Exhibit
        10.1

      .


      PARTICIPATION
        AGREEMENT

      


      This
        Participation Agreement is made and effective as of the 26th day of October,
        2005 between the following parties:

      


      Triangle
        Petroleum USA Corporation (hereafter “Triangle”)

      Suite
        1110, 521 3rd
        Avenue
        SW

      Calgary,
        AB T2P 3T3

      


      KEROGEN
        Energy, Inc. (hereafter “Kerogen”)

      Ashford
        Crossing II

      1880
        Dairy Ashford South, Suite 545

      Houston,
        Texas 77077

       

      WHEREAS,
        Kerogen
        is in the business of generating oil and gas prospects;

      


      WHEREAS,
        Triangle is willing to fund the generation of shale gas prospects by Kerogen
        and
        exploit such prospects with Kerogen on the terms set forth herein.

       

      NOW
        THEREFORE, the Parties, intending to be legally bound, agree as
        follows:

       

      I.

      Generation
        of Prospects

      


      1.01 Kerogen
        will generate or identify in the market an initial shale gas Prospect within
        the
        Southern Fort Worth Basin (“SFWB”) which includes the following counties in
        Texas; Johnson, Summerville, Bosque, Hill and Hood. 

       

      1.02  Kerogen
        may generate additional shale gas prospects within the SFWB. Any such additional
        “Prospects” generated by Kerogen during the term hereof shall be offered to
        Triangle on the terms and conditions set forth in this Agreement.

       

      
        
          
          

        

        
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      II.

      Generation
        Funding by Triangle

      


      2.01 Triangle
        will pay Kerogen the sum of $597,600 (plus approved third party expenses)
        for
        generation of shale gas prospects within the SFWB, with the payments to be
        made
        as follows: $300,000 on October 26, 2005; $297,600 on or before October 30,
        2006. 

      III.

      Triangle
        Election

      


      3.01 Except
        for opportunities arising from existing contracts or relationships described
        on
        Schedule 3.01, all Prospects generated, identified or acquired by Kerogen,
        in
        the SFWB, during the Term of this Agreement shall be offered to Triangle.
        For
        the purposes of this Agreement the terms “Prospect” and “Prospect Area” shall
        mean an oil and gas lease or leases in the immediate vicinity of each other
        which will include as a minimum an individual governmental proration area
        for
        potential shale well proposed under this Agreement along with all acreage
        that
        is directly adjacent to such pro-ration area. Triangle will have the opportunity
        to participate in the Prospect for 30% of the interest available to Kerogen
        at
        the time of the Prospect Meeting. This provision is based on the intent through
        this agreement for Kerogen and Triangle to work together to develop Barnett
        Shale Gas projects in the SFWB. 

       

      3.02 Once
        a
        Prospect is generated by Kerogen, the Prospect (with studies) will be presented
        in writing to Triangle, and within thirty (30) days there from the parties
        will
        convene a meeting to discuss the Prospect and a budget for the prospect
        (“Prospect Meeting”). All material presented by Kerogen at the Prospect Meeting
        will be considered “Intellectual Property”. It is also anticipated that during
        the Term of this Agreement Kerogen will identify projects being developed
        by
        third parties, or propose to acquire interests in projects which are already
        in
        the market. If Kerogen evaluates any of these opportunities that it considers
        prospective, it may call a Prospect Meeting (Note: if the opportunity is
        time
        sensitive to the degree that it may not be available later, Kerogen may request
        a Prospect Meeting to occur within 48 hours) to present the opportunity to
        Triangle. For purposes of this Agreement, such opportunity will also be referred
        to and be considered a Prospect. Within fifteen (15) days from the Prospect
        Meeting, Triangle must elect in writing to participate in the Prospect on
        the
        terms contained in this Agreement, or forfeit all rights to such Prospect
        to
        Kerogen. Time is of the essence in Triangle exercising its rights under this
        paragraph 3.02; failure to respond in writing within the time provided shall
        be
        deemed an election not to participate. In the event Triangle accepts the
        Prospect, it will be committing to 30% of Kerogen’s actual, total costs to
        acquire and develop the Prospect. All
        interpretive materials created by Kerogen and presented at the Prospect Meeting
        (“Intellectual Property”), shall remain the sole property of Kerogen until the
        Initial Test Well has been drilled and evaluated in any given Prospect.
        Thereafter Triangle will have earned a non exclusive license in the Intellectual
        Property for each Prospect in which it participates. Triangle shall treat
        all
        Intellectual Property provided to it by Kerogen as confidential. The parties
        will execute a binding confidentiality agreement at the Prospect Meeting.
        Should
        Triangle elect not to participate in any Prospect presented by Kerogen, it
        agrees to keep all information provided at the Prospect Meeting confidential
        and
        further agrees not to acquire any leases or rights to property within the
        Contract Area designated by Kerogen for the Prospect for 2 years from the
        date
        the Prospect Meeting. Should Triangle or any affiliate acquire such interests,
        it agrees to assign such interests to Kerogen upon written request, at no
        cost.

