EXHIBIT
      10.1

    


    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT
      ("Agreement") is entered into this 24th of July, 2008, by and among MAR
      KED MINERAL EXPLORATION, INC., a
      Nevada
      corporation (hereinafter referred to as "Buyer"); and
      JOEL C. HOLT,
      AGENT
      and
DOUBLE
      EAGLE HOLDINGS, LTD. ,
      hereinafter referred to as "Sellers"), being the sole shareholders
      of
      NORTH AMERICAN EXPLORATION, INC., a
      Nevada
      corporation (hereafter referred to as "Company").

    


    WHEREAS,
      Seller
      is the owner of record and beneficially owns Eleven Thousand (11,000) shares
      of
      the issued and outstanding shares of Common Stock of the Company (“Shares");
      and

    


    WHEREAS,
      Seller
      desires to sell all of the Shares to Buyer, and Buyer desires to purchase the
      Shares, upon the terms and conditions set forth herein;

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants contained herein, and for
      other good and valuable consideration, the receipt, adequacy and sufficiency
      of
      which are hereby acknowledged, and subject to the accuracy of the
      representations and warranties of the parties, the parties hereto agree as
      follows:

    


    I.

    


    SALE
      AND PURCHASE OF THE SHARES

    


    1.1 Sale
      and Purchase.
      Subject
      to the terms and conditions hereof, at the Closing (as defined in paragraph
      1.2
      below), Sellers agrees to sell, assign, transfer, convey and deliver to Buyer,
      and Buyer agrees to purchase from Sellers, the Shares which together constitute
      100% of the issued and outstanding Shares of Common Stock of the Company,
      attached hereto as Exhibit “A”.

    


    1.2 Closing.
      The
      purchase shall be consummated at a closing ("Closing") to take place at 9:00
      o'clock a.m., at the offices of Buyer's counsel on July 28, 2008 ("Closing
      Date").

    


    1.3 Purchase
      Price.
      The
      aggregate purchase price ("Purchase Price") for the Shares shall be Twenty-One
      Million (21,000,000) shares of Common Stock of the Buyer ("Buyer's Shares").
      The
      Purchase Price shall be paid at Closing, by issuance and delivery of Buyer's
      Shares to Seller against receipt of certificates representing the Shares, duly
      endorsed for transfer to Buyer. 

    


    1.4 Other
      Agreements.
      At the
      Closing, the indicated parties shall execute and deliver the following
      additional agreements in substantially the form attached hereto:

    


    (a) Rescission
      Agreement between Buyer and Maxore Minerals Corp. attached hereto
      as
      Exhibit “B”;

    


    
      
        
        

      

      
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    (b)
      Stock
      certificates representing all of the Shares, duly endorsed to Buyer and
in
      blank
      or assignments separate from the certificates, transferring the Shares from
      Seller to Buyer.

    


    1.5 Basic
      Agreements and Transactions Defined.
      This
      Agreement and other agreements listed in paragraph 1.4, are sometimes referred
      to as the "Basic Agreement". The transactions contemplated by the Basic
      Agreement are sometimes referred to as the "Transactions".

    


    II.

    


    REPRESENTATIONS
      AND WARRANTIES

    


    2.1 Representations
      and Warranties of Sellers.
      Sellers
      represent and warrant to Buyer as follows:

    


    (a) Title
      to the Shares.
      At
      Closing, Sellers shall own of record and beneficially the number of the Shares
      listed in Exhibit "A", of the Company, free and clear of all liens,
      encumbrances, pledges, claims, options, charges and assessments of any nature
      whatsoever, with full right and lawful authority to transfer the Shares to
      Buyer. No person has any preemptive rights or rights of first refusal with
      respect to any of the Shares. There exists no voting agreement, voting trust,
      or
      outstanding proxy with respect to any of the Shares. There are no outstanding
      rights, options, warrants, calls, commitments, or any other agreements of any
      character, whether oral or written, with respect to the Shares.

