**PURCHASE
      AND SALE & EXPLORATION AGREEMENT**








**THIS
      AGREEMENT** is
      made
      and entered into effective the 1st day of March **,** 2004, **** by
      and
      between **CENTURY RESOURCES, INC,** a
      Delaware corporation, maintaining **** offices
      at 5851 San Felipe Suite 775, **** Houston,
      Texas 77057, herein referred to as “Century” and **AQUATIC
      CELLULOSE INTERNATIONAL CORPORATION,** a
      Nevada
      corporation, with offices at 2504-43 rd Street
      Suite 5, Vernon, B.C. Canada, V1T 6L1, herein referred to as "Aquatic".





WHEREAS,
      Century is the owner of certain producing and undeveloped Oil and Gas Leases,
      exploration prospects and 3-D seismic prospect leads, collectively referred
      to
      as the “Subject Properties”, which are more particularly described on Exhibits
“A” and “A-1” attached hereto, which are located in Matagorda, Wharton, Jackson,
      and McMullen Counties, Texas; and





WHEREAS,
      Aquatics desires to obtain an option to participate with Century in drilling
      of
      certain prospects and to acquire certain portion of Century’s rights, titles and
      interest in and to said Oil and Gas Leases, subject to the terms, conditions,
      reservations and limitations provided hereafter, and to participate with Century
      in the acquisition and development of certain lands leased or to be leased
      by
      Century. Century and Aquatics have agreed to certain preferential rights and
      options in connection with the development of the Oil and Gas Leases as
      hereinafter provided,





NOW,
      THEREFORE, for and in consideration of the premises and of the mutual covenants
      and Agreements herein contained, during the initial term of this Agreement
      and
      during any renewal or extension of the term of this Agreement, it is hereby
      agreed by and between the parties hereto as follows:





**I.
      The Hamill Lease.** Subject
      to and in accordance with the terms and conditions of this Agreement, Century
      agrees to sell, convey, assign, transfer and deliver to Aquatic and Aquatic
      agrees to purchase from Century as of the Effective Date of March 1, 2004,
      twenty percent (20%) of Century’s right, title and interest, in and to the
      following (the "Hamill Lease"):





**A.**
            Within
                fifteen (15) days after the receipt from Aquatic of the timely cash
                payment provided for below, Century shall execute and deliver to
                Aquatic
                an assignment for its twenty percent (20%) ownership percentage,
                in and to
                the Hamill Oil and Gas Lease including**a**ny
                and all other interests currently owned or to be obtained by Century
                as of
                the Effective Date, including all payments, ownership and accrued
                revenue
                due from any source relating to said Oil and Gas
                Lease.








**B.** Said
      assignment shall be effective as of March 1, 2004, and shall be subject to
      the
      following terms, conditions, reservations and limitations:


1.
            The
                above mentioned assignment shall be made without warranty of any
                kind,
                express or implied, except that Century shall warrant title to the
                oil and
                gas leases by, through and under itself, but not
                otherwise.


2.
            Said
                assignment shall be made subject to the terms, covenants and conditions
                of
                the following:


a.
            The
                oil and gas leases; and


b.
            This
                Agreement; and


c.
            That
                certain unrecorded Operating Agreement, to be executed by and between
                the
                parties, (copy attached hereto as Exhibit “B”), when this Agreement is
                executed.


d.
            The
                interest assigned shall be a 20% working interest and 16% net revenue
                interest; subject to its proportionate share of all royalties, overriding
                royalties, production payments and other leasehold burdens created,
                reserved, excepted or assigned in any of the instruments referred
                to in
                paragraph 2 hereinabove.





C.
            **Cash
                Payment**.
                As partial consideration hereunder, Aquatic shall pay unto Century
                the
                total amount of**$580,000.00**.
                Allocated to the various interests to be acquired being 50% to the
                Hamill
                lease acquisition and 50% for the option rights under Section II
                below.