       

      
        
          
          

        

        
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      IV.

      Leasing
        / Acquisition Program

      


      4.01 Once
        a
        Prospect is generated, approved and accepted by Triangle, the parties shall
        immediately define in writing an Area of Mutual Interest (AMI) and Contract
        Area
        around the geographic boundaries of the Prospect for the acquisition of oil
        and
        gas leases. Any party acquiring an interest within the AMI during the term
        of
        this agreement will offer the other party that other party’s percentage interest
        and if that party accepts by agreeing to pay its percentage interest of actual
        costs then the ownership of any leases or properties acquired by either party
        within the Contract Area will be owned:

       

      
        
          
          

        

        
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      Triangle 30%
        (Subject to Kerogen 10% Carried Interest)

      Kerogen 70%

       

      Thereafter,
        the parties shall initiate a leasing program to lease (or farm-in) a block
        of
        prospective acreage within the Contract Area. The parties shall endeavor
        to
        lease between 30,000 and 45,000 acres (or such additional acreage as may
        be
        reasonable). In the event the Prospect is to be acquired by an acquisition
        or
        earned under a farmout or participation arrangement, then Kerogen will take
        such
        actions as are necessary to effect such transaction. Kerogen will take title
        in
        its name, to either the leases or contractual rights as is necessary to
        implement the plan set forth in the Prospect Meeting. At such time as Triangle
        has participated in the Operations necessary to test the Prospect by drilling
        as
        discussed in the Operations section below, Kerogen will prepare and deliver
        recordable assignments to effectively convey 90% of 30% of its interest in
        the
        drill site spacing unit for such well. Kerogen will reserve all rights not
        conveyed in such assignments. Kerogen will either participate for, or secure
        additional participants for 70% of its interest. In the event Kerogen is
        not
        able to place all or a portion of the remaining 70%, it will offer that interest
        to Triangle on the same terms as the 30% (adjusted proportionately to the
        interest so accepted by Triangle), if Triangle accepts the additional interest
        the parties will proceed to develop the Prospect with the necessary adjustments
        being made to this Agreement. In the event the entire interest cannot be
        placed,
        either with Triangle, Kerogen or third parties the Prospect will be treated
        as
        not accepted and the Parties will not pursue it. The 10% of 30% reserved
        to
        Kerogen is a carried working interest that will bear none of the drilling
        nor
        completion costs in any of the wells drilled on any of the Prospects.


       

      
        
          
          

        

        
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      4.02 Triangle
        will fund 30% of all of Kerogen’s actual costs for leasing and acquisition
        activities related to the Prospect. Kerogen may provide Triangle with a cash
        call representing Kerogen’s estimate of costs and expenses to be incurred during
        the next succeeding calendar month. Triangle agrees to pay such cash call
        invoice within 10 business days of receipt. In the event Triangle shall fail
        to
        pay either an actual invoice or a cash call as provided hereunder, Kerogen
        may
        tender a default notice in writing; if within thirty days of said notice
        the
        payment is not received, Kerogen may elect to hold Triangle non-consent as
        provided for under the Operating Agreement, or Kerogen may deem that such
        default is an election to reject the Prospect, if drilling has not yet commenced
        thereon. Triangle will have rights to audit the invoices pursuant to the
        Operating Agreement, should it dispute any invoice.

       

      4.03 Kerogen
        will be responsible for overseeing and directing the leasing or acquisition
        program. Triangle will be consulted on both the budget and terms being accepted
        for the leases and contracts being secured in the Contract Area. Should either
        party want to acquire a lease, the terms of which the other party does not
        want
        to accept, it shall have the right to do so. If such lease is acquired for
        those
        terms, then that lease shall be excluded from the contract area of the Operating
        Agreement described in Article VI. Triangle will have full rights to access
        the
        lease and title data within any Prospect to assure itself that title and
        environmental conditions of the properties being acquired are acceptable
        to
        Triangle. Triangle is hereby waiving any claims of action it may have against
        Kerogen as Kerogen performs its duties and carries out its obligations
        hereunder, unless Kerogen is grossly negligent or performs acts of willful
        misconduct. Any assignment(s) delivered pursuant to the terms of this Agreement
        will be without warranty of title except by through and under Kerogen.


       

      
        
          
          

        

        
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      V.

      Kerogen
        Election

      


      5.01 Kerogen
        shall have the right and option; at any time to exchange the 10% carried
        interest reserved above to a proportionately reserved 3% overriding royalty,
        proportionately reduced to the Triangle 30% working interest. 

       

      VI.

      Operations

      


      6.01 Once
        a
        Prospect is accepted, the parties will enter into an Operating Agreement
        as
        described in paragraph 6.02. The Contract Area of which will be defined in
        the
        Prospect Meeting. Kerogen will be carried for 10% working interest
        (proportionately reduced to Triangle’s interest) through the tanks (or through
        the sales line in the event of a gas well) in all wells drilled within the
        Contract Areas, during the term of the Joint Operating Agreement for that
        Contract Area. Kerogen or a mutually acceptable third party will be designated
        as the Operator for the Contract Area for any Prospects.