    


    (b) Organization.
      The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the state of Nevada. The Company has all requisite
      corporate power and authority to own, lease and operate its properties and
      to
      carry on its business. The Company is duly qualified and in good standing as
      a
      foreign corporation in each jurisdiction where its ownership of property or
      operation of its business requires qualification.

    


    (c) Authorized
      Capitalization.
      The
      authorized capitalization of the Company consists of One Million (1,000,000)
      shares of Common Stock, par value $.01, of which Eleven Thousand (11,000) shares
      have been issued and are outstanding. The Shares have been duly authorized,
      validly issued, are fully paid and nonassessable with no personal liability
      attaching to the ownership thereof and were offered, issued, sold and delivered
      by the Company in compliance with all applicable state and federal laws. The
      Company does not have any outstanding rights, options, warrants, calls,
      commitments, conversion or any other agreements of any character, whether oral
      or written, obligating it to issue any shares of its capital stock, whether
      authorized or not. The Company is not a party to and are not bound by any
      agreement, contract, arrangement or understanding, whether oral or written,
      giving any person or entity any interest in, or any right to share, participate
      in or receive any portion of, the Company's income, profits or assets, or
      obligating the Company to distribute any portion of its income, profits or
      assets.

     

    
      
        
        

      

      
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    (d) Authority.
      Sellers
      have full power and lawful authority to execute and deliver the Basic Agreements
      and to consummate and perform the Transactions contemplated thereby. The Basic
      Agreements constitute (or shall, upon execution, constitute) valid and legally
      binding obligations upon Sellers, enforceable in accordance with their terms.
      Neither the execution and delivery of the Basic Agreements by Sellers, nor
      the
      consummation and performance of the Transactions contemplated thereby, conflicts
      with, requires the consent, waiver or approval of, results in a breach of or
      default under, or gives to others any interest or right of termination,
      cancellation or acceleration in or with respect to, any agreement by which
      Sellers or the Company is a party or by which Sellesr or the Company or any
      of
      their respective properties or assets are bound or affected.

    


    (e) Company
      Financial Statements.
      The
      Company Financial Statements are complete, were prepared in accordance with
      generally accepted accounting principles applied on a basis consistent with
      prior periods and fairly present the financial position of the Company as of
      April 30, 2008.

    


    (f) Liabilities.
      Except
      as set forth in the financial statements, Sellers are not aware of any
      liabilities for which the Company is liable or will become liable in the
      future.

    


    (g) Taxes.
      The
      Company has filed all federal, state, local tax and other returns and reports
      which were required to be filed with respect to all taxes, levies, imposts,
      duties, licenses and registration fees, charges or withholdings of every nature
      whatsoever ("Taxes"), and their exists a substantial basis in law and fact
      for
      all positions taken in such reports. No waivers of periods of limitation are
      in
      effect with respect to any taxes arising from and attributable to the ownership
      of properties or operations of the business of the Company.

    


    (h) Properties.
      The
      Company has good and marketable title to all its personal property, equipment,
      processes, patents, copyrights, trademarks, franchises, licenses and other
      properties and assets (except for items leased or licensed to the Company),
      including all property reflected in the Company Financial Statements (except
      for
      assets reflected therein which have been sold in the normal course of its
      business where the proceeds from such sale or other disposition have been
      properly accounted for in the financial statements of the Company), in each
      case
      free and clear of all liens, claims and encumbrances of every kind and
      character. The Company has no ownership interest in any real property. The
      assets and properties owned, operated or leased by the Company and used in
      its
      business are in good operating condition, reasonable wear and tear excepted,
      and
      suitable for the uses for which intended. 

    


    (i) Books
      and Records.
      The
      books and records of the Company are complete and correct in all material
      respects, have been maintained in accordance with good business practices and
      accurately reflect in all material respects the business, financial condition
      and results of operations of the Company as set forth in the Company Financial
      Statements.

    


    (j) Compliance
      with Laws.
      The
      Company is not in violation of any federal, state, local or other law,
      ordinance, rule or regulation applicable to its business, and have not received
      any actual or threatened complaint, citation or notice of violation or
      investigation from any governmental authority.

