affiliate
of the Purchaser  (as defined in the Act) without the prior  written  consent of
the other parties hereto.

9.9   ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement between the parties hereto
and supersedes all prior agreements,  representations,  warranties,  statements,
promises, information, arrangements and understandings, whether oral or written,
express or  implied,  with  respect to the  subject  matter  hereof,  including,
without limitation, the Agreement in Principal.

9.10  SUCCESSORS AND ASSIGNS

      This  Agreement  shall be  binding  upon and enure to the  benefit  of the
parties hereto and their respective successors and permitted assigns.

9.11  WAIVER

      Any party hereto that is entitled to the benefits of this  Agreement  may,
and has the right to, waive any provision or condition  hereof at any time on or
prior to the Closing Time; provided however, that such waiver shall be evidenced
by written instrument duly executed and delivered on behalf of such party.

9.12  AMENDMENTS

      No  modification  of or  amendment  to this  Agreement  may be made unless
agreed to by the parties in writing.

9.13  SURVIVAL

      The parties  hereby  agree that the  provisions  of this  Agreement  shall
survive the completion of the  transaction  provided for herein and that none of
such provisions  shall merge on Closing or the transfer of the Purchased  Shares
to the Purchaser.


<PAGE>
                                      -28-


9.14  SEVERABILITY

      If any provision of this Agreement is illegal, invalid or unenforceable in
whole or in part,  such  illegality,  invalidity or  unenforceability  shall not
affect the legality,  validity or enforceability  of the remainder  hereof.  Any
provision of this Agreement that is held to be illegal, invalid or unenforceable
in  any  jurisdiction  shall  be  illegal,  invalid  or  unenforceable  in  that
jurisdiction  without  affecting any other provision hereof in that jurisdiction
or the  legality,  validity  or  enforceability  of the  provision  in any other
jurisdiction,  and  to  this  end  the  provisions  hereof  are  declared  to be
severable.

      IN WITNESS  WHEREOF,  the parties hereto have duly executed this Agreement
as of the date first written above.



<TABLE>
<CAPTION>
<S>                                                        <C>
URANIUM POWER CORPORATION                                  WESTERN CANADIAN MINT INC.


Per:                                                       Per:
          ---------------------------------------------            ------------------------------------------


Per:                                                       Per:
          ---------------------------------------------            ------------------------------------------


BULLION FUND INC.                                          AMERICAN OILSANDS COMPANY INC.


Per:                                                       Per:
          ---------------------------------------------            ------------------------------------------


Per:                                                       Per:
          ---------------------------------------------            ------------------------------------------


-------------------------------------------------------    --------------------------------------------------
Witness to the signature of Brent Walter                   Brent Walter


-------------------------------------------------------    --------------------------------------------------
Witness to the signature of Anita Walter                   AnitaWalter


-------------------------------------------------------    --------------------------------------------------
Witness to the signature of Frank Van Der Vliet            Frank Van Der Vliet


-------------------------------------------------------    --------------------------------------------------
Witness to the signature of Roberta Van Der Vliet          Roberta Van Der Vliet


-------------------------------------------------------    --------------------------------------------------
Witness to the signature of John Garden                    John Garden


-------------------------------------------------------    --------------------------------------------------
Witness to the signature of Linda Garden                   Linda Garden


-------------------------------------------------------    --------------------------------------------------
Witness to the signature of Rebecca Godin                  Rebecca Godin
</TABLE>