D.
            **Payment
                of Cash Consideration**.
                Payable by Aquatic to Century as
                follows:





a.
            Eighty
                Thousand Dollars**($80,000.00**)
                in the form of a wire transfer. Receipt of this deposit is acknowledged
                by
                Century.


b.
            The
                balance of the purchase price of**$500,000.00**payable from Aquatic to Century in the form of a bank cashier’s check or
                wire transfer upon presentation of an Invoice by Century. Payment
                due and
                payable per paragraph E. below.


.


**E.** **Closing** .
      The
      sale and purchase of the Property pursuant to this Agreement (the "Closing")
      shall be consummated and take place at the offices of Century Resources, Inc., **after**  **March
      15, 2004 but on or before March 19, 2004** ,
      or at
      such place and time as may be mutually agreed upon in writing by the Parties
      (the "Closing Date").




2





(a)  Aquatic
      shall deliver to Century at or before the Closing the remaining amount of the
      Purchase Price in certified funds or by wire transfer pursuant to Century’s
      written instructions in accordance with **paragraphs C. D. and E.** ;
      and
      such other instruments or documents as Buyer may reasonably request of Seller
      to
      consummate the transaction contemplated herein.





(b)  Seller
      shall deliver to Buyer at the Closing an original executed Assignment, in the
      form requested by Buyer and such other instruments or documents as Seller may
      reasonably request of Buyer to consummate the transaction contemplated
      herein.





(c)  **Effective
      Date** .
      The
      conveyance from Century shall be effective as of **March 1,
      2004** ,
      at
      7:00 a.m. Central Standard Time (“Effective Date”).





**F.**  **Effect
      of Failure to Perform by Aquatic:**





Should
      Aquatic fail to comply with the above specified commitment to make the required
      cash payment to Century within the time guidelines noted above, then Aquatic
      shall be deemed to be in default under this Agreement, and any of Aquatic’s
      rights (earned or to be earned) hereunder and under the Operating Agreement
      shall ipso facto terminate. Upon the occurrence of such non-performance, there
      shall be an automatic reversion to Century of any rights, titles and interests
      that were scheduled to be conveyed to Aquatic. In such event, the cash deposit
      of $80,000.00 paid by Aquatic pursuant to this Agreement shall be retained
      by
      Century, not as a penalty, but as the good-faith agreement of the parties hereto
      to liquidate their damages in the event Aquatic fails to perform pursuant to
      this Agreement.





In
      addition, the Parties agree that if the transaction does not close in the
      allotted time frame noted in paragraph **D** .
      above,
      that the parties shall negotiate a mutually agreeable written extension to
      close
      not to exceed past **March
      26, 2004** .
      If
      closing occurs between March 20, 2004 and March 26, 2004, (not later than March
      26, 2004), the balance of the purchase price required under paragraph **D.
      section b.** above,
      will increase by ten percent (10%), to **$550,000.00** .





**G.**  **Operator.**





Century
      shall be designated as the Operator of the oil and gas properties subject to
      this agreement and any wells drilled pursuant to this Agreement and shall have
      full control over drilling and other operations at all times.


3





**H.**
            **Operating
                Agreement:**





It
      is
      agreed that within five (5) days of the execution of this Agreement by the
      parties, each shall execute the Operating Agreement (copy attached hereto as
      Exhibit “B”), and the Operating Agreement shall become effect as of that date as
      to all operations and other activities conducted on the “Contract Area”
described therein. Notwithstanding anything to the contrary contained herein
      or
      in the Operating Agreement, in the event of conflict or inconsistency between
      the terms and provisions of this Agreement and those of the Operating Agreement,
      it is stipulated that the terms and provisions of this Agreement shall
      prevail **.**