    


    
      
        
        

      

      
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    (k) Compliance
      with Environmental Laws.
      The
      Company is in compliance with all applicable pollution control and environmental
      laws, rules and regulations. The Company has no environmental licenses, permits
      and other authorizations held by the Company relative to compliance with
      environmental laws, rules and regulations.

    


    (l) Validity.
      All
      contracts, agreements, leases and licenses to which the Company is a party
      or by
      which it or any of its properties or assets are bound or affected, are valid
      and
      in full force and effect; and no breach or default exists, or upon the giving
      of
      notice or lapse of time, or both, would exist, on the part of the Company or
      by
      any other party thereto.

    


    (m) No
      Adverse Changes.
      Since
      April 30, 2008, there have been no actual or threatened developments of a nature
      that is materially adverse to or involves any materially adverse effect upon
      the
      business, financial condition, results of operations, assets, liabilities,
      or
      prospects of the Company.

    


    (n) Fees.
      All
      negotiations relating to the Basic Agreements and the Transactions have been
      conducted by the Seller in such a manner as not to give rise to any valid claim
      for any finder's fees, brokerage commission, financial advisory fee or related
      expense or other like payment for which the Company or Buyer are or may be
      liable.

    


    (o) Full
      Disclosure.
      All
      statements of Seller contained in the Basic Agreements and in any other written
      documents delivered by or on behalf of the Company or Seller to Buyer are true
      and correct in all material respects and do not omit any material fact necessary
      to make the statements contained therein not misleading in light of the
      circumstances under which they were made. There are no facts known to Seller
      which could have a materially adversely affect upon the business, financial
      condition, results of operations, assets, liabilities, or prospects of the
      Company, which have not been disclosed to Buyer in the Basic
      Agreements.

    


    2.2 Representations
      and Warranties of Buyer.
      Buyer
      represents and warrants to Seller as follows:

    


    (a) Organization.
      Buyer is
      a corporation duly incorporated, validly existing and in good standing under
      the
      laws of the state of Nevada. Buyer has all requisite corporate power and
      authority to own, lease and operate its properties and to carry on its business.
      Buyer is duly qualified and in good standing as a foreign corporation in each
      jurisdiction where its ownership of property or operation of its business
      requires qualification. 

    


    (b) Authority.
      Buyer
      has full power and lawful authority to execute and deliver the Basic Agreements
      and to consummate and perform the Transactions contemplated thereby. The Basic
      Agreements constitute (or shall, upon execution, constitute) valid and legally
      binding obligations upon Buyer, enforceable in accordance with their terms.
      Neither the execution and delivery of the Basic Agreements by Buyer, nor the
      consummation and performance of the Transactions contemplated thereby, conflicts
      with, requires the consent, waiver or approval of, results in a breach of or
      default under, or gives to others any interest or right of termination,
      cancellation or acceleration in or with respect to, any agreement by which
      Buyer
      is a party or by which Buyer or any of its properties or assets are bound or
      affected.

    


    
      
        
        

      

      
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    (c)
      Authorized
      Capitalization.
      The
      authorized capitalization of Buyer consists One Hundred Million (100,000,000)
      shares of Common Stock, par value $.001, of which Eight Million Eight Hundred
      Fifty Thousand (8,850,000) shares have been issued and will be outstanding
      at
      Closing. The outstanding shares have been duly authorized, validly issued and
      are fully paid and non-assessable with no personal liability attaching to the
      ownership thereof and were offered, issued, sold and delivered by the Buyer
      in
      compliance with all applicable state and federal laws. Buyer does not have
      any
      outstanding rights, options, warrants, calls, commitments, conversion or any
      other agreements of any character, whether oral or written, obligating it to
      issue any shares of its capital stock, whether authorized or not. Buyer is
      not
      party to, and is not bound by any agreement, contract, arrangement or
      understanding, whether oral or written, giving any person or entity any interest
      in, or any right to share, participate in or receive any portion of, Buyer’s
      income, profits or assets, or obligating Buyer to distribute any portion o
      fits
      income, profits or assets.