       

      6.02
         All
        operations shall be conducted under the 1982 A.A.P.L. Model Form Operating
        Agreement (Operating Agreement). Each Contract Area shall have a separate
        Operating Agreement signed by the parties. In lieu of non-consent penalties
        in
        the operating agreement, should Triangle not timely elect to participate
        in a
        subsequent well, it shall be deemed to have relinquished its interest in
        the
        well and all leasehold acreage not previously assigned within the Contract
        Area
        to Kerogen. 

       

      
        
          
          

        

        
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      VII.

      Term

      


      7.01 This
        Agreement shall continue for a Term expiring October 26, 2007. (The term
        of the
        Operating Agreement(s) referenced in paragraph 6.02 shall be as set forth
        in
        each Operating Agreement).

       

      VIII.

      No
        Partnership

      


      8.01 This
        Agreement does not create, and is not intended to create, a partnership or
        joint
        venture between the parties, or a fiduciary or special relationship between
        the
        parties. 

      


      IX.

      Limitation
        of Assignment

      


      9.01 Without
        the prior written consent of the other Party, the rights and privileges of
        this
        Agreement, or any Prospect, or rights to any Contract Area generated pursuant
        to
        the terms hereof, may not be shown or sold by any party. Such consent may
        not be
        unreasonably withheld. This Limitation of Assignment provision will terminate
        upon the completion of the first well for each Contract Area as to that Contract
        Area. Any Assignment of any interest acquired pursuant to the terms of this
        Participation Agreement will be made specifically subject to the terms and
        provisions of this Participation Agreement.

      


      X.

      Entire
        Agreement and Amendments

      10.01 This
        Agreement constitutes the entire understanding between the parties with respect
        to the subject matter hereof, and supersedes all other agreements written
        or
        oral between the parties with respect to such subject matter. This Agreement
        may
        not be changed, modified or amended except by a written agreement between
        the
        Parties, which specifies that it amends this Agreement.

       

      XI.

      Arbitration

      


      11.01 Any
        disputes arising out of or related to this Agreement must be arbitrated in
        accordance with the rules for commercial arbitration disputes for the American
        Arbitration Association.

       

      
        
          
          

        

        
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      XII.

      Notice

      


      12.01 All
        notices authorized or required to be given pursuant to this Agreement shall
        be
        in writing and may be delivered by hand, mailed by first class airmail, sent
        by
        telecommunication, or overnight delivery to the address set forth in this
        Agreement.

       

      The
        notice shall be deemed to have been given and received:

      
        	a.  	
                if
                  delivered, on the day on which it was delivered, excluding Saturdays,
                  Sundays and statutory holidays; or 

              


      

      
        	b.  	
                if
                  mailed, on the days received, or

              


      

      
        	c.  	
                if
                  sent by telecommunication, on the first business day following
                  the day it
                  was dispatched.

              


      

       

      A
        party
        may change its address for the receipt of notices at any time by giving written
        notice thereof to the other party.

       

      XII.

      Counterpart
        Execution

      


      This
        Agreement may be executed in multiple counterparts.

       

      
        
          
          

        

        
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	 	Triangle
                  Petroleum USA Corporation 
	 
 	 
 	 
 
	 	By:  	/s/ RON
                  HIETALA
	 	
                  
                    

                  

                  Ron Hietala

                  President

                
	 	 


        

      

       

      
        	 	 	 
	 	KEROGEN
                RESOURCES, INC.
	 
 	 
 	 
 
	 	By:  	/s/ THOMAS
                HARRIS
	 	
                
                  

                

                Thomas Harris

                President

              
	 	 


      

       

      
        
          
          

        

        
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      Schedule
        3.01

      Contracts
        and relationships

      


      Attached
        to and made a part of that 

      certain
        Participating Agreement dated October 26, 2005

      by
        and
        between Kerogen Resources, Inc and Triangle Petroleum USA Corp.

       

      1. Kerogen
        entered into a Participation Agreement dated October 26, 2005 with Reichmann
        Petroleum, Inc. (“Reichmann Agreement”). The Reichmann Agreement and the rights
        and interests derived therefrom are excluded from the terms of this Agreement.
        This Agreement affects less than 7,000 acres lying partially in the
        SFWB.

      


      2. Kerogen
        with others has formed an acquisition affiliate called Kerogen Resource Energy
        Acquisition Company (Delaware) (KREAC). This company while having some common
        management has a different capital structure, and operational directive.
        Its
        activities and business are not included in this transaction. It is a producing
        property acquisition vehicle. It may make acquisitions in the SWFB Area.
        It will
        use different criteria to evaluate its acquisitions than are described in
        Exhibit “A”. By Triangle’s execution hereof, Triangle acknowledges and waives
        any claim to any of the activities, properties or assets of said KREAC. There
        will be one exception to the foregoing, in that if said KREAC offers Kerogen
        an
        opportunity that Kerogen proposes at a Prospect Meeting then Triangle will
        have
        the opportunity to participate hereunder. 

      


      


      
        
          
          

        

        
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