**II.
      Option on New Projects and Exploration Drilling Participation.**





Subject
      to and in accordance with the terms, provisions and conditions set forth in
      this
      Agreement, Aquatic shall have an exclusive- non-transferable right, but not
      the
      obligation, to participate with Century, by acquiring up to fifty
      percent (50%) of the
      interest made available to Century, in any new producing property acquisitions,
      undeveloped oil and gas lease acquisition, participation in new drilling
      prospects ( exploration or development drilling) and other oil and gas
      acquisition, leasing or development activities undertaken by Century during
      the
      Term of this Agreement. Aquatic will have the option to participate on mutually
      agreeable terms, and will pay its pro-rata share of project expenses. If Aquatic
      elects, at it sole discretion, to participate in any of these future projects
      or
      prospects, Aquatic will reimburse Century for its pro-rata share of any third
      party expenses incurred by Century relating to the individual projects. Aquatic
      will make its election to participate, on a project-by-project basis as they
      are
      presented to Aquatic by Century. Aquatic will exercise this preferential right
      of participation within a period of **30
      days** after
      receipt of notice and project summary information from Century as each
      individual project is presented, **OR** a
      shorter time period - if a time period less than 30 days has been imposed on
      Century to elect, by a third party.





If
      Aquatic declines to participate or rejects any individual project or prospect,
      within the allotted time period to respond, then Century shall own the project
      or prospect free and clear of this Agreement, and Century shall have the right
      to market same to third parties without any further obligation to
      Aquatic.


4





**A.** **Project
          Areas.**





Areas
      included in this option for participation include but are not limited to the
      following:





a.
            **Wharton
                and Jackson Counties Texas**,
                Viking Exploration 3D drilling program participation for drilling
                of new
                wells on acreage to be acquired by
                Century.


b.
            **Brookshire
                Dome- Waller County, Texas**drilling of new wells on acreage Century currently owned or to be
                acquired
                by Century.


c.
            **Tenna
                Field, Wharton County, Texas**,
                drilling of new wells on acreage currently owned or to be acquired
                by
                Century.


d.
            **San
                Miguel Creek Field , McMullen County, Texas**,
                drilling of new wells on acreage currently owned or to be acquired
                by
                Century


e.
            **Future
                new production and property acquisitions**.
                On terms outlined in this
                agreement.





**B.** **Stock
      Consideration for this Option on New Projects and Exploration
      Drilling.**





As
      partial consideration hereunder, Aquatic shall deliver unto Century shares
      in
      Aquatic Cellulose International Corp.,, as detailed on **Exhibit
      “C”** attached
      hereto and made a part of this Agreement. At Century's request, Century’s share
      allocation may be issued to others and will be subject to the same terms,
      conditions and restrictions as Century’s shares.





**C. General
      Provisions.**





**1.** **Right
      to Join in Sale of Interests to Third Parties.**  Aquatic
      and Century agree that if either party should offer any of their oil and gas
      interests hereunder for sale to any third parties (excluding the shares in
      II.
      B. above) , they will grant the other party the option of including their
      interests free of cost in such sales.





**2.** **Preferential
      Right to Purchase** .  Subject
      to the terms of this Agreement, Aquatic and Century shall each have a recurring
      preferential right to purchase the other parties interest in proposed sale
      of
      any interest acquired under this Agreement. Before entering into a sales
      contract with a purchaser, Century or Aquatic will promptly give written notice
      of the proposed sale, describing all relevant details, including a draft of
      the
      proposed contract. Each party shall have fifteen (15) days after receipt of
      the
      notice within which to elect to contract to purchase or designate an alternate
      purchaser, on the same terms contained in the notice, or on terms more
      favorable. If any party fails to notify the selling party of its election within
      the fifteen (15) day period, or elects not to purchase, the selling party may
      enter into the proposed contract on the same terms contained in the notice
      to
      the other party. If, for any reason, either party does not enter into the
      proposed contract on the terms contained in the notice and permitted by this
      Agreement, or if the proposed contract executed terminates, expires or is
      renegotiated, in whole or in part, the preferential right shall apply again
      and
      in accordance with this Agreement and the Operating Agreement. Aquatic’s
      continued compliance with all terms of this Agreement and the Operating
      Agreement is a condition to Aquatic preserving this preferential right to
      purchase Century’s interest offered to a third party.