    


    (d)
      Investment
      Intent.
      Buyer is
      acquiring the Shares for its own account, for investment purposes only, and
      not
      with a view to the sale or distribution of any part thereof, and Buyer has
      no
      present intention of selling, granting participation in, or otherwise
      distributing the same. Buyer understands the specific risks related to an
      investment in the Shares, especially as it relates to the financial performance
      of the Company. 

    


    (e)
      Authority.
      Buyer
      has full corporate and other power and lawful authority to execute and deliver
      the Basic Agreements and to consummate and perform the transactions contemplated
      thereby. The Basic Agreements constitute (or shall constitute) valid and legally
      binding obligations upon Buyer, enforceable in accordance with their terms.
      Neither the execution and delivery of the Basic Agreements by Buyer nor the
      consummation and performance of the Transactions contemplated thereby, conflicts
      with, requires the consent, waiver or approval of, results in a breach of or
      default under, or gives any others any interests or right of termination,
      cancellation or acceleration in or with respect to, any agreement by which
      Buyer
      is a party or by which Buyer or any of its properties or assets are bound or
      affected.

    


    (f)
      Buyer
      Financial Statements.
      The
      Buyer’s financial statements are complete, were prepared in accordance with
      Generally Accepted Accounting Principles applied on a basis consistent with
      prior periods and fairly present the financial position of the Buyer as of
      June
      30, 2008.

    


    
      
        
        

      

      
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    (g)
      Contingent
      Liabilities.
      There
      are no contracts or commitments or other liabilities of any kind or nature
      under
      or for which Buyer is liable as of the Closing other than its obligations under
      the Basic Agreements. There are no actions or suits or regulatory or
      governmental proceedings pending, or to Buyer’s knowledge threatened, against
      Buyer.

    


    (h)
       Taxes.
      Buyer
      has filed all federal, state, local tax and other returns and reports which
      were
      required to be filed with respect to all taxes, levies, imposts, duties,
      licenses and registration fees, charges or other withholdings of every nature
      whatsoever (“Taxes”), and there exists a substantial basis in law and fact for
      all positions taken in such returns and reports. Buyer has paid all taxes shown
      to be due on such returns and reports. No waivers of periods of limitation
      are
      in effect with respect to any Taxes.

    


    (i)
      Compliance
      with Laws.
      The
      Buyer is not in violation of any federal, state, local or other law, ordinance,
      rule or regulation applicable to its business and has not received any actual
      or
      threatened complaint, citation or notice of violation or investigation from
      any
      governmental authority.

    


    (j)
      No
      Adverse Change.
      There
      are no actual or threatened developments of a nature that is materially adverse
      to or involves any materially adverse effect upon the business, financial
      condition, results or operations, assets, liabilities or prospects of the
      Buyer.

    


    (k)
      Fees.
      All
      negotiations relating to the Basic Agreements and the Transactions have been
      conducted by the Buyer in such a manner as not to give rise to any valid claim
      for any finder’s fees, brokerage commission, financial advisory fees or related
      expense or other like payment for which the Buyer or Seller may be
      liable.

    


    (l)
      Investment
      Intent.
      Buyer is
      acquiring the Shares for its own account, for investment purposes only, and
      not
      with a view to the sale or distribution of any part thereof, and Buyer has
      no
      present intention of selling, granting participation in or otherwise
      distributing the same. Buyer understands the specific risks related to an
      investment in the Shares, especially as it relates to the financial performance
      of the Company.

    


    (m)
      Full
      Disclosure.
      All
      statement of Buyer contained in the Basic Agreements and in any other written
      documents delivered by or on behalf of the Buyer to Seller are true and correct
      in all material respects and do not omit any material fact necessary to make
      the
      statements contained therein not misleading in light of the circumstances under
      which they were made. There are no facts known to Seller which could have a
      materially adversely affect upon the business, financial condition, results
      of
      operations, assets, liabilities, or prospects of the Buyer, which have not
      been
      disclosed to Seller in the Basic Agreements. 

     

    (n)
      Assets
      and Liabilities.
      At
      Closing, Buyer will not have any liabilities outstanding and will have
      $1,500,000 in cash. 

    


    
      
        
        

      

      
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    III.

