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STOCK EXCHANGE
AGREEMENT

THIS
STOCK EXCHANGE AGREEMENT (the Agreement) is dated as of February 10, 2006, by
and among Digital Ecosystems Corp., a Nevada corporation (DEC), GSL Energy
Corporation, a Maryland corporation (GSL), andMABio Materials
Corporation, a Maryland corporation, and MAB Resources LLC, a Delaware limited
liability company (collectively, the GSL Shareholders). DEC, GSL, the GSL
Shareholders are referred to collectively herein as the Parties.

RECITALS

A.      The
respective Boards of Directors of each of DEC and GSL and the GSL Shareholders
believe it is in the best interests of DEC and GSL and their respective
stockholders that DEC acquire at least eighty percent of the issued and
outstanding securities of GSL (the Exchange).

B.      Pursuant
to the Exchange, and subject to the terms and conditions of this Agreement, the
GSL Common Stock held by the GSL Shareholders (collectively, Acquired Shares)
shall be converted into shares of common stock of DEC, with a par value of
$0.001 per share (DEC Common Stock), as specified herein.

C.      It
is the intention of the Parties that the Exchange be treated as a
reorganization under Section 368(a) of the Code, and this Agreement
constitutes a plan of reorganization within the meaning of Treasury
Regulations Section 1.368 -1(c).

D.      GSL
and DEC desire to make certain representations, warranties, covenants and
agreements in connection with the Exchange.

NOW,
THEREFORE, in consideration of the covenants, representations and warranties set
forth herein, and for other good and valuable consideration, intending to be
legally bound hereby the parties agree as follows:

ARTICLE I DEFINITIONS

Acquired Shares shall have the meaning set forth in the
Recitals.

Acquisition Proposal shall mean (i) any proposal for a merger
or other business combination involving DEC or any future subsidiary of DEC;
(ii) any proposal or offer to acquire in any manner a substantial equity
interest in, or a substantial portion of the assets of, the DEC; or (iii) any
proposal to acquire any interest in DEC.

Assumed Debt shall have the meaning set forth in Section 2.5.

Assumed Issuance Obligation shall have the meaning set forth
in Section 2.6.

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Assumed Liabilities shall have the meaning set forth in
Section 7.1(l) .

Assumed Option and Assumed Options shall have the meanings
set forth in Section 2.5(d) .

Balance Sheet Date shall have the meaning set forth in
Section 3.11.

Business Day shall mean any day when the Federal Reserve Bank
of New York is open for business.

Claims shall mean all demands, claims, actions or causes of
action, assessments, complaints, directives, citations, information requests
issued by Government Authority, legal proceedings, orders, notices of potential
responsibility, losses, all damages of whatever nature (including, without
limitation, diminution in value and lost profits), liabilities, sanctions, costs
and expenses, including, without limitation, interest, penalties and attorneys
and experts fees and disbursements.

Closing shall have the meaning set forth in Section 2.2.
Closing Date shall have the meaning set forth in Section 2.2. Code shall
mean the Internal Revenue Code of 1986, as amended. Contracts shall have the
meaning set forth in Section 3.17(a) . DEC shall have the meaning set forth in
the preamble above.

DEC Capital Stock shall mean the DEC Common Stock and the DEC
Preferred Stock.

DEC Common Stock shall have the meaning set forth in the
Recitals.

DEC Financial Statements shall have the meaning set forth in
Section 3.9.

DEC Preferred Stock shall mean DECs preferred stock, par
value $0.001 per share.

DEC SEC Documents shall have the meaning set forth in Section
3.13.

Encumbrance shall mean any covenants, conditions, liens,
encumbrances, equities, security interests, restrictions, claims, charges, and
other claims or rights of third parties of whatever kind and nature.

Environmental Claims shall mean all Claims pursuant to
Environmental Laws, including but not limited to, those based on, arising out of
or otherwise relating to: (i) the Remediation, presence or Release of, or
exposure to, Hazardous Materials or other environmental conditions initiated,
existing or occurring prior to the Closing Date at, on, under, above, from, or
about any real property or any real properties formerly owned,

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leased or operated by DEC or any of DECs predecessors or
affiliates; (ii) the off-site Release, treatment, transportation, storage or
disposal prior to the Closing Date of Hazardous Materials originating from DECs
assets or business; or (iii) any violations of Environmental Laws by DEC prior
to the Closing Date, including reasonable expenditures necessary to cause DEC to
be in compliance with or resolve violations of Environmental Laws.

Environmental Laws shall mean any Laws (including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act,
the Federal Water Pollution Control Act, the Solid Waste Disposal Act, the Toxic
Substances Control Act, the Occupational Safety and Health Act, the Mine Safety
and Health Act, counterpart laws adopted by any State or local government, and
any amendments thereto), including any regulations, plans, other criteria, or
guidelines promulgated pursuant to such Laws, or administrative or judicial
orders issued pursuant to such Laws, now or hereafter in effect relating to the
Remediation, generation, production, installation, use, storage, management,
treatment, transportation, Release, threatened Release, or disposal of Hazardous
Materials, or noise control, or the protection of human health, safety, natural
resources, animal health or welfare, or the environment.

Exchange shall have the meaning set forth in the Recitals.

Exchange Consideration shall have the meaning set forth in
Section 2.1.

GAAP shall mean United States generally accepted accounting
principles, consistently applied.

Governmental Authority shall mean any agency, public or
regulatory authority, instrumentality, department, commission, court, ministry,
tribunal or board of any government, whether foreign or domestic and whether
national, federal, provincial, state, regional, local or municipal.

GSL shall have the meaning set forth in the preamble above.

GSL Capital Stock shall mean the GSL Common Stock and GSL
Preferred Stock.

GSL Common Stock shall mean GSLs common stock, par value
$0.001 per share.

GSL Convertible Debt shall mean all outstanding debt that is
convertible into shares of GSL Common Stock.

GSL Financial Statements shall have the meaning set forth in
Section 4.16.

GSL Options shall mean all issued and outstanding options to
acquire shares of GSL Common Stock.

GSL Preferred Stock shall mean GSLs preferred stock, par
value $0.001 per share.

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GSL Share Issuance Obligation shall mean each obligation of
GSL to issue shares of GSL Common Stock.

GSL Shareholder Representative shall have the meaning set
forth in Section 2.8. GSL Shareholders shall have the meaning set forth in the
preamble above. GSL Stock Option Plan shall mean GSLs 2005 Stock Option Plan.

Hazardous Materials shall mean any wastes, substances,
radiation, or materials (whether solids, liquids or gases): (i) which are
hazardous, toxic, infectious, explosive, radioactive, carcinogenic, or
mutagenic; (ii) which are or become defined as pollutants, contaminants,
hazardous materials, hazardous wastes, hazardous substances, toxic
substances, radioactive materials, solid wastes, or other similar
designations in, or otherwise subject to regulation under, any Environmental
Laws; (iii) the presence of which on real property cause or threaten to cause a
nuisance pursuant to applicable statutory or common law upon real property or to
adjacent properties; (iv) which contain without limitation polychlorinated
biphenyls (PCBs), asbestos or asbestos-containing materials, lead-based paints,
urea-formaldehyde foam insulation, or petroleum or petroleum products
(including, without limitation, crude oil or any fraction thereof); or (v) which
pose a hazard to human health, safety, natural resources, employees, or the
environment.

Laws shall mean statutes, common laws, rules, ordinances,
regulations, codes, licensing requirements, orders, judgments, injunctions,
decrees, licenses, permits and bylaws of a Governmental Authority.

Liability and Liabilities shall mean debts, liabilities,
commitments, obligations, duties and responsibilities of any kind and
description, whether absolute or contingent, monetary or non-monetary, direct or
indirect, known or unknown or matured or unmatured, or of any other nature.

Litigation shall mean any litigation, legal action,
arbitration, proceeding, demand, claim or investigation against, affecting or
brought by or against an entity or any present or former employees of such
entity relating to the business, operations, assets or liabilities of such
entity.

Release means any emission, spill, seepage, leak, escape,
leaching, discharge, injection, pumping, pouring, emptying, dumping, disposal,
migration, abandonment or release of Hazardous Materials from any source over,
into, under or upon the environment, including the air, soil, improvements,
surface water, groundwater, the sewer, septic system, storm drain, publicly
owned treatment works, or waste treatment, storage, or disposal systems.

Remediation means any investigation, clean-up, removal
action, remedial action, restoration, repair, response action, corrective
action, monitoring, sampling and analysis,

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risk assessment, installation, reclamation, closure, or
post-closure in connection with the suspected, threatened or actual presence or
Release of Hazardous Materials.

SEC shall mean the United States Securities and Exchange
Commission.

Tax Return shall mean all returns, declarations, reports,
forms, estimates, information returns, statements or other documents (including
any schedule, attachment and related or supporting information) filed or
required to be filed with or supplied to any Governmental Authority in
connection with any Taxes, and including any amendments thereof.

Taxes shall mean all federal, state, local, foreign and other
taxes, charges, fees, duties, levies, penalties or other assessments, including,
without limitation, income, gross receipts, excise, profits, value added, real
and personal property, sales, use, transfer, severance, stamp, occupation,
disability, license, payroll, withholding, social security, franchise, gains,
built in gains, unemployment insurance, workers compensation, employer health
tax or other taxes, imposed by any Governmental Authority from time to time and
shall include any interest, penalties or additions to tax attributable to any of
the foregoing, whether disputed or not, including, without limitation, any
liability for Taxes as a transferee or successor, by contract or otherwise.