5








**3.** **Term.** The
      term
      of Section
      II Option on New Projects and Exploration Drilling Participation under this Agreement
      shall be for a period of one
      (1) year beginning March 1, 2004. Activation of this Option is dependent on Century
      receiving funds per the Closing outlined in **Section
      I paragraph D of** this
      Agreement. Aquatic will have the option to renew this Agreement for two (2)
      additional one-year period by notifying Century in writing, on or before the
      expiration of the first and second year option period. If Aquatic fails to
      give
      such notice, this Agreement will automatically terminate as to the preferential
      right of Aquatic to participate in any new projects developed by Century, after
      the end of the active one year option period, with no further obligations or
      liabilities on the part of either party, except for existing obligations under
      the Operating Agreement or for projects and properties jointly owned, or any
      work or acquisition in progress as of said termination date. After the closing
      outlined in Section I paragraph D., Aquatic at its sole discretion may at any
      time thereafter terminate this Agreement by delivering written notice to Century
      of Aquatic’s election to terminate this Agreement, whereupon this Agreement will
      terminate without further obligation or liabilities on the part of Century
      or
      Aquatic, except those obligations for any work in progress, and for those
      obligations set forth in the Operating Agreement.





**4.** **No
      Partnership.**  This
      Agreement shall not be construed as creating a partnership between the parties
      hereto or rendering them liable as co-partners or as authorizing any of the
      parties to act as the agent, servant or employee of the other party hereto
      for
      any purpose whatsoever, except to he extent Century as Operator is authorized
      to
      do so under the terms of the Operating Agreement attached as Exhibit”B”. The
      parties liabilities shall be several, not joint or collective.





**5.** **Time
      is of the essence of this Agreement** .





**6.** **Representations
      by Century.** Century
      represents and warrants that the following statements are true and correct
      at
      the date hereof and at the Closing Date in all material respects, Century shall
      perform and comply in all material respects with all covenants and conditions
      herein required:





**a.** **Organization
      and Authority.** Century
      Resources, Inc. a Delaware corporation is duly organized, in good standing,
      and
      qualified to own mineral interests in the state where the Property is located
      and has the power and authority to carry on its business as presently conducted,
      to own and hold the Property, to sell the Property and to perform all
      obligations required by this Agreement.


**7.** **Representations
      by Aquatic** .
      Aquatic
      represents to Century that the following statements are true and correct and
      shall be true at and as of the Closing Date in all material respects, Buyer
      shall perform and comply in all material respects with all covenants and
      conditions herein required.


6





**a.** **Organization
      and Authority.** Aquatic
      is a Nevada corporation, in good standing, and qualified to carry on its
      business in the state where located and has the power and authority to carry
      on
      its business as presently conducted, to own, purchase and hold the Property,
      and
      to perform all obligations required by this Agreement.





**b.** **Aquatic’s
      Investigations.** Subject
      to any required consent of third parties, Seller agrees to allow Buyer and
      its
      authorized representatives to conduct inspections or investigations on or with
      respect to the Property without limitation. Buyer agrees that it will hold
      in
      trust, keep confidential, and not disclose to any third party or make any use
      of
      any confidential information obtained from Seller except to the extent necessary
      to complete its investigations described herein unless the purchase and sale
      contemplated herein is accomplished and the Property is transferred to Buyer. *Aquatic
      stipulates that it has knowledge and experience in financial and business
      matters that enable it to evaluate the merits and risks of the transactions
      contemplated by this Agreement and that the parties are not in a significantly
      disparate bargaining position.*





**8.** **Title.**  Seller
      warrants title to the interest being conveyed to Buyer against all persons
      lawfully claiming, or to claim, all or any portion of the ownership of Century
      Resources, Inc., or the oil and gas leases. Seller will convey to Buyer, to
      the
      full extent transferable, the benefit of and the right to enforce title
      warranties, which Seller is entitled to enforce.


.


**9.** **Notices** .
      All
      notices and communications required or permitted under this Agreement shall
      be
      in writing, delivered to or sent by U.S. Mail or Express Delivery or Federal
      Express, postage prepaid, by prepaid telegram, or acknowledged facsimile,
      addressed as follows:





Edward
      R.
      DeStefano


Century
      Resources, Inc.