    


    COVENANTS

    


    3.1 Covenants
      of Sellers.
      Sellers
      covenants and agrees that from the date hereof to the Closing without the prior
      written consent of Buyer:

    


    (a) Ordinary
      Course of Business.
      Sellers
      will operate the business of the Company only in the ordinary course and will
      use their best efforts to preserve the Company's business, organization,
      goodwill and relationships with persons having business dealings with
      them.

    


    (b) Maintain
      Properties.
      Sellers
      will maintain all of the Company's properties in good working order, repair
      and
      condition (reasonable wear and use excepted) and cause the Company to take
      all
      steps reasonably necessary to maintain in full force and effect its patents,
      trademarks, servicemarks, trade names, brand names, copyrights and other
      intangible assets.

    


    (c) No
      Indebtedness.
      Sellers
      will not permit the Company to create, incur, assume, guarantee or otherwise
      become liable with respect to any obligation for borrowed money, indebtedness,
      capitalized lease or similar obligation, except in the ordinary course of
      business consistent with past practices where the entire net proceeds thereof
      are deposited with and used by and in connection with the business of the
      Company.

    


    (d) Maintain
      Books.
      Sellers
      will cause the Company to maintain its books, accounts and records in the usual,
      regular ordinary and sound business manner and in accordance with generally
      accepted accounting principles applied on a basis consistent with past
      practices.

    


    (e) No
      Amendments.
      Seller
      will not permit the Company to amend its corporate charter or bylaws (or similar
      documents) without prior consent of Buyer and will cause the Company to maintain
      their corporate existence, licenses, permits, powers and rights in full force
      and effect.

    


    (f) Taxes
      and Accounting Matters.
      Sellers
      will cause the Company to file when due all federal, state and local tax returns
      and reports which shall be accurate and complete, including but not limited
      to
      income, franchise, excise, ad valorem, and other taxes with respect to its
      business and properties, and to pay as they become due all taxes or assessments,
      except for taxes for which adequate reserves are established and which are
      being
      contested in good faith by appropriate proceedings. Seller will not permit
      the
      Company to change their accounting methods or practices or any depreciation,
      amortization or inventory valuation policies or practices.

    


    (g) No
      Securities Issuances.
      Sellers
      will not permit the Company to issue any shares of any class of capital stock,
      or enter into any contract, option, warrant or right calling for the issuance
      of
      any such shares of capital stock, or create or issue any securities convertible
      into any securities of the Company except for the transactions contemplated
      herein.

    


    
      
        
        

      

      
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    (h) Due
      Compliance.
      Sellers
      will cause the Company to comply with all laws, regulations, rules and
      ordinances applicable to it and to the conduct of its business.

    


    (i) Notice
      of Change.
      Sellers
      will promptly advise Buyer in writing of any material adverse change, or the
      occurrence of any event which involves any substantial possibility of a material
      adverse change, in the business, financial condition, results of operations,
      assets, liabilities or prospects of the Company.

    


    (j) Consents.
      Sellers
      will use their, and will cause the Company to use its, best good faith efforts
      to obtain the consent or approval of each person or entity whose consent or
      approval is required for the consummation of the Transactions contemplated
      hereby and to do all things necessary to consummate the Transactions
      contemplated by the Basic Agreements.

    


    IV.

    


    CONDITIONS
      PRECEDENT TO THE 

    OBLIGATIONS
      OF BUYER TO CLOSE

    


    The
      obligation of Buyer to close the Transactions contemplated hereby is subject
      to
      the fulfillment by Seller prior to Closing of each of the following conditions,
      which may be waived in whole or in part by Buyer:

    


    4.1 Compliance
      with Representations, Warranties and Covenants.
      The
      representations and warranties of Seller contained in this Agreement shall
      have
      been true and correct when made and shall be true and correct as of the Closing
      with the same force and effect as if made at the Closing. Seller shall have
      performed all agreements, covenants and conditions required to be performed
      by
      Seller prior to the Closing.

    


    4.2 No
      Adverse Change.
      There
      shall have been no event which has had or may have a material adverse effect
      upon the business, financial condition, results of operation, assets,
      liabilities or prospects of the Company.