ARTICLE II EXCHANGE

2.1     
The Exchange. Subject to the terms and conditions hereof, at the Closing,
DEC shall deliver to each GSL Shareholder that is a party to this Agreement one
share of DEC Common Stock (the Exchange Consideration) in exchange for each
share of issued and outstanding GSL Common Stock then held by each GSL
Shareholder, with DEC then holding at least eighty percent of the issued and
outstanding common stock of GSL.

2.2      The
Closing. Unless this Agreement is earlier terminated pursuant to Article X,
the closing of the Exchange (the Closing) will take place as promptly as
practicable, but no later than the fifth Business Day following satisfaction or
waiver of the conditions set forth in Article VII at the offices of Patton Boggs
LLP, 1660 Lincoln Street, Suite 1900, Denver, Colorado, 80264, unless another
place or time is agreed to by DEC and GSL. The date upon which the Closing
actually occurs is herein referred to as the Closing Date.

2.3     
Fractional Shares. No fractional shares of DEC Common Stock shall be
issued pursuant to the Exchange, but in lieu thereof, if a fractional share of
DEC Common Stock would otherwise be issued to any GSL Shareholder, the number
shares of DEC Common Stock to be received by such GSL Shareholder who would
otherwise be entitled to a fraction of a share of DEC Common Stock (after
aggregating all fractional shares of DEC Common Stock to be received by such
holder) shall be rounded up or down to the nearest whole share.

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2.4     
GSL Stock Options. At the Closing, the GSL Stock Option Plan and all GSL
Options then outstanding shall be assumed by DEC (each such GSL Option an
Assumed Option and collectively the Assumed Options). Each Assumed Option
shall continue to have, and be subject to, the same terms and conditions as in
effect immediately prior to the Closing, except that (i) each Assumed Option
will be exercisable for DEC Common Stock based on one share of DEC Common Stock
for each share of GSL Common Stock that each Assumed Option was exercisable for
immediately prior to the Closing; and (ii) the per share exercise price for the
shares of DEC Common Stock issuable upon exercise of each Assumed Option will be
equal to the exercise price per share of GSL Common Stock at which such Assumed
Option was exercisable immediately prior to the Closing. To evidence the
assumption of the Assumed Options by DEC, DEC will issue to each holder of an
Assumed Option a replacement options agreement.

2.5     
GSL Convertible Debt. At the Closing, all of the GSL Convertible Debt
then outstanding shall be assumed by DEC (each such GSL Convertible Debt an
Assumed Debt). Each Assumed Debt shall continue to have, and be subject to,
the same terms and conditions as in effect immediately prior to the Closing,
except that (i) each Assumed Debt will be convertible into DEC Common Stock
based on one share of DEC Common Stock for each share of GSL Common Stock each
Assumed Debt was convertible into immediately prior to the Closing; and (ii) the
per share conversion price for the shares of DEC Common Stock issuable upon
conversion of each Assumed Debt will be equal to the exercise price per share of
GSL Common Stock at which such Assumed Debt was exercisable immediately prior to
the Closing. To evidence the assumption of each Assumed Debt by DEC, DEC will
issue to each holder of Assumed Debt a replacement debt agreement.

2.6     
GSL Share Issuance Obligations. At the Closing, all of the GSL Share
Issuance Obligations then outstanding shall be assumed by DEC (each such GSL
Share Issuance Obligation an Assumed Issuance Obligation). Each Assumed
Issuance Obligation shall continue to have, and be subject to, the same terms
and conditions as in effect immediately prior to the Closing except that each
Assumed Issuance Obligation will be issuable DEC Common Stock based on one share
of DEC Common Stock for each share of GSL Common Stock each Assumed Issuance
Obligation was issuable in. To evidence the assumption of each Assumed Issuance
Obligation by DEC, DEC will issue a notice to each holder of an Assumed Issuance
Obligation.

2.7     
Adjustments. The Exchange Consideration, the Assumed Options, the Assumed
Debt, and the Assumed Issuance Obligation shall be equitably adjusted to reflect
fully the effect of any stock split, reverse split, stock combination, stock
dividend (including any dividend or distribution of securities convertible into
DEC Common Stock or GSL Common Stock), reorganization, reclassification,
recapitalization or other like change with respect to DEC Common Stock or GSL
Common Stock occurring after the date hereof and prior to the Effective Time.

2.8     
No Further Ownership Rights in GSL Common Stock. All shares of DEC Common
Stock issued upon the surrender for exchange of the Acquired Shares in

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accordance with the terms hereof shall be deemed to have been
issued in full satisfaction of all rights pertaining to such Acquired Shares,
and there shall be no further registration of transfers on the records of GSL of
shares of GSL Common Stock which were outstanding immediately prior to the
Closing.

2.9     
Exemption from Registration. The shares of DEC Common Stock to be issued
in connection with the Exchange will be issued in a transaction exempt from
registration under the Securities Act and applicable state Laws pursuant to
Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated
under the Securities Act, and as such will constitute restricted securities
within the meaning of the Securities Act.

2.10     
GSL Shareholder Representative.

(a)      In
order to administer efficiently the transactions contemplated hereby, including
(i) the waiver of any breach or default hereunder or of any condition to the
obligations of the GSL Shareholders to consummate the transactions contemplated
hereby and (ii) the defense and/or settlement of any claims that may be made by
the GSL Shareholders following the Closing against the Indemnifying Party, the
GSL Shareholders hereby designate MAB Resources LLC as their representative (the
GSL Shareholder Representative). Each GSL Shareholder acknowledges that the
GSL Shareholder Representative is controlled by Marc A. Bruner.

(b)      Each
GSL Shareholder hereby irrevocably grants the GSL Shareholder Representative
full power and authority to act as agent and attorney-in-fact for such GSL
Shareholder, (i) to take all action necessary in connection with the waiver of
any breach or default hereunder, the waiver of any condition to the obligations
of the GSL Shareholders to consummate the transactions contemplated hereby, or
the defense and/or settlement of any claims that may be made by the GSL
Shareholders following Closing; (ii) to give and receive all notices required to
be given or received by the GSL Shareholders under this Agreement; (iii) to
collect from each of the GSL Shareholders all stock certificates of GSL Common
Stock, to collect from DEC the Exchange Consideration, and to distribute to each
GSL Shareholder the portion of the Exchange Consideration set forth next to such
GSL Shareholders name on Schedule 2.1, and (iv) to take any and all
additional action necessary or appropriate in the judgment of the GSL
Shareholder Representative for the accomplishment of the foregoing or as is
contemplated to be taken by or on behalf of the GSL Shareholders by the terms of
this Agreement.

(c)      The
agency of the GSL Shareholder Representative may be changed by the GSL
Shareholders from time to time upon not less than 15 days prior written notice
to DEC; provided, that the GSL Shareholder Representative may not be removed
unless holders of at least two-thirds in interest of the then outstanding shares
of GSL Common Stock agree to such removal and to the identity of the substituted
agent. In the event that the GSL Shareholder Representative dies, becomes unable
to perform his or her responsibilities hereunder or resigns from such position,
the GSL Shareholders holding a majority in interest of the then outstanding
shares of GSL Common Stock shall select

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another representative to fill such vacancy and such
substituted representative shall be deemed to be the GSL Shareholder
Representative for all purposes of this Agreement and the documents delivered
pursuant hereto. No bond shall be required of the GSL Shareholder
Representative, and the GSL Shareholder Representative shall not receive
compensation for his or her services. No provision of this Agreement shall
restrict in any way the ability or right of the GSL Shareholder Representative
to voluntarily resign from such position at any time, and any such resignation
shall be done without any liability to the GSL Shareholder Representative.

(d)      All
decisions and actions by the GSL Shareholder Representative, including without
limitation any agreement between the GSL Shareholder Representative and DEC or
GSL relating to the defense and/or settlement of any claims that may be made by
the GSL Shareholders following the Closing shall be binding upon all of the GSL
Shareholders and no GSL Shareholders shall have the right to object, dissent,
protest or otherwise contest the same.