5851
      San
      Felipe, Suite 775


Houston,
      Texas 77057 713-266-4344    Fax
      713-266-4358





Sheridan
      Westgarde


Aquatics
      Cellulose International Corporation


2504-
      43 rd Street,
      Suite 5


Vernon,
      B.C.


Canada,
      V1T 6L1  250-558-4216    Fax
      250-558-3846





**10.** **Parties
      in Interest.** This
      Agreement shall inure to the benefit of and be binding upon Seller and Buyer
      and
      their respective heirs, successors and assigns. However, no assignment by any
      party shall relieve any party of any duties or obligations under this Agreement.
      Specifically, to the extent Aquatic assigns or transfers any or all of its
      interest in this Agreement, Aquatic shall remain liable for all obligations
      arising under this Agreement to the same extent that it was liable before said
      assignment or transfer. Aquatic may not assign it interest in this agreement
      to
      any party without the express written consent of Century, which consent may
      be
      withheld at Century’s sole discretion.


7








**11.** **Headings
      for Convenience** .
      The
      paragraph headings used in this Agreement are inserted for convenience only
      and
      shall be disregarded in construing this Agreement.





**12.** **Entire
      Agreement.** This
      Agreement and all exhibits hereto, shall constitute the entire contract and
      agreement of Century and Aquatic and shall supersede, replace and override
      any
      and all prior discussions, correspondence, and agreements between them as to,
      and only as to, the contemplated operations, promises, and agreements as
      specifically provided for herein.. Century and Aquatic agree that as to the
      matters contemplated and provided for herein, there are no undertakings,
      obligations, promises, assurances, agreements or conditions, whether precedent
      or otherwise, except those specifically set forth in this Agreement and in
      the
      exhibits attached hereto. Other than as prescribed herein, no amendment,
      modification, termination or cancellation of this Agreement shall be effective
      unless in writing and signed by the Parties.





**13.** **Disputes
      and Applicable Laws.** Should
      any party to this Agreement bring an action, including a lawsuit, against any
      other party to this Agreement (or any of its directors, officers, employees
      and
      agents) to enforce or interpret any term or condition of this Agreement, then
      the prevailing or substantially prevailing party in such action shall be
      entitled to recover an amount for reasonable attorneys fees in addition to
      any
      costs awarded by judgment. This Agreement shall be governed exclusively by,
      and
      construed according to, the laws of the State of Texas. The venue for any
      litigation or dispute shall be Harris County, Texas.





**14.**  **No
      Waiver.** No
      waiver of any of the provisions of this Agreement shall be deemed or shall
      constitute a waiver of any other provisions, whether similar or not, nor shall
      a
      waiver constitute a continuing waiver or a precedent to make similar waivers
      in
      the future. No waiver shall be binding unless executed in writing by the party
      making the waiver.





**15.** **Survivorship
      of Provisions.** If, for
      any reason, any provision or part of this Agreement is determined to be invalid
      or contrary to, or in conflict with, any existing or future law or regulation
      as
      determined finally by a court or agency having competent jurisdiction, then
      the
      Parties agree that such provision or part thereof shall be amended and/or
      modified to the minimum extent necessary to make such provision or part thereof
      valid or enforceable, unless to do so would alter materially the rights, duties
      and/or obligations of the Parties hereto. Any such amendment or modification
      shall not impair the operation or affect the remaining provisions of this
      Agreement and such remaining provisions will continue to be given full force
      and
      effect and bind each party unless the necessary amendment or modification would
      alter materially the rights, duties and/or obligations of the Parties hereto
      in
      which case this Agreement shall terminate unless otherwise agreed by the Parties
      hereto.


8





**16.** **Further
      Assurances.** After
      Closing, Seller and Buyer agree to take such further actions and to execute,
      acknowledge and deliver all such further documents that are necessary or useful
      in carrying out the purposes of this Agreement or of any document delivered
      pursuant hereto.





**17.** **Third
      Party Beneficiaries** .
      There
      are no third parties who are intended to be beneficiaries of this
      Agreement.