    


    4.3 No
      Legal Proceedings.
      No suit,
      action or other legal or administrative proceeding before any court or other
      governmental agency shall be pending or threatened seeking to enjoin the
      consummation of the Transactions contemplated hereby.

    


    4.4 Documents
      to be Delivered by Seller.
      Seller
      shall have delivered the following documents:

    


    (a) Stock
      certificates representing all of the Shares, duly endorsed to Buyer and in
      blank
      or accompanied by duly executed stock powers.

    


    
      
        
        

      

      
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    (b) A
      copy of
      (i) the Certificate of Incorporation of the Company, certified as correct by
      the
      Company; and (ii) the Bylaws of the Company certified as correct by the
      Company;

    


    (c) All
      agreements referred to in paragraph 1.4 above, executed by all parties thereto
      other than Buyer.

    


    (d) Such
      other documents or certificates as shall be reasonably required by Buyer or
      its
      counsel in order to close and consummate this Agreement.

    


    V.

    


    CONDITIONS
      PRECEDENT TO THE

    OBLIGATIONS
      OF SELLER TO CLOSE

    


    The
      obligation of Seller to close the Transactions is subject to the fulfillment
      prior to Closing of each of the following conditions, any of which may be waived
      in whole or in part by Seller:

    


    5.1 Compliance
      with Representations, Warranties and Covenants.
      The
      representations and warranties made by Buyer in this Agreement shall have been
      true and correct when made and shall be true and correct in all material
      respects at the Closing with the same force and effect as if made at the
      Closing, and Buyer shall have performed all agreements, covenants and conditions
      required to be performed by Buyer prior to the Closing.

    


    5.2 No
      Legal Proceedings.
      No suit,
      action or other legal or administrative proceedings before any court or other
      governmental agency shall be pending or threatened seeking to enjoin the
      consummation of the Transactions contemplated hereby.

    


    5.3 Other
      Agreements.
      All
      parties other than Seller and the Company shall have executed and delivered
      the
      Basic Agreements.

    


    5.4 Payments.
      Seller
      shall have received from Buyer, Buyer’s Shares to be issued at the Closing by
      Buyer pursuant to all the Basic Agreements. 

    


    VI.

    


    MODIFICATION,
      WAIVERS, TERMINATION

    AND
      EXPENSES

    


    6.1 Modification.
      Buyer
      and Seller may amend, modify or supplement this Agreement in any manner as
      they
      may mutually agree in writing.

    


    6.2 Waivers.
      Buyer
      and Seller may in writing extend the time for or waive compliance by the other
      with any of the covenants or conditions of the other contained
      herein.

    


    
      
        
        

      

      
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    6.3 Termination
      and Abandonment.
      This
      Agreement may be terminated and the purchase of the Shares may be abandoned
      before the Closing:

    


    (a) By
      the
      mutual consent of Seller and Buyer; 

    


    (b) By
      Buyer,
      if the representations and warranties of Seller set forth herein shall not
      be
      accurate, or the conditions precedent set forth in Article V shall have not
      have
      been satisfied, in all material respects; or

    


    (c) By
      Seller, if the representations and warranties of Buyer set forth herein shall
      not be accurate, or the conditions precedent set forth in Article V shall not
      have been satisfied in all material respects.

    


    Termination
      shall be effective on the date of receipt of written notice specifying the
      reasons therefor.

    


    VII.

    


    MISCELLANEOUS

    


    7.1 Representations
      and Warranties to Survive.
      Unless
      otherwise provided, all of the representations and warranties contained in
      this
      Agreement and in any certificate, exhibit or other document delivered pursuant
      to this Agreement shall survive the Closing for a period of two (2) years.
      No
      investigation made by any party hereto or their representatives shall constitute
      a waiver of any representation or warranty, and no such representation or
      warranty shall be merged into the Closing.