(e)      By
each GSL Shareholders execution of this Agreement, such GSL Shareholder agrees
that:

(i)      all
actions, decisions and instructions of the GSL Shareholder Representative shall
be conclusive and binding upon all of the GSL Shareholders and no GSL
Shareholder shall have any cause of action against the GSL Shareholder
Representative for any action taken, decision made or instruction given by the
GSL Shareholder Representative under this Agreement, except for fraud or willful
breach of this Agreement by the GSL Shareholder Representative;

(ii)     notices
or communications to or from the GSL Shareholder Representative shall constitute
notice to or from each of the GSL Shareholders for purposes of this Agreement;

(iii)    the
provisions of this Section 2.8 are independent and severable, are irrevocable
and coupled with an interest and shall be enforceable notwithstanding any rights
or remedies that any GSL Shareholder may have in connection with the
transactions contemplated by this Agreement;

(iv)     as
between such GSL Shareholder and the other GSL Shareholders, the GSL Shareholder
Representative shall have full power to determine all questions and doubts
arising in relation to any of the provisions of this Agreement and every such
determination made in good faith shall be conclusive and binding on the GSL
Shareholders, and the GSL Shareholder Representative may act on the opinion or
advice of, or information obtained from, any attorney, banker, broker,
accountant or other expert and shall not be responsible for any loss occasioned
by so acting;

(v)      such
GSL Shareholder shall, together with all of the other GSL Shareholders, jointly
and severally indemnify the GSL Shareholder Representative from and against any
and all liabilities, obligations, losses,

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damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the GSL Shareholder
Representative by DEC, other GSL Shareholders, or any other person in connection
with this Agreement and in suing for and recovering any sum due to the GSL
Shareholders or any of them under this Agreement;

(vi)    
in performing the functions specified in this Agreement, the GSL Shareholder
Representative shall not be liable to any GSL Shareholder in the absence of
willful misconduct on the part of the GSL Shareholder Representative; and

(vii)    the
provisions of this Section 2.8 shall be binding upon the executors, heirs, legal
representatives, personal representatives, successor trustees, and successors of
each GSL Shareholder, and any references in this Agreement to a GSL Shareholder
or the GSL Shareholders shall mean and include the successors to the GSL
Shareholders rights hereunder, whether pursuant to testamentary disposition,
the laws of descent and distribution or otherwise.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF DEC

DEC
represents and warrants to GSL and each GSL Shareholder, subject to such
exceptions as are specifically disclosed with respect to specific numbered and
lettered subsections of this Article III in the Schedules hereto, delivered
herewith and dated as of the date hereof, as follows:

3.1.     
Organization and Qualification.

(a)      DEC
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada and has all requisite power and authority to own,
operate and lease its properties and to carry on its business as now being
conducted. DEC is qualified and licensed to do business and is in good standing
as a foreign corporation in each jurisdiction in which the ownership, use,
licensing or leasing of its assets and properties, or the conduct or nature of
its business, makes such qualification, licensing or admission necessary, except
for such failure to be so duly qualified, licensed and in good standing that
would not reasonably be expected to have a material adverse effect on DEC.
Schedule 3.1 sets forth each jurisdiction where DEC is so qualified or
licensed to do business.

(b)     
DEC has delivered to GSL complete and correct copies of its (i) articles of
incorporation and bylaws, which articles of incorporation and bylaws are in full
force and effect and have not been amended, corrected, restated or superseded in
any way, (ii) minutes of all directors and shareholders meetings, all of which
are complete and accurate as of the date hereof, (iii) stock certificate books
and all other records of such

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entity, which collectively correctly set forth the record
ownership of all outstanding shares of capital stock and all rights to purchase
capital stock of such entity and (iv) form of stock certificates, option plans
and agreements and rights to purchase shares of capital stock of such entity.
DEC is not in violation, and has not taken any action in violation, of any
provisions of its articles of incorporation or bylaws.

3.2.     
Authority; Enforceability. DEC has all requisite power and authority to
execute and deliver this Agreement, to perform each of its obligations
hereunder, and to consummate the transactions contemplated hereby. All actions
required on the part of DEC for such execution, delivery, and performance of
this Agreement has been duly and validly taken. Assuming due execution and
delivery by each of the other parties hereto, this Agreement constitutes the
legal, valid, and binding obligation of DEC enforceable against DEC in
accordance with its respective terms, except as the enforceability may be
limited by bankruptcy, insolvency, moratorium, and other similar laws affecting
creditors rights generally and by general equitable principles.

3.3      No
Conflicts. The execution and delivery by DEC of this Agreement, and the
performance and consummation by DEC of the transactions contemplated hereby will
not (i) conflict with such entitys articles of incorporation or bylaws; (ii)
conflict with or result in a breach or violation of, or default under, or give
rise to any right of acceleration or termination of, any of the terms,
conditions or provisions of any note, lease, license, agreement or other
instrument or obligation to which such entity is a party or by which such
entitys assets or properties are bound; (iii) result in the creation of any
Encumbrance on any of the assets or properties of such entity; or (iv) violate
any law, rule, regulation or order applicable to such entity or any of such
entitys assets or properties.

3.4      No
Defaults. DEC is not (i) in violation of any provision of its articles of
incorporation or bylaws or (ii) in default or violation of any term condition or
provision of (A) any judicial or governmental decree or order applicable to DEC
or (B) any agreement, note, contract, lease or instrument, permit or license to
which DEC is a party.

3.5     
Consents and Approvals. Except as set forth in Schedule 3.5, no
approval, consent, waiver or authorization of, or registration, declaration or
filing with, exemption by, or any notice to, any Governmental Authority or other
third party is required to by made, obtained, or given by DEC: (a) for or in
connection with the valid execution and delivery by DEC of this Agreement or the
consummation by such party of the transactions contemplated hereby; or (b) as a
condition to the legality, validity or enforceability as against DEC of this
Agreement.

3.6      Capitalization;
Subsidiaries.

(a)     
The authorized DEC Capital Stock consists of (i) 1,000,000,000 shares of DEC
Common Stock, of which 28,700,000 shares are issued and outstanding, and (ii)
100,000,000 shares of DEC Preferred Stock, of which no shares are issued and
outstanding. All of the issued and outstanding shares of DEC Capital Stock have
been duly authorized and validly issued, are fully paid and non-assessable, are
free of

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Encumbrances, are not subject to preemptive rights or rights of
first refusal (other than rights in favor of DEC) created by statute, the
articles of incorporation of DEC or any agreement to which DEC is a party or is
bound, and have been offered, issued and sold by DEC in compliance with all
applicable securities laws. Except as set forth in Schedule
3.5(a), (i) no subscription, warrant, option, convertible security or
other right (contingent or otherwise) to purchase or acquire from DEC any shares
of DEC Capital Stock is authorized or outstanding, (ii) DEC has no obligation
(contingent or otherwise) to issue any subscription, warrant, option,
convertible security or other such right or to issue or distribute to holders of
any shares of DEC Capital Stock any evidence of indebtedness or assets of DEC,
and (iii) DEC has no obligation or right (contingent or otherwise) to purchase,
redeem, or otherwise acquire any shares of DEC Capital Stock or any interest
therein or to pay any dividend or any distribution in respect thereof.

(b)      DEC
has no (and prior to the Closing will have no) subsidiaries and does not (and
prior to the Closing, will not) otherwise hold any equity, membership,
partnership, joint venture or other ownership interest in any entity.

3.7     
Litigation. There is no Litigation of any nature pending or threatened
against or involving DEC or the transactions contemplated by this Agreement or
any transactions contemplated hereby, nor does DEC have any reasonable basis to
believe that there is any basis for any such Litigation.

3.8     
Intellectual Property. DEC does not own any right, title, or interest in
or to any patents, trademarks, trade names, service marks, copyrights, or any
applications therefore.

3.9      Financial
Statements. DEC has delivered to GSL (i) its audited financial statements
(balance sheet, statement of operations, and statement of cash flows) on a
consolidated basis as at, and for the fiscal years ended March 31, 2004 and
March 31, 2005 and (ii) its unaudited financial statements (balance sheet,
statement of operations, and statement of cash flows) on a consolidated basis as
at, and for the six month period ended, September 30, 2005 (collectively, the
DEC Financial Statements). The DEC Financial Statements complied as to form in
all material respects with applicable accounting requirements as of their
respective dates, and were prepared in accordance with GAAP on a consistent
basis throughout the periods indicated and with each other (except as may be
indicated in the notes thereto). The DEC Financial Statements fairly present in
all material respects the consolidated financial condition and operating results
of DEC and its subsidiary as of the dates, and for the periods, indicated
therein, subject, in the case of unaudited financial statements, to normal
year-end audit adjustments. DEC maintains and will continue to maintain a
standard system of accounting established and administered in accordance with
GAAP.

3.10     Books
and Records. The minute books and stock record books and other similar
records of DEC have been provided or made available to GSL or its counsel prior
to the execution of this Agreement. Such minute books contain an accurate record
of all actions taken at all meetings and by all written consents in lieu of
meetings of the

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directors, stockholders, and committees of the board of
directors of DEC from inception through the date hereof.

3.11    
Absence of Changes. Since March 31, 2005 (the Balance Sheet Date) there
has not been any occurrence or event which, individually or in the aggregate,
could be reasonably expected to have a material adverse effect on DEC. Since the
Balance Sheet Date, DEC has operated its business in the ordinary course of
business consistent with past practice. In addition, without limited the
generality of the foregoing, except as set forth on Schedule 3.11, since
the Balance Sheet Date:

(a)      DEC
has not entered into any Contract in connection with any transaction involving
an Acquisition Proposal;

(b)      DEC
has not entered into any strategic alliance, joint development, or joint
marketing Contract;

(c)      There
has not been any material amendment or other modification (or agreement to do
so), or violation of the terms of, any of the Contracts set forth or described
in the Schedule 3.17;

(d)      DEC
has not entered into any transaction with any officer, director, stockholder,
affiliate, or associate of DEC;

(e)      No
Litigation has been commenced or, to the knowledge of DEC, threatened by or
against DEC;

(f)      DEC
has not declared or set aside or paid any dividends on or made any other
distributions (whether in cash, stock or property) in respect of any DEC Capital
Stock, or effected or approved any split, combination or reclassification of any
DEC Capital Stock or issued or authorized the issuance of any other securities
in respect of, in lieu of or in substitution for shares of DEC Capital Stock;

(g)      There
has not been any amendment to DECs articles of incorporation or bylaws;

(h)      DEC
has not made or agreed to make payment, discharge, satisfaction, in an amount in
excess of $5,000, in any one case, or $10,000 in the aggregate, of any claim,
liability or obligation (whether absolute, accrued, asserted or unasserted,
contingent or otherwise), other than the payment discharge or satisfaction of
liabilities in the ordinary course of business consistent with past practices;

(i)      DEC
has not incurred any indebtedness or guaranteed any indebtedness, issued or sold
any debt securities of DEC, or guaranteed any debt securities of others;

(j)      DEC
has not granted any bonus, severance or termination pay to any director,
officer, employee or consultant, except payments made pursuant to written
Contracts outstanding on the date hereof, which are set forth on Schedule
3.17 and copies of which have been delivered to GSL;

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(k)     
DEC has not paid or approved the payment of any consideration to any current or
former officer, director, stockholder, employee, independent contractor or
consultant of DEC;

(l)     
DEC has not made or changed any material election in respect of Taxes, adopted
or changed any accounting method in respect of Taxes, entered into any tax
allocation agreement, tax sharing agreement, tax indemnity agreement, settlement
or compromise of any claim or assessment in respect of Taxes, or consented to
any extension or waiver of the limitation period applicable to any claim or
assessment in respect of Taxes with any Governmental Authority or otherwise; and

(m)     
DEC has not entered into or approved any contract, arrangement or understanding
or acquiesced in respect of any arrangement or understanding, to do, engage in,
or cause or having the effect of any of the foregoing.

3.12      No
Undisclosed Liabilities. As of the date hereof, except as reflected or
reserved against in the DEC Financial Statements, there are no Liabilities
(whether absolute, accrued or contingent, known or unknown, fixed or otherwise)
of, relating to or affecting DEC or DECs assets, other than liabilities not
exceeding $275,000 in the aggregate.

3.13      Filings
with the SEC. DEC has made available to GSL each statement, report,
registration statement (with the prospectus in the form filed pursuant to Rule
424(b) of the Securities Act), definitive proxy statement, and other filings
filed with the SEC by DEC since inception and, prior to the Closing, DEC will
have furnished or made available to GSL true and complete copies of any
additional documents filed with the SEC by DEC after the date hereof and prior
to the Closing (collectively, the DEC SEC Documents). As of their respective
filing dates, the DEC SEC Documents complied in all material respects with the
requirements of the Exchange Act and the Securities Act. DEC has timely filed
with the SEC all filings required by the Exchange Act and the Securities Act and
has provided all certifications of its officers which are required by the
Sarbanes Oxley Act of 2002, as enacted by the SEC. All documents required to be
filed as exhibits to the SEC Documents have been so filed, and all material
contracts so filed as exhibits are in full force and effect, except those which
have expired in accordance with their terms, and neither DEC nor any of its
subsidiaries is in material default thereof. None of the DEC SEC Documents, as
of their respective dates, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements made therein, in light of the circumstances under
which they were made, not misleading.

3.14      Taxes.

(a)     
All Tax Returns required to have been filed by or with respect to DEC on or
before the Closing Date have been duly and timely filed (including any
extensions). All such Tax Returns are true, complete and accurate in all
material respects. All Taxes that are due and payable by DEC for periods (or
portions of periods) ending on or before the Closing Date have been paid or
accrued on the balance sheets included in the DEC

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Financial Statements. DEC has made available to GSL true and
correct copies of the Tax Returns filed by DEC for each of the three most recent
fiscal years for which such returns have been filed.

(b)     
DEC is not a party to any agreement extending the time within which to file any
Tax Return.

(c)      DEC
has withheld and paid all Taxes required to have been withheld and paid in
connection with amounts paid or owing to any employee, creditor or independent
contractor.

(d)     
DEC does not have knowledge of any actions by any Governmental Authority in
connection with assessing additional Taxes against or in respect of it for any
past period. There is no dispute or claim concerning any Tax Liability of DEC
either (i) pending, or to DECs knowledge, threatened by any Governmental
Authority or (ii) of which the DEC is otherwise aware. There are no liens for
Taxes upon the assets or properties of DEC other than liens for Taxes not yet
due. No audit or other proceedings by any Governmental Authority is pending or,
to DECs knowledge, threatened with respect to any Taxes due from or with
respect to DEC. DEC has delivered to GSL all federal, state, local and foreign
income Tax Returns filed by, and all Tax examination reports and statements of
deficiencies assessed against or agreed to by, DEC since DECs inception.

(e)      There
are no outstanding agreements or waivers extending the statutory period of
limitation applicable to any Tax Returns required to be filed by, or that
include or are treated as including, DEC or with respect to any Tax assessment
or deficiency affecting DEC.

(f)      DEC
has no liability for the Taxes of any person or entity other than the DEC (i)
under Section 1.1502 -6 of the Treasury regulations (or any similar provision of
state, local or foreign law), (ii) as a transferee or successor, or (iii) by
Contract or otherwise.

(g)      DEC
has neither agreed to make nor is required to make any adjustment under Section
481 of the Code.

(h)     
DEC is not a party to or bound by any obligations under any tax sharing, tax
allocation, tax indemnity or similar agreement or arrangement.

(i)      DEC
was not included and is not includable in the Tax Return of any affiliated,
consolidated, combined, unitary or similar group of corporations.

(j)      DEC
is not a party to any contract, agreement or arrangement covering any current or
former employee or consultant of DEC that under certain circumstances could
require it to make or give rise to any payments that are not deductible as a
result of the provisions set forth in Section 162(m) or Section 280G of the Code
or the treasury regulations thereunder.

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(k)      There
is currently no limitation on the utilization of the net operating losses,
built-in losses, capital losses, Tax credits or other similar items of DEC under
(i) Section 382 of the Code, (ii) Section 383 of the Code, (iii) Section 384 of
the Code, and (iv) Section 1502 of the Code and Treasury regulations promulgated
thereunder.

(l)      DEC
is not required to make any disclosure to any taxing authority with respect to a
listed transaction pursuant to Section 1.6011 -4(b)(2) of the Treasury
Regulations.

(m)     
DEC has no reason to believe that any conditions exist that might prevent or
impede the Exchange from qualifying as a reorganization within the meaning of
Section 368(a) of the Code.

3.15     
Benefit Plans. DEC does not maintain (i) any employee benefit plans (as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended, (ii) any stock option, stock purchase, phantom stock, stock
appreciation right, supplemental retirement, severance, medical, dental, vision
care, disability, employee relocation, cafeteria benefit, dependent care, life
insurance or accident insurance plans, programs or arrangements, (iii) bonus,
pension, profit sharing, savings, deferred compensation or incentive plans,
programs or arrangements, (iv) other fringe or employee benefit plans, programs
or arrangements.

3.16     
Assets. DEC does not own or lease any real or personal property,
leasehold improvements or assets other than cash. DEC has never owned or leased
any real property.

3.17     
Contracts.

(a)      Except
for the contracts described in Schedule 3.17, DEC is not a party to or
subject to any contract, arrangement, agreement, license, lease, commitment,
instrument of any nature, written or oral (collectively, the Contracts).

(b)      Each
Contract to which DEC is a party or by which is bound (i) is valid and binding
on such entity and each other party thereto, (ii) is in full force and effect
unamended, (iii) has not been breached by such entity or any other party
thereto, and (iv) contains no liquidated damages, penalty or similar provision.
DEC has not been notified that any party to any such Contract intends to cancel,
withdraw, modify or amend such Contract. DEC and each other party thereto has
performed all obligations required to be performed by it on or prior to the date
hereof under each Contract or undertaking referred to in this Agreement, and DEC
is not aware of any facts from which it could reasonably conclude that it or any
other party thereto will not be able to perform all obligations required to be
performed by it or such other party subsequent to the date hereof under each
such Contract or undertaking.

3.18     
Personnel. Schedule 3.18 lists the names of all current directors,
officers, employees, independent contractors and consultants of DEC, setting
forth the job title of, and salary (including bonuses and commissions) payable
to each such person. The

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employment of each of DECs employees is at will. DEC has no
obligation (i) to provide any particular form or period of notice prior to
termination, or (ii) to pay any of such employees any severance benefits in
connection with their termination of employment or service. In addition, no
severance pay will become due to any of DECs employees under any agreement,
plan or program as a result of the transactions set forth in this Agreement.

3.19     
Compliance with Laws; Permits.

(a)      DEC
has complied with each law, rule, regulation, judgment order and decree of any
Governmental Authority to which DEC, or DECs business, operations, or assets is
subject and is not currently in violation of any of the foregoing.

(b)      DEC
owns, holds, possesses or lawfully uses in the operation of DECs business all
permits which are in any manner necessary for DECs conduct of its business as
now or previously conducted. DEC is not in default, nor has DEC received any
notice of any claim of default, with respect to any such permits.

3.20     
Brokers or Finders; Professional Fees. DEC has no commitment to, and is
not aware of any commitment to, any agent, broker, investment banker or other
firm or person for any brokers or finders fee or any other commission or
similar fee in connection with any of the transactions contemplated by this
Agreement.