**18.**  **Confidentiality** **.** Due to
      the confidentiality of certain aspects of Century’s business, and proprietary
      nature of certain non public information and data, which is acknowledged by
      all
      parties hereto, Aquatic and its agents will not disclose to any person, without
      the prior written consent of Century, any confidential information and any
      information about the proposed transaction, or the terms or conditions or any
      other facts relating thereto. except as required in connection with any
      financing, Aquatic shall keep confidential all information regarding this
      agreement, contracts, financial, geological, engineering and related
      information.








**IN
      WITNESS WHEREOF, THIS AGREEMENT SHALL BE EFFECTIVE AS OF March 1,
      2004.**





**EXECUTED
      this __17th__ day of March, 2004.**








**CENTURY
                RESOURCES, INC**
            **Aquatics
                Cellulose International Corporation**/s/
                Edward R. DeStefano
            /s/
                Sheridan WestgardeEdward
                R. DeStefano, President
            Sheridan
                Westgarde, CEO











9


**EXHIBIT
      “A”**





Attached
      to and made a part of that certain Purchase and Sale & Exploration Agreement
      between Century Resources, Inc, and Aquatic Cellulose International Corporation
      effective March 1, 2004.








**OIL,
      GAS AND MINERAL LEASE:**





DATE:
            APRIL
                16, 1951LESSOR:
            Hamill
                & Hamill, a partnership composed of Claud B. Hamill and P.R.
                Hamill,Trustees,
                and Dorthy Stoner Parker, and husband, Ed G. ParkerLESSEE:
            Frank
                HawkinsLand:
            3,645.61
                Acres, more or less, William Baxter Survey, A-4Recorded:
            Volume
                225, Page 290, DRAmended:
            Volume
                543, Page 7(“Hamill
                Lease”)





**SUBSURFACE
      EASEMENTS** ( Lot
      and block references are to the Sargent Beach Subdivision, William Baxter
      Survey, A-4, recorded at Volume 3, Page 5, Plat Records, Matagorda County,
      Texas):





1.
            Date:
            August
                17, 2001Grantor:
            Michael
                W. CollierGrantee:
            Calpine
                Natural Gas CompanyLand:
            Lots
                14, 15,16,17,18,19,20,21,22,23,24,25,26,27,28, &29, Block
                1Recorded:
            Volume
                629, Page 754, DR2.
            Date:
            August
                14, 2001Grantor:
            Michael
                Andrew Hankis and Amanda Grace HankinsGrantee:
            Calpine
                Natural Gas CompanyLand:
            Lots
                14, 15,16,17,18,19,20,21,22,23,24,25,26,27,28, &29, Block
                1Recorded:
            Volume
                629, Page 756, DR3.
            Date:
            May
                29, 2001Grantor:
            Deborah
                Jean PerkinsGrantee:
            Calpine
                Natural Gas CompanyLand:
            Lots
                33,34,35 & 36 Block 24Recorded:
            Volume
                628, Page 417, DR


10





4.
            Date:
            July
                16, 2001Grantor:
            Mitchell
                MelnyczukGrantee:
            Calpine
                Natural Gas CompanyLand:
            Lots
                2 & 3, Block 3Recorded:
            Volume
                628, Page 4395.
            Date:
            August
                8, 2001Grantor:
            United
                States Department of the ArmyGrantee:
            Calpine
                Natural Gas CompanyLand:
            Portion
                of Tracts 503 and 504Recorded:
            Unrecorded





**NORTEX
      FARMOUT and OPERATING AGREEMENT** :





Seismic
      Option Farmout Agreement dated March 19, 1998, between Nortex Corporation and
      Sheridan Energy, Inc., amended September 14, 1999, May 19, 2000, January 23,
      2001 and May 7, 2001, which may be subject to the operating agreement dated
      January 16, 1961, between J.S. Michael Company and Gulf Oil
      Corporation.





**WELL** S:





All
      producing, shut-in, inactive and salt water disposal wells on Hamill &
Hamill Lease to all depths.