    


    7.2 Binding
      Effect of the Basic Agreements.
      The
      Basic Agreements and the certificates and other instruments delivered by or
      on
      behalf of the parties pursuant thereto, constitute the entire agreement between
      the parties. The terms and conditions of the Basic Agreements shall inure to
      the
      benefit of and be binding upon the respective heirs, legal representatives,
      successor and assigns of the parties hereto. Nothing in the Basic Agreements,
      expressed or implied, confers any rights or remedies upon any party other than
      the parties hereto and their respective heirs, legal representatives and
      assigns.

    


    7.3 Applicable
      Law.
      The
      Basic Agreements are made pursuant to, and will be construed under, the laws
      of
      the State of Nevada.

    


    7.4 Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and will be deemed to have been duly given when delivered or mailed,
      first class postage prepaid:

     

    (a) If
      to
      Sellers, to: 

    


    Joel
      C.
      Holt

    23
      Cedar
      Hill

    Asheville,
      NC 29903 

    Telephone:
      (828) 231-2035 

    Fax:
      (828) 274-2025 

    


    
      
        
        

      

      
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    (b) If
      to
      Buyer, to: 

    


    Mar
      Ked
      Mineral Exploration, Inc.

    ATTN:
      Ross Silvey

    11005
      Anderson Mill Rd.

    Austin,
      Texas 78750

    Telephone:
      (512) 996-0882

    Fax:
      (512) 692-2675 

     

    These
      addresses may be changed from time to time by written notice to the other
      parties.

    


    7.5 Headings.
      The
      headings contained in this Agreement are for reference only and will not affect
      in any way the meaning or interpretation of this Agreement.

    


    7.6 Counterparts.
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original and all of which together will constitute one instrument.

    


    7.7 Severability.
      If any
      one or more of the provisions of this Agreement shall, for any reason, be held
      to be invalid, illegal or unenforceable under applicable law this Agreement
      shall be construed as if such invalid, illegal or unenforceable provision had
      never been contained herein. The remaining provisions of this Agreement shall
      be
      given effect to the maximum extent then permitted by law.

    


    7.8 Forbearance;
      Waiver.
      Failure
      to pursue any legal or equitable remedy or right available to a party shall
      not
      constitute a waiver of such right, nor shall any such forbearance, failure
      or
      actual waiver imply or constitute waiver of subsequent default or
      breach.

    


    7.9 Attorneys'
      Fees and Expenses.
      The
      prevailing party in any legal proceeding based upon this Agreement shall be
      entitled to reasonable attorneys' fees and expenses and court
      costs.

    


    7.10 Expenses.
      Each
      party shall pay all fees and expenses incurred by it incident to this Agreement
      and in connection with the consummation of all transactions contemplated by
      this
      Agreement.

    


    7.11 Integration.
      This
      Agreement and all documents and instruments executed pursuant hereto merge
      and
      integrate all prior agreements and representations respecting the Transactions,
      whether written or oral, and constitute the sole agreement of the parties in
      connection therewith. This Agreement has been negotiated by and submitted to
      the
      scrutiny of both Seller and Buyer and their counsel and shall be given a fair
      and reasonable interpretation in accordance with the words hereof, without
      consideration or weight being given to its having been drafted by either party
      hereto or its counsel. 

    


    
      
        
        

      

      
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    [REMAINDER
      OF PAGE LEFT INTENTIONALLY BLANK]

    


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

     

     

    
      	 	
              "BUYER"

               

              MAR
                KED MINERAL EXPLORATION, INC.

              


              


              By:________________________________

            	 
	 	
              Ross
                Silvey, President

            	 
	 	 	 
	 	 	 
	 	
              "COMPANY"

              


               

              NORTH
                AMERICAN EXPLORATION, INC.

              


              


              By:________________________________

            	 
	 	Joel C. Holt,
              President	 
	 	 	 
	 	 	 
	 	
              "SELLER"

               

              __________________________________

            	 
	 	Joel C. Holt,
              Agent	 
	 	 	 
	 	 	 
	 	
              DOUBLE
                EAGLE HOLDINGS, LTD.

              


              


              By:_______________________________

            	 
	 	M.E. (Hank) Durschlag, President
              	 


    


    
      
        
        

      

      
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