3.21     
Insurance. DEC has in full force and effect as of the Closing Date such
insurance policies as are customary in its industry (including policies
providing property, casualty, employment practices, liability and workers
compensation coverage and bond and surety arrangements) including coverage,
deductibles and ceilings that are reasonable and customary in the industry.
Schedule 3.21 sets forth the following information with respect to each
insurance policy (including policies providing property, casualty, errors and
omissions, employment practices, liability and workers compensation coverage
and bond and surety arrangements) to which DEC is a party, a named insured or
otherwise the beneficiary of coverage:

(a)      the
name of the insurer, the name of the policyholder and the name of each covered
insured;

(b)     
the policy number and the period of coverage;

(c)      the
scope (including an indication of whether the coverage was on a claims made,
occurrence or other basis) and amount (including a description of how
deductibles and ceilings are calculated and operate) of coverage; and

(d)      a
description of any retroactive premium adjustments or other loss-sharing
arrangements.

With respect to each such insurance policy, (i) the policy is
legal, valid, binding, enforceable and in full force and effect and shall remain
in effect through Closing, and (ii) DEC is not, and to DECs knowledge no other
party to the policy is, in breach or

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default (including with respect to the payment of premiums or
the giving of notices), and no event has occurred which, with notice or the
lapse of time or both, would constitute such a breach or default, or permit
termination, modification or acceleration, under the policy.

3.22     
Environmental Compliance.

(a)     
DEC has complied and is in compliance with all Environmental Laws.

(b)      DEC
has no liability, known or unknown, contingent or absolute, under any
Environmental Law, and DEC is not responsible for any such liability of any
other person under any Environmental Law, whether by contract, by operation of
law or otherwise. There are no pending or threatened Environmental Claims, and
neither DEC nor any officer, director or stockholder of DEC has directly or
indirectly received any notice of any Environmental Claim from any Governmental
Authority or any other person or entity or knows or suspects any fact(s) which
might reasonably form the basis for any such Environmental Claim.

3.23     
Representations Complete. None of the representations or warranties made
by DEC herein or in any certificate or other instrument furnished by DEC
pursuant to this Agreement, when all such documents are read together in their
entirety, contains or will contain as of the Closing any untrue statement of a
material fact, or omits or will omit as of the Closing to state any material
fact necessary in order to make the statements contained herein or therein, in
the light of the circumstances under which made, not misleading.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF GSL

GSL      represents
and warrants to DEC, subject to the such exceptions as are specifically
disclosed with respect to specific numbered and lettered subsections of this
Article IV in the Schedules hereto, delivered herewith and dated as of the date
hereof, as follows:

4.1     
Organization and Qualification.

(a)      GSL
is a corporation duly organized, validly existing and in good standing under the
laws of the State of Maryland and has all requisite power and authority to own,
operate and lease its properties and to carry on its business as now being
conducted. GSL is qualified and licensed to do business and is in good standing
as a foreign corporation in each jurisdiction in which the ownership, use,
licensing or leasing of its assets and properties, or the conduct or nature of
its business, makes such qualification, licensing or admission necessary, except
for such failure to be so duly qualified, licensed and in good standing that
would not reasonably be expected to have a material adverse effect on GSL.
Schedule 4.1 sets forth each jurisdiction where GSL is so qualified or
licensed to do business.

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(b)     
GSL has delivered to DEC complete and correct copies of its (i) articles of
incorporation and bylaws, which articles of incorporation and bylaws are in full
force and effect and have not been amended, corrected, restated or superseded in
any way, (ii) minutes of all directors and shareholders meetings, all of which
are complete and accurate as of the date hereof, (iii) stock certificate books
and all other records of GSL, which collectively correctly set forth the record
ownership of all outstanding shares of capital stock and all rights to purchase
capital stock of GSL and (iv) form of stock certificates, option plans and
agreements and rights to purchase shares of capital stock of GSL. GSL is not in
violation, and has not taken any action in violation, of any provisions of its
articles of incorporation or bylaws.

4.2      Authority;
Enforceability. GSL has all requisite power and authority to execute and
deliver this Agreement, to perform each of its obligations hereunder, and to
consummate the transactions contemplated hereby. All actions required on the
part of GSL for such execution, delivery, and performance of this Agreement has
been duly and validly taken. Assuming due execution and delivery by each of the
other parties hereto, this Agreement constitutes the legal, valid, and binding
obligation of GSL enforceable against GSL in accordance with its terms, except
as the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, and other similar laws affecting creditors rights generally and by
general equitable principles.

4.3      No
Conflicts. The execution and delivery by GSL of this Agreement does not, and
the performance and consummation by GSL of the transactions contemplated hereby
will not (i) conflict with such entitys articles of incorporation or bylaws;
(ii) conflict with or result in a breach or violation of, or default under, or
give rise to any right of acceleration or termination of, any of the terms,
conditions or provisions of any note, lease, license, agreement or other
instrument or obligation to which GSL is a party or by which such entitys
assets or properties are bound; (iii) result in the creation of any Encumbrance
on any of the assets or properties of GSL; or (iv) violate any law, rule,
regulation or order applicable to GSL or any of GSLs assets or properties.

4.4     
No Defaults. GSL is not (i) in violation of any provision of its articles
of incorporation or bylaws or (ii) in default or violation of any term condition
or provision of (A) any judicial or governmental decree or order applicable to
GSL or (B) any agreement, note, contract, lease or instrument, permit or license
to which GSL is a party.

4.5     
Consents and Approvals. Except as set forth in Schedule 4.5, no
approval, consent, waiver or authorization of, or registration, declaration or
filing with, exemption by, or any notice to, any Governmental Authority or other
third party is required to by made, obtained, or given by GSL: (a) for or in
connection with the valid execution and delivery by GSL of this Agreement or the
consummation by such party of the transactions contemplated hereby; or (b) as a
condition to the legality, validity or enforceability as against GSL of this
Agreement.

4.6     
Capitalization; Subsidiaries.

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(a)      As
of the date of this Agreement, the authorized GSL Capital Stock consists of (i)
500,000,000 shares of GSL Common Stock, of which 103,241,000 shares are issued
and outstanding, and (ii) 1,000,000 shares of GSL Preferred Stock, of which no
shares are issued and outstanding. All of the issued and outstanding shares of
GSL Capital Stock have been duly authorized and validly issued, are fully paid
and non-assessable, are free of Encumbrances, are not subject to preemptive
rights or rights of first refusal (other than rights in favor of GSL) created by
statute, the articles of incorporation of GSL or any agreement to which GSL is a
party or is bound, and have been offered, issued and sold by GSL in compliance
with all applicable securities laws. Except as set forth in Schedule 4.6,
(i) no subscription, warrant, option, convertible security or other right
(contingent or otherwise) to purchase or acquire from GSL any shares of GSL
Capital Stock is authorized or outstanding, (ii) GSL has no obligation
(contingent or otherwise) to issue any subscription, warrant, option,
convertible security or other such right or to issue or distribute to holders of
any shares of GSL Capital Stock any evidence of indebtedness or assets of GSL,
and (iii) GSL has no obligation or right (contingent or otherwise) to purchase,
redeem, or otherwise acquire any shares of GSL Capital Stock or any interest
therein or to pay any dividend or any distribution in respect thereof.
Schedule 4.6 sets forth the name of each holder of GSL Common Stock,
together with the total number of shares of GSL Common Stock held by each such
stockholder.

(b)     
Except for PaleoTechnology, Inc., a Maryland corporation, GSL has no (and prior
to the Closing will have no) subsidiaries and does not (and prior to the
Closing, will not) otherwise hold any equity, membership, partnership, joint
venture or other ownership interest in any entity.

4.7      Litigation.
There is no Litigation of any nature pending or threatened against or involving
GSL, its subsidiaries, or the transactions contemplated by this Agreement or any
transactions contemplated hereby, nor does GSL have any reasonable basis to
believe that there is any basis for any such Litigation.

4.8     
Compliance with Laws; Permits.

(a)      GSL
has complied with each law, rule, regulation, judgment order and decree of any
Governmental Authority to which GSL, or GSLs business, operations, or assets is
subject and is not currently in violation of any of the foregoing.

(b)      GSL
owns, holds, possesses and lawfully uses in the operation of its business all
permits which are in any manner necessary for GSLs conduct of its business as
now or previously conducted. GSL is not in default, nor has GSL received any
notice of any claim of default, with respect to any such permits.

4.9     
Benefit Plans. Except as set forth on Schedule 4.9, GSL does not
maintain (i) any employee benefit plans (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended, (ii) any stock
option, stock purchase, phantom stock, stock appreciation right, supplemental
retirement, severance, medical, dental, vision care, disability, employee
relocation, cafeteria benefit, dependent care, life

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insurance or accident insurance plans, programs or
arrangements, (iii) bonus, pension, profit sharing, savings, deferred
compensation or incentive plans, programs or arrangements, (iv) other fringe or
employee benefit plans, programs or arrangements.

4.10      Assets.
Except as set forth on Schedule 4.10, GSL does not own or lease any real
or personal property, leasehold improvements or assets other than cash.

4.11     
Contracts.

(a)      Except
for the contracts described in Schedule 4.11, GSL is not a party to or
subject to any contract, arrangement, agreement, license, lease, commitment,
instrument of any nature, written or oral (collectively, the GSL Contracts).

(b)      The
GSL Contracts to which GSL is a party are in good standing and in full force and
effect unamended and no material default or breach exists in respect of any of
them on the part of the parties to them and no event has occurred which, after
giving of notice or the lapse of time or both would constitute such a default or
breach and which would have a material adverse effect on GSL. The foregoing
includes all the presently outstanding GSL Contracts entered into by GSL in the
course of carrying out its operations and all operations related thereto.

4.12     
Personnel. Schedule 4.12 lists the names of all current directors,
officers, employees, independent contractors and consultants of GSL, setting
forth the job title of, and salary (including bonuses and commissions) payable
to each such person. The employment of each of GSLs employees is at will. GSL
has no obligation (i) to provide any particular form or period of notice prior
to termination, or (ii) to pay any of such employees any severance benefits in
connection with their termination of employment or service. In addition, no
severance pay will become due to any of GSLs employees under any agreement,
plan or program as a result of the transactions set forth in this Agreement.

4.13     
Compliance with Laws; Permits.

(a)     
GSL has complied with each law, rule, regulation, judgment order and decree of
any Governmental Authority to which GSL, or GSLs business, operations, or
assets is subject and is not currently in violation of any of the foregoing.

(b)      GSL
owns, holds, possesses or lawfully uses in the operation of GSLs business all
permits which are in any manner necessary for GSLs conduct of its business as
now or previously conducted. GSL is not in default, nor has GSL received any
notice of any claim of default, with respect to any such permits.

4.14     
Brokers or Finders; Professional Fees. GSL has no commitment to, and is
not aware of any commitment to, any agent, broker, investment banker or other
firm or person for any brokers or finders fee or any other commission or
similar fee in connection with any of the transactions contemplated by this
Agreement.

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4.15     
Environmental Compliance.

(a)      GSL
has complied and is in compliance with all Environmental Laws.

(b)      GSL
has no liability, known or unknown, contingent or absolute, under any
Environmental Law, and GSL is not responsible for any such liability of any
other person under any Environmental Law, whether by contract, by operation of
law or otherwise. There are no pending or threatened Environmental Claims, and
neither GSL nor any officer, director or stockholder of GSL has directly or
indirectly received any notice of any Environmental Claim from any Governmental
Authority or any other person or entity or knows or suspects any fact(s) which
might reasonably form the basis for any such Environmental Claim.

4.16      Financial
Condition. GSL has delivered to DEC (i) financial statements prepared by the
management of GSL (balance sheet, statement of operations, and statement of cash
flows), as of September 30, 2005 and for the period from inception until
September 30, 2005 and (ii) the Description of Oil and Gas Properties and
Two-Year Budget of GSL, dated as of February 9, 2006 (the GSL Financial
Statements). To GSLs knowledge, except as otherwise provided in Schedule
4.16 or the GSL Financial Statements, the GSL Financial Statements fairly
present in all material respects the financial condition of GSL as of the dates
indicated therein, subject to normal audit adjustments.

4.17      Representations
Complete. None of the representations or warranties made by GSL herein or in
any certificate or other instrument furnished by GSL pursuant to this Agreement,
when all such documents are read together in their entirety, contains or will
contain as of the Closing any untrue statement of a material fact, or omits or
will omit as of the Closing to state any material fact necessary in order to
make the statements contained herein or therein, in the light of the
circumstances under which made, not misleading.

ARTICLE VREPRESENTATIONS AND WARRANTIES OF GSL
SHAREHOLDERS

The
GSL Shareholders each severally, but not jointly, represents and warrants to
DEC, subject to such exceptions as are specifically disclosed with respect to
specific numbered and lettered subsections of this Article V in the Schedules
hereto, delivered herewith and dated as of the date hereof, as follows:

5.1     
Authority. Such GSL Shareholder has the requisite power and authority to
execute and deliver this Agreement, to perform his, her or its obligations
hereunder and to consummate the transactions to which it is a party that are
contemplated by this Agreement. This Agreement has been duly executed and
delivered by such GSL Shareholder and, assuming this Agreement constitutes a
valid and binding obligation of the other parties hereto, constitutes the legal,
valid and binding obligation of such GSL Shareholder.

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5.2     
The Acquired Shares. Such GSL Shareholder holds of record and owns
beneficially the number of shares of GSL Common Stock set forth next to such GSL
Shareholders name on Schedule 4.6 free and clear of all Encumbrances.

5.3      Accredited.
Such GSL Shareholder is an accredited investor as that term is defined in Rule
501 of Regulation D, as promulgated under the Securities Act of 1933.

ARTICLE VI PRE-CLOSING COVENANTS

6.1     
Conduct of Business of DEC.During the period from the date of
this Agreement and continuing until the earlier of the termination of this
Agreement and the Closing, DEC agrees (unless GSL shall give its prior consent
in writing) to carry on its business in the ordinary course consistent with past
practice, to pay its Liabilities and Taxes consistent with DECs past practices
(and in any event when due), to pay or perform other obligations when due
consistent with DECs past practices (other than Liabilities, Taxes and other
obligations, if any, contested in good faith through appropriate proceedings),
and, to use its best efforts and institute all policies to preserve intact its
present business organization. Except as expressly contemplated by this
Agreement, DEC shall not, without the prior written consent of GSL, take, or
agree in writing or otherwise to take, any of the following actions:

(a)      Cause
or permit any amendments to its articles of incorporation or bylaws;

(b)      Declare
or pay any dividends on or make any other distributions (whether in cash, stock
or property) in respect of any of its capital stock, or split, combine or
reclassify any of DEC Capital Stock or issue or authorize the issuance of any
other securities in respect of, in lieu of or in substitution for shares of its
capital stock, or repurchase or otherwise acquire, directly or indirectly, any
shares of its capital stock;

(c)      Enter
into any Contract, amend or otherwise modify or waive any of the terms of any of
its Contracts;

(d)      Issue,
deliver or sell or authorize or propose the issuance, delivery or sale of, any
shares of its capital stock or securities convertible into, or subscriptions,
rights, warrants or options to acquire, or other agreements or commitments of
any character obligating it to issue any such shares or other convertible
securities;

(e)      Sell,
lease, license or otherwise dispose of or encumber any of its properties or
assets;

(f)     
Incur any indebtedness for borrowed money or guarantee any such Indebtedness or
issue or sell any debt securities or guarantee any debt securities of others;

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(g)      Pay,
discharge or satisfy any claim, Liability or obligation (absolute, accrued,
asserted or unasserted, contingent or otherwise) arising other than in the
ordinary course of business, other than the payment, discharge or satisfaction
of Liabilities reflected or reserved against in the DEC Financial Statements and
reasonable expenses incurred in connection with the transactions contemplated by
this Agreement;

(h)      Make
any capital expenditures, capital additions or capital improvements;

(i)      Adopt
any employee benefit or stock purchase or option plan, or hire any new employee
or any consultant, pay any special bonus or special remuneration to any
employee, consultant or director, increase the salaries, wage rates or
compensation of any employee or consultant;

(j)      Grant
any severance or termination pay (i) to any director or officer or consultant or
(ii) to any other employee or consultant except payments made pursuant to
standard written agreements outstanding on the date hereof and disclosed in
writing to GSL;

(k)      Commence
a lawsuit other than (i) for the routine collection of bills, (ii) in such cases
where it in good faith determines that failure to commence suit would result in
the material impairment of a valuable aspect of its business, providedthat it consults with GSL prior to the filing of such a suit, or (iii) for a
breach of this Agreement;

(l)      Acquire
or agree to acquire by merging or consolidating with, or by purchasing a
substantial portion of the assets of, or by any other manner, any business or
any corporation, partnership, association or other business organization or
division thereof, or otherwise acquire or agree to acquire any assets;

(m)      Make
or change any election in respect of Taxes, adopt or change any accounting
method in respect of Taxes, file any Tax Return or any amendment to a Tax
Return, enter into any closing agreement, settle any claim or assessment in
respect of Taxes, or consent to any extension or waiver of the limitation period
applicable to any claim or assessment in respect of Taxes; or

(n)      Take
or agree in writing or otherwise to take, any of the actions described in
Sections 6.1(a) through (m) above, or any action which would make any of its
representations or warranties contained in this Agreement untrue or incorrect or
prevent it from performing or cause it not to perform its covenants hereunder.

6.2      Notification.

(a)      DEC
shall notify GSL, and GSL shall DEC, of any Litigation pending or, to its
knowledge, threatened against DEC or GSL, as the case may be, which challenges
the transactions contemplated hereby.

(b)      DEC
will provide prompt written notice to GSL of any change in any of the
information contained in its representations and warranties made in Article III,
or any Exhibits or Schedules referred to herein or attached hereto and shall
promptly furnish any

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information which GSL may reasonably request in relation to
such change; provided, however,that such notice shall not operate to
cure any breach of the representations and warranties made in Article III, as
applicable, or any Exhibits or Schedules referred to herein or attached hereto.

(c)     
GSL will provide prompt written notice to DEC of any change in any of the
information contained in its representations and warranties made in Article IV,
or any Exhibits or Schedules referred to herein or attached hereto and shall
promptly furnish any information which DEC may reasonably request in relation to
such change; provided, however,that such notice shall not operate to
cure any breach of the representations and warranties made in Article IV, as
applicable, or any Exhibits or Schedules referred to herein or attached hereto.

6.3      Legal
Requirements. DEC and GSL will, and will cause their respective
representatives (if any) to, take all reasonable actions necessary to comply
promptly with all legal requirements which may be imposed on them with respect
to the consummation of the transactions contemplated by this Agreement and will
promptly cooperate with and furnish information to any party hereto necessary in
connection with any such requirements imposed upon such other party in
connection with the consummation of the transactions contemplated by this
Agreement and will take all reasonable actions necessary to obtain (and will
cooperate with the other parties hereto in obtaining) any consent, approval,
order or authorization of; or any registration, declaration or filing with any
Governmental Authority or other person or entity, required to be obtained or
made in connection with the taking of any action contemplated by this Agreement.
DEC shall take such steps as may be necessary to comply with the securities and
blue sky laws of all jurisdictions which are applicable to the issuance of the
DEC Common Stock in connection with the Exchange. GSL shall use its best efforts
to assist DEC as may be necessary to comply with the securities and blue sky
laws of all jurisdictions which are applicable in connection with the issuance
of DEC Common Stock.

6.4     
Acquisition Proposals. From and after the date of this Agreement, DEC
will not, and shall not authorize or permit any officer, director or employee
of, or any investment banker, attorney, accountant or other representative
retained by DEC to, solicit, initiate or encourage submission of any proposal or
offer (including by way of furnishing information) from any person which
constitutes, or may reasonably be expected to lead to, any Acquisition
Proposal.

6.5     
Further Assurances. DEC and GSL each agree to take such further actions
and execute such other documents as may be reasonably required to fulfill the
conditions to Closing and, after Closing, to fully effect the transactions
contemplated hereby and further secure to each party the rights intended to be
conferred hereby and the other agreements ancillary to the transactions
contemplated hereby.

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ARTICLE VII CONDITIONS TO CLOSING

The
obligations of the parties to effect the transactions contemplated hereby are
subject to the satisfaction at or prior to the Closing of the following
conditions:

7.1     
Conditions to Obligations of GSL and the GSL Shareholders.

(a)      The
representations and warranties of DEC shall be true and correct on the date
hereof and on and as of the Closing Date, as though made on and as of the
Closing Date.

(b)      DEC
shall have performed and complied with each agreement, covenant and obligation
required by it pursuant to this Agreement to be so performed or complied with by
DEC at or before the Closing.

(c)      DEC
shall have delivered to GSL a certificate, dated the Closing Date and executed
by DECs President or any Vice President, as applicable, certifying as to the
fulfillment or the conditions specified in Sections 7.1(a) and 7.1(b) .

(d)     
The Secretary of DEC shall have delivered to GSL at the Closing a certificate
stating that all board of directors and stockholder approvals necessary to
consummate the transactions contemplated by this Agreement have been obtained
and attaching thereto: (i) a copy of the articles of incorporation and bylaws
(as amended through the Closing), certified by such Secretary as the true and
correct copies thereof as of the Closing; and (ii) a copy of the resolutions of
the board of directors and stockholders of such entity, evidencing the approval
of this Agreement and the transactions contemplated hereby.

(e)     
Any and all consents or waivers required from third parties relating to this
Agreement or any of the other transactions contemplated hereby or thereby shall
have been obtained.

(f)      No
claim, action, suit, investigation or proceeding shall be pending or threatened
before any court or governmental agency which presents a substantial risk of the
restraint or prohibition of the transactions contemplated by this Agreement.

(g)      All
authorizations, permits, consents, orders or approvals of, or declarations or
filings with, or expiration of waiting periods imposed by, any governmental
entity necessary for the consummation of the transactions contemplated by this
Agreement shall have been filed, occurred or been obtained.

(h)      DECs
total Liabilities, as of the Closing Date, shall not exceed $275,000 plus any
amounts accrued, but unpaid, under the agreements set forth on Schedule
3.17 from the date hereof until the Closing Date, each of which shall be set
forth on Schedule 7.1(h) (the Assumed Liabilities).

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7.2     
Conditions to Obligations of DEC.

(a)      The
representations and warranties of GSL contained in this Agreement shall be true
and correct on the date hereof and on and as of the Closing Date, as though made
on and as of the Closing Date (except for representations and warranties made as
of a specified date, which need to be true and correct only as of the specified
date).

(b)      GSL
shall have performed and complied in all material respects with each agreement,
covenant and obligation required by this Agreement to be so performed or
complied with by GSL at or before the Closing.

(c)      Any
and all consents or waivers required from third parties relating to the
performance by GSL of its obligations hereunder shall have been obtained.

(d)      No
claim, action, suit, investigation or proceeding shall be pending or threatened
before any court or governmental agency which presents a substantial risk of the
restraint or prohibition of the transactions contemplated by this Agreement.

(e)      All
authorizations, permits, consents, orders or approvals of, or declarations or
filings with, or expiration of waiting periods imposed by, any governmental
entity necessary for the consummation of the transactions contemplated by this
Agreement shall have been filed, occurred or been obtained.

(f)     
GSL shall have delivered to DEC a certificate, dated the Closing Date and
executed by GSLs President or any Vice President, as applicable, certifying as
to the fulfillment or the conditions specified in Sections 7.2(a) and 7.2(b) .

(g)      The
Secretary of GSL shall have delivered to DEC at the Closing a certificate
stating that all board of director approvals necessary to consummate the
transactions contemplated by this Agreement have been obtained and attached
thereto: (i) a copy of the articles of incorporation and bylaws (as amended
through the Closing), certified by such Secretary as the true and correct copies
thereof as of the Closing; and (ii) a copy of the resolutions of the board of
directors of such entity, evidencing the approval of this Agreement and the
transactions contemplated hereby.

(h)      GSL
shall deliver to DEC financial statements, prepared in accordance with GAAP and
applicable regulations of the SEC, required to be filed as an exhibit to the
Form 8-K described in Section 8.1 hereto.

ARTICLE VIII POST-CLOSING COVENANTS

8.1     
Securities Filings. GSL shall be responsible for the preparation, and
filing, of a Form 8-K filing with the SEC disclosing the Exchange and attaching
all required exhibits and financial statements and shall be responsible for
filing audited financial statements in a separate Form 8-K, and shall be
responsible for any and all filings in any jurisdiction where its stockholders
reside which would require a filing with

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a Governmental Authority as a result of the transactions
contemplated in this Agreement. Following the Closing, DEC shall provide full
cooperation and any information GSL may require for inclusion in its filings.

ARTICLE IX INDEMNIFICATION

9.1      Survival
of Representations, Warranties, Covenants and Agreements. Notwithstanding
any right of DEC or GSL (whether or not exercised) to investigate the affairs of
DEC or GSL or a waiver by DEC or GSL of any condition to Closing set forth in
this Agreement, each party shall have the right to rely fully upon the
representations, warranties, covenants and agreements of the other party
contained in this Agreement or in any instrument delivered pursuant to this
Agreement. Unless earlier terminated pursuant to Article X, all of the
representations, warranties, covenants and agreements of GSL, and DEC contained
in this Agreement or in any instrument delivered pursuant to this Agreement
shall survive the Exchange and continue until the fifth anniversary of the
Closing.

9.2     
Indemnification by GSL. Subject to the other provisions of this Article
IX, GSL shall indemnify, defend and hold harmless DEC from and against any and
all costs, expenses, losses, damages and liabilities (including attorneys fees
and expenses) suffered by DEC to the extent resulting from, arising out of, or
incurred with respect to, or (in the case of claims asserted against DEC by a
third party) alleged to result from, arise out of or have been incurred with
respect to (a) any breach of or inaccuracy of any representation or warranty of
GSL, as of the date made or as of the Closing Date of GSL contained in this
Agreement, and (b) any breach of any covenant of GSL contained in this
Agreement.

9.3     
Indemnification by DEC. Subject to the other provisions of this Article
IX, DEC shall indemnify, defend and hold harmless GSL and the GSL Shareholders
from and against any and all costs, expenses, losses, damages and liabilities
(including attorneys fees and expenses) suffered by GSL or the GSL Shareholders
to the extent resulting from, arising out of, or incurred with respect to, or
(in the case of claims asserted against either GSL or the GSL Shareholders by a
third party) alleged to result from, arise out of or have been incurred with
respect to, (a) any breach of or inaccuracy in any representation or warranty as
of the date made or as of the Closing Date of DEC contained in this Agreement,
(b) any breach of any covenant of DEC contained in this Agreement, (c) all
liabilities DEC of any nature whatsoever arising out of, relating to or in
connection with any occurrence, event, incident, action, failure to act or
transaction, whether known or unknown, other than the Assumed Liabilities, and
including, but not limited to, liabilities arising out of, relating to or in
connection with (i) Litigation, (ii) Environmental Claims or (iii) acts or
omissions of DEC or any of DECs employees or agents prior to Closing, and (5)
any Taxes of any kind of DEC in excess of the reserves established therefor.

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9.4     
Indemnification Procedure.

(a)      Notice
to the indemnifying party shall be given promptly after receipt by any
indemnified party of actual knowledge of the commencement of any action or the
assertion of any claim that will likely result in a claim by it for indemnity
pursuant to this Agreement. Such notice shall set forth in reasonable detail the
nature of such action or claim to the extent known, and include copies of any
written correspondence or pleadings from the party asserting such claim or
initiating such action. The indemnifying party shall be entitled, at its own
expense, to assume or participate in the defense of such action or claim. In the
event that the indemnifying party assumes the defense of such action or claim,
it shall be conducted by counsel chosen by such party and approved by the party
seeking indemnification, which approval shall not be unreasonably withheld.

(b)      With
respect to actions as to which the indemnifying party does not exercise its
right to assume the defense, the party seeking indemnification shall assume and
control the defense of and contest such action with counsel chosen by it and
approved by the indemnifying party, which approval shall not be unreasonably
withheld. The indemnifying party shall be entitled to participate in the defense
of such action, the cost of such participation to be at its own expense. The
indemnifying party shall be obligated to pay the reasonable attorneys fees and
expenses of the party seeking indemnification to the extent that such fees and
expenses related to claims as to which indemnification is payable under Sections
9.2 or 9.3, as such expenses are incurred.

(c)      Both
the indemnifying party and the indemnified party shall cooperate fully with one
another in connection with the defense, compromise, or settlement of any such
claim or action, including, without limitation, by making available to the other
all pertinent information and witnesses within its control. No indemnified party
shall settle any action or proceeding without the written consent of the
indemnifying party, and no indemnifying party shall settle any action or
proceeding unless the indemnified party is unconditionally released without any
liability.

(d)     
After the Closing Date, in the event that DEC is required to indemnify a party
pursuant to Section 9.3, DECs indemnity obligation shall be solely effected by
an issuance of shares of DEC Common Stock issuable to GSL or the GSL
Shareholders in the amount of such indemnity obligation (the share value of each
share of DEC Common Stock shall be equal to the last sale price of a share of
DEC Common Stock on the trading day immediately preceding the date DECs
indemnity obligation is due and payable.

(e)      After
the Closing Date, in the event that GSL is required to indemnify DEC pursuant to
Section 9.2, GSLs indemnity obligation shall be solely effected by an issuance
of shares of DEC Common Stock issuable to the shareholders of DEC that held
shares of DEC Common Stock immediately prior to the Closing Date, in the amount
of such indemnity obligation (the share value of each share of DEC Common Stock
shall be equal to the last sale price of a share of DEC Common Stock on the
trading day immediately preceding the date GSLs indemnity obligation is due and
payable.

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9.5     
Limitation on Indemnity. No party shall seek, or be entitled to,
indemnification from any party pursuant to this Article IX to the extent the
aggregate claims made on such indemnifying party exceed an amount equal to
$5,000,000.

ARTICLE X TERMINATION

10.1      Termination.
Notwithstanding anything contained in this Agreement to the contrary, this
Agreement may be terminated at any time prior to the Closing, if the party
seeking to terminate is not then in material default or breach of this
Agreement:

(a)      By
the written consent of the Parties;

(b)      By
either DEC or GSL if there shall have been entered a final, nonappealable order
or injunction of any Governmental Authority restraining or prohibiting the
consummation of the transactions contemplated hereby or any material part
thereof; or

(c)      By
either DEC or GSL if, prior to the Closing Date, the other party is in material
breach of any representation, warranty, covenant or agreement herein contained
and such breach shall not be cured within fifteen (15) days of the date of
notice of default served by the party claiming such material default, provided
that such terminating party shall not also be in material breach of this
Agreement at the time notice of termination is delivered.

(d)      By
either DEC or GSL, with written notice to the other party, if the Closing shall
not have occurred on or before March 31, 2006 (or such later date as may be
mutually agreed to in writing by DEC or GSL), unless the failure of such
occurrence shall be due solely to the failure of the party seeking to terminate
this Agreement to perform or observe its agreements set forth in this Agreement
required to be performed or observed by such party on or before Closing.

10.2      Effect
of Termination. In the event of the termination of this Agreement in
accordance with Section 10.1 hereof, this Agreement shall thereafter become void
and have no effect, and no party hereto shall have any liability to any other
party hereto except for the obligations of the parties hereto contained in this
Section 10.2 and in Sections 2.8, 11.1, and 11.14. In no event shall termination
of this Agreement relieve any party of any liability for breaches of this
Agreement prior to the date of termination.

ARTICLE XI GENERAL PROVISIONS

11.1      Expenses.
Whether or not the transactions contemplated hereby are consummated, all costs
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such expenses.

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11.2      Amendment.
This Agreement may be amended or modified in whole or in part at any time by an
agreement in writing between DEC, GSL, Indemnifying Party, and the GSL
Shareholder Representative.

11.3     
Waiver. Any term or provision of this Agreement may be waived in writing
at any time by any Party, or in the case of the GSL Shareholders, the GSL
Shareholder Representative, provided that such waiver relates to a benefit
solely to the waiving party under this Agreement. Any waiver effected pursuant
to this Section 11.3 shall be binding. No failure to exercise and no delay in
exercising any right, power or privilege shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege preclude
the exercise of any other right, power or privilege. No waiver of any breach of
any covenant or agreement hereunder shall be deemed a waiver of a preceding or
subsequent breach of the same or any other covenant or agreement. The rights and
remedies under this Agreement are in addition to all other rights and remedies,
whether at law, in equity or otherwise, that either party may have against the
other.

11.4      Cumulative
Remedies. The rights and remedies under this Agreement are cumulative and
not exclusive of any other rights, remedies, powers and privileges that may be
available under this Agreement or otherwise.

11.5     
Notices. Unless otherwise provided, any notice required or permitted
under this Agreement shall be given in writing and shall be deemed effectively
given upon personal delivery to the party to be notified or two (2) days
following timely deposit with a reputable international overnight courier with
express delivery instructions at the address indicated below or at such other
address as such party may designate by ten (10) days advance written notice to
the other party pursuant to these provisions.

If to GSL:

GSL Energy Corporation 9 Exchange
Place, Suite 1113 Salt Lake City, Utah 84111 Fax: (801) 596-3242
Attention: Kelly H. Nelson

with copy to:

c/o Patton Boggs LLP 1660 Lincoln
Street, Suite 1900 Denver, Colorado 80264 Fax: (303) 894-9239
Attention: Alan Talesnick

If to the GSL Shareholders:

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MAB Resources LLC c/o Patton Boggs
LLP 1660 Lincoln Street, Suite 1900 Denver, Colorado 80264 Fax:
(303) 894-9239 Attention: Alan Talesnick

If to DEC:

Digital Ecosystems Corp. 1313 East
Maple Street, Suite 223 Bellingham, Washington 98225 Attention: G. Leigh
Lyons, President

11.6     
Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.

11.7     
Governing Law. This agreement shall be governed by, interpreted under,
and construed and enforced in accordance with the laws of the State of Colorado,
without regard to conflicts of law principles.

11.8     
Entire Agreement. The terms of this Agreement (including the Exhibits and
Schedules hereto) and other documents and instruments referenced herein are
intended by the parties as a final expression of their agreement with respect to
the subject matter hereof and thereof and may not be contradicted by evidence of
any prior or contemporaneous agreement. The parties further intend that this
Agreement constitutes the complete and exclusive statement of its terms and that
no extrinsic evidence whatsoever may be introduced in any judicial proceeding,
if any, involving this Agreement.

11.9     
No Third-Party Rights. The parties do not intend to confer any benefit
hereunder on any person, firm or corporation other than the parties hereto.

11.10     
Titles and Headings. Titles and headings of sections of this Agreement
are for convenience of reference only and shall not affect the construction of
any provision of this Agreement.

11.11      Assignment.
This Agreement and the rights, duties and obligations hereunder may not be
assigned (including by operation of law) by any of the Parties without the prior
written consent of the other parties, and any attempted assignment without
consent shall be void.

11.12      Successors
and Assigns. Subject to Section 11.11, this Agreement and the provisions
hereof shall be binding upon each of the parties, their permitted successors and
assigns.

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11.13     
Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this
Agreement and the balance of the Agreement shall be interpreted as if such
provision were so excluded and shall be enforceable in accordance with its
terms.

11.14     
Specific Performance. The parties hereto agree that if any of the
provisions of this Agreement are not performed in accordance with their specific
terms or are otherwise breached, irreparable damage would occur, no adequate
remedy at law would exist and damages would be difficult to determine, and that
the parties shall be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or equity.

11.15     
Certain Interpretive Matters and Definition.

(a)      Unless
the context otherwise requires, (i) all references to Sections, Articles or
Schedules are to Sections, Articles or Schedules of or to this Agreement, (ii)
each term defined in this Agreement has the meaning assigned to it, (iii) or
is disjunctive but not necessarily exclusive, (iv) words in the singular include
the plural and vice versa, (v) the terms subsidiary, affiliate and
associate have the meanings given to those terms in Rule 12b-2 of Regulation
12B under the Exchange Act of 1934, as amended, (vi) each accounting term not
otherwise defined herein has the meaning assigned to it in accordance with GAAP,
and (vii) the word including and similar terms following any statement will
not be construed to limit the statement to matters listed after such word or
term, whether or not a phrase of nonlimitation such as without limitation is
used. All references to $ or dollar amounts will be to lawful currency of the
United States of America.

(b)      No
provision of this Agreement will be interpreted in favor of, or against, either
of the parties hereto by reason of the extent to which either such party or its
counsel participated in the drafting thereof or by reason of the extent to which
any such provision is inconsistent with any prior draft hereof or thereof.

[Signature Page Follows]

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