**FACILITIES:**





All
      personal property, equipment, fixtures, facilities and materials associated
      with
      the wells listed above, including without limitation, pipelines, tanks,
      saltwater disposal, gathering systems and dehydrations systems.














11


**EXHIBIT
      “A-1”**








Attached
      to and made a part of that certain Purchase and Sale Agreement between Century
      Resources, Inc, and Aquatic Cellulose International Corporation as ,dated March
      1, 2004. Leases owned by Century Resources, Inc., includes but is not limited
      to
      the following:





**1.**
            **Leases:
                Tenna Field, Wharton County,
                Texas:**





**LESSOR**
            **LESSEE**
            **DATED******
            ******Vol.
                Page******
            **Recorded****Brothers
                Cattle Company, Inc.**
            **J.Charles
                Hollimon, Inc.**
            **05/01/90**
            **830**
            **430****Emil
                J. Hillje**
            **E.W.
                Ogden**
            **09/30/52**
            **255**
            **446****Kathryn
                Murray, Guardian Estate Of Jack B. Howard, Jr.**
            **E.W.
                Ogden**
            **09/04/53**
            **263**
            **213****Brothers
                Cattle Company, Inc.**
            **Hardwick
                Oil Co.**
            **12/23/91**
            **30**
            **261****Brothers
                Cattle Company, Inc.**
            **Hardwick
                Oil Co.**
            **06/17/92**
            **24**
            **17**











**2.**
            **San
                Miguel Creek Field, McMullen County,
                TX:**





Lessor:  SALLY
      BURMEISTER


Lessee:  ATLANTIC
      REFINING COMPANY


Date:  SEPTEMBER
      6, 1940


Recorded:
      Volume 27, Pages 632-635 of the Deed Records of McMullen, County, Texas,
      COVERING 200 ACRES, being the westernmost 200 acres of the Frank H. Burmeister
      Survey 14, A-1060, from the surface down to and including the stratigraphic
      equivalent of 6,100 feet beneath such land.




Lessor:  Clifton
      Wheeler et ux


Lessee:  V.T.
      Donnelly


Date:  June
      16,
      1951


Recorded:
      Volume 28 ,Pages 480 of the Deed Records of McMullen, County, Texas, INSOFAR
      as
      Said Lease covers 40 acres more particularly described in that certain
      Assignment and Bill of Sale dated September 12, 2001 from Lakewood Operating
      ,
      LTD. et al to Century Resources, Inc., recorded at Volume 411, Page 237,
      Official Records of McMullen County, Texas.


12


**EXHIBIT
      “B”**





**Copy
      of Operating Agreement**




Attached
      to and made a part of that certain Purchase and Sale Agreement between Century
      Resources, Inc, and Aquatic Cellulose International Corporation as ,dated March
      1, 2004. Leases owned by Century Resources, Inc.,


























13


**EXHIBIT
      ‘C’**





Attached
      to and made a part of that certain Purchase and Sale and Exploration AGREEMENT
      BY AND BETWEEN Century Resources, Inc. and AQUATIC CELLULOSE INTERNATIONAL
      CORP., dated January 15, 2004.





The
      following share structure will be completed upon the approval of shareholders
      in
      the forthcoming proxy vote and the subsequent corporate recapitalization.
      Aquatic board of directors maintains the right to issue additional shares for
      acquisition and expansion, which will affect original shareholders percentage
      of
      ownership. Aquatic agrees that the initial 15% ownership stake by Edward R.
      DeStefano will be issued upon the completion of the Company share
      recapitalization; however Aquatic maintains the right to change other ownership
      percentages as Aquatic sees fit.





**Share
      Structure of Aquatic Cellulose International Corp**




Issued &
              Outstanding
            23.002
              millionCorp.
                shareholders & Professional Services
            2.5
                million / (6.11%)Officers
                & Directors
            10.408
                million / (45.25%)Debt
                service
            5.52
                million / (24.00%)Edward
                R. DeStefano
            3.45
                million / (15%)





**(Based
      on Issued &Outstanding shares of approx. 23.0 million, the number of which
      is subject